WARRANT AGREEMENTWarrant Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of December 16, 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 • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 16, 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of December 16, 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”).
December 16, 2021 Revelstone Capital Acquisition Corp 14350 Myford Road Irvine, CA 92606 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 22nd, 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 • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of November 18, 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 • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
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. 377-05430) 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 AGREEMENT December 16, 2021Underwriting Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS WARRANTS PURCHASE AGREEMENT, dated as of December 16, 2021 (this “Agreement”), is entered into by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and certain affiliates of Roth Capital Partners, LLC, as set forth in Schedule I hereto (each, a “Purchasers” and together, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 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”).
INVESTMENT AGREEMENTInvestment Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of November 18, 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”).
INVESTMENT AGREEMENTInvestment Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of November 18, 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”).
