INDEMNITY AGREEMENTIndemnification Agreement • October 7th, 2021 • Onyx Acquisition Co. I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Onyx Acquisition Co. I, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
JDS Acquisition Corp I 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands February 19, 2021Securities Subscription Agreement • October 7th, 2021 • Onyx Acquisition Co. I • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on February 19, 2021 by and between JDS Acquisition Sponsor I LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and JDS Acquisition Corp I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 10,062,500 Class B ordinary shares (such number to include the 1 Class B ordinary share held by the Subscriber as on the date of this Agreement, the “Subscriber Share”), $0.0001 par value per share (the “Shares”), up to 1,312,500 of which are subject to surrender and cancellation 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:
WARRANT AGREEMENTWarrant Agreement • October 7th, 2021 • Onyx Acquisition Co. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [___], 2021 between Onyx Acquisition Co. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 7th, 2021 • Onyx Acquisition Co. I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Onyx Acquisition Co. I, a Cayman Islands exempted company (the “Company”), Onyx Acquisition Sponsor Co. LLC, a Cayman Islands limited liability company (the “Sponsor”), BTIG, LLC (“BTIG”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, BTIG and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
BTIG, LLC 65 E 55th Street New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 7th, 2021 • Onyx Acquisition Co. I • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Onyx Acquisition Co. I, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration sta
ONYX ACQUISITION CO. I UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2021 • Onyx Acquisition Co. I • Blank checks • New York
The undersigned, Onyx Acquisition Co. I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or 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,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2021 • Onyx Acquisition Co. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Onyx Acquisition Co. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 7th, 2021 • Onyx Acquisition Co. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Onyx Acquisition Co. I, a Cayman Islands exempted company (the “Company”), and Onyx Acquisition Sponsor Co. LLC, a Cayman Islands limited liability company (the “Purchaser”).
