15,000,000 Units OXUS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2021, by and among Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 SOVA CAPITAL LIMITED 119049, Moscow, 5 Koroviy Val, bldg. 1 BC Oasis, 7th floorAdvisory Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Oxus Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. and SOVA Capital Limited (each an “Advisor” and collectively the “Advisors”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-_____) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040 EarlyBirdCapital, Inc. New York, New York 10017 Sova Capital Limited 119049, Moscow, 5 Koroviy Val, Bldg. 1 BC Oasis, 7th floorUnderwriting Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
WARRANT AGREEMENTWarrant Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Oxus Acquisition Corp., a Cayman Islands exempted company, with offices at 7F, 77/2 Al-Farabi Avenue, Almaty, Kazakhstan 050040 (“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”).
Oxus Acquisition Corp.Securities Purchase Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 8,625,000 Class B ordinary shares (the “Founder Shares”) of par value $0.0001 per share, up to 1,125,000 of which Founder Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the initial public offering (“IPO”) of Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B ordinary shares of the Company, including the Founder Shares, and the Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (the “Articles”), the Founders Shares will automatically convert into Class A Ordinary Shares, upon the terms and conditions set forth i
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (the “Agreement”), by and among OXUS Acquisition Corp., a Cayman Islands exempted company (the “Company”), Oxus capital pte. ltd (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040Sponsorship Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Oxus Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Oxus Capital PTE. LTD (the “Sponsor”) shall make available, or cause to be made available, to the Company certain office space, utilities and administrative support as may be reasonably required by the Company from time to time, situated at 7F, 77/2 Al-Farabi Avenue, Almaty, Kazakhstan 050040 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter
