INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
This Indemnification and Advancement Agreement (as amended or amended and restated, this “Agreement”) is made as of December 21, 2023 (the “Effective Date”) by and between Mobix Labs, Inc. (the “Company”), and [ ● ], [ ● ] of the Company (“Indemnitee”).
Roth Capital Partners, LLC Craig-Hallum Capital Group LLCBusiness Combination Marketing Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices
Reference is made to that certain Business Combination Marketing Agreement (the “Agreement”), by and among Chavant Capital Acquisition Corp., a Cayman Islands exempted company (“Company”), Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (each, an “Advisor,” and collectively, the “Advisors”). Capitalized terms used, but not defined herein, shall have the meanings ascribed thereto in the Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of December 21, 2023, is made and entered into by and among Mobix Labs, Inc., a Delaware corporation f/k/a Chavant Capital Acquisition Corp., (the “Company”), Chavant Capital Partners LLC, a Delaware limited liability company (the “Sponsor”), the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively with the Sponsor, the “Founder Equityholders”), Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (collectively, the “Representatives”) and their designees on Schedule C hereto (collectively, the “Representatives’ Designees”), and the equityholders designated as Legacy Mobix Equityholders on Schedule B hereto (collectively, the “Legacy Mobix Equityholders” and, together with the Founder Equityholders, the Representatives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • New York
This AMENDMENT TO THE WARRANT AGREEMENT (this “Agreement”) is dated as of December 21, 2023, by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”), dated as of November 28, 2023, to the Agreement and Plan of Merger, dated as of September 26, 2022 (the “Original Agreement”), is by and among (i) Mobix Labs, Inc., a Delaware corporation (“Parent”); (ii) Mobix Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”); (iii) Mobix Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II”); (iv) EMI Solutions Inc., a California corporation (the “Company”); (v) Ydens Holdings, LLC (“Shareholder”); and (vi) Robert Ydens, an individual, and Julie Ydens, an individual (each an “Owner” and collectively the “Owners”). The Shareholder and the Owners are sometimes collectively referred to herein as the “Shareholder Parties” and individually as a “Shareholder Party.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Orig
Agreement and Plan of Merger by and among Mobix Labs, Inc., Mobix Merger Sub I, Inc., Mobix Merger Sub II, LLC, EMI Solutions, Inc., the Shareholder named herein and the Owners named hereinMerger Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of the 26th day of September, 2022, by and among (i) Mobix Labs, Inc., a Delaware corporation (“Parent”); (ii) Mobix Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”); (iii) Mobix Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II”); (iv) EMI Solutions Inc., a California corporation (the “Company”); (v) Ydens Holdings, LLC, a Delaware limited liability company (the “Shareholder”), and (vi) Robert Ydens, an individual, and Julie Ydens, an individual (each an “Owner” and collectively the “Owners”). The Shareholder and the Owners are sometimes collectively referred to herein as the “Shareholder Parties” and individually as a “Shareholder Party.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Section 10.1.
