FORM OF WARRANT AGREEMENTWarrant Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Revelstone Capital Acquisition Corp., a Delaware corporation, with offices at 14350 Myford Road, Irvine, CA 92606 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Revelstone Capital Acquisition Corp. 14350 Myford Rd Irvine, CA 92606Securities Subscription Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 11, 2021 by and between Revelstone Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,000 shares of common stock, $0.0001 par value per share of the Company (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of Roth Capital Partners, LLC listed under “Roth Parties” on the signature page hereto (the “Roth Parties”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification & Liability • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and [D&O] (“Indemnitee”).
Form of SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (this “Agreement”), is entered into by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and Revelstone Capital, LLC, a Delaware limited liability company (the “Purchaser”).
Revelstone Capital Acquisition Corp 14350 Myford Road Irvine, CA 92606 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc. and Roth Capital Partners., as representatives (“the Representatives”) of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
INVESTMENT AGREEMENTInvestment Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Revelstone Capital Acquisition Corp., a Delaware company (the “SPAC”), (ii) Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the parties set forth on Exhibit A attached hereto (each, an “Investor”).
Revelstone Capital Acquisition Corp. 14350 Myford Road Irvine, CA 92606Administrative Services Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks
This letter agreement by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”) and Revelstone Capital, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333- ) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
15,000,000 Units REVELSTONE CAPITAL ACQUISITION CORP. Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
