20,000,000 Units Valuence Merger Corp. I UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2022 • Valuence Merger Corp. I • Blank checks • New York
Valuence Merger Corp. I, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 8th, 2022 • Valuence Merger Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February , 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Valuence Merger Corp. I, a Cayman Islands exempted company (the “Company”), and ● (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 8th, 2022 • Valuence Merger Corp. I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Valuence Merger Corp. I, a Cayman Islands exempted company (the “Company”), Valuence Capital, LLC, a Cayman Islands limited liability company (the “Sponsor”), Valuence Partners LP, a Cayman Islands exempted limited partnership (“Valuence Partners”) and the undersigned parties listed under Holder on the signature page hereto each such party, (together with the Sponsor, Valuence Partners 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2022 • Valuence Merger Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2022 by and between Valuence Merger Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PUBLIC WARRANT AGREEMENTWarrant Agreement • March 8th, 2022 • Valuence Merger Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February , 2022, is by and between Valuence Merger Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Valuence Merger Corp. I Orinda, CA 94563 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 8th, 2022 • Valuence Merger Corp. I • Blank checks • New York
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 between Valuence Merger Corp. I., a Cayman Islands exempted company (the “Company”) and SVB Securities LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration sta
