REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 23rd, 2021 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2021, is made and entered into by and among Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Chavant Capital Partners LLC, a Delaware limited liability company (the “Sponsor”), Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, the representatives of the underwriters of the Company’s initial public offering (each a “Representative” and together, the “Representatives”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
8,000,000 Units CHAVANT CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 23rd, 2021 Company Industry JurisdictionChavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Roth Capital Partners, LLC and Craig-Hallum Capital Group, LLC (the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), and for which EarlyBirdCapital, Inc. is acting as qualified independent underwriter (the “QIU”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 23rd, 2021 Company Industry JurisdictionThis Investment Management Trust Agreement (this “Agreement”) is made effective as of July 19, 2021 by and between Chavant Capital Acquisition Corp., 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 • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 23rd, 2021 Company Industry JurisdictionTHIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Chavant Capital Partners LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT CHAVANT CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 23rd, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 23rd, 2021 Company Industry JurisdictionTHIS WARRANT AGREEMENT (this “Agreement”), dated as of July 19, 2021, is 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 (in such capacity, the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 9th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 9th, 2021 Company Industry JurisdictionTHIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2021, by and between CHAVANT CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Chavant Capital Acquisition Corp.Chavant Capital Acquisition Corp. • July 9th, 2021 • Blank checks • New York
Company FiledJuly 9th, 2021 Industry JurisdictionChavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Chavant Capital Partners LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 ordinary shares (the “Shares”) of the Company, $0.0001 par value per share (“Ordinary Shares”), up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Ordinary Share and three-fourths of one warrant to purchase one Ordinary Share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 9th, 2021 Company Industry JurisdictionThis Investment Management Trust Agreement (this “Agreement”) is made effective as of [_________], 2021 by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Roth Capital Partners, LLC Craig-Hallum Capital Group LLC 888 San Clemente Drive 222 South Ninth Street, Suite 350 Newport Beach, CA 92660 Minneapolis, MN 55402Chavant Capital Acquisition Corp. • March 31st, 2023 • Blank checks • New York
Company FiledMarch 31st, 2023 Industry JurisdictionThis is to confirm our agreement (this “Agreement”) whereby Chavant Capital Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (each an “Advisor” and collectively the “Advisors”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock 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. 333-257459) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 26th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices
Contract Type FiledDecember 26th, 2023 Company IndustryIn connection with the proposed business combination (the “Transaction”) between Chavant Capital Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (together with any successor thereto, including after the Domestication (as defined below), the “Company”), and Mobix Labs, Inc., a Delaware corporation (“Mobix”), Chavant Capital Partners LLC, the undersigned subscriber (the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell and issue to the Subscriber, that number of shares of Class A common stock of the Company (after giving effect to the Domestication), par value $0.00001 per share (referred to herein as the “Common Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the Subscriber being referred to herein as the “Purchase Price”), on the terms and subject to the co
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
Contract Type FiledDecember 28th, 2023 Company Industry JurisdictionThis 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”).
WARRANT TO PURCHASE SHARES OF COMMON STOCKMobix Labs, Inc • January 23rd, 2024 • Semiconductors & related devices • Delaware
Company FiledJanuary 23rd, 2024 Industry JurisdictionThe Warrant is issued concurrently with the Written Consent (as defined below), and certifies that, for value received, Michael Long, and its permitted assignees (the “Holder”), is entitled to purchase 100,000 shares (as may be adjusted pursuant to Section 4 hereof, the “Shares”) of common stock, $0.00001 par value per share (the “Stock”), of MOBIX LABS, INC., a Delaware company, (the “Company”), at an exercise price of $0.01 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant shall be effective upon (i) execution and delivery of the funds set forth the Subscription Agreement (“PIPE Subscription Agreement) concurrently entered into by and between Holder, the Company, and Chavant Capital Acquisition Corp. (“Chavant”), and (ii) the closing of the Business Combination Agr
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • April 10th, 2023 • Chavant Capital Acquisition Corp. • Blank checks • California
Contract Type FiledApril 10th, 2023 Company Industry JurisdictionTHIS BOARD OF DIRECTORS AGREEMENT (the “Agreement”) is made effective as of March 12, 2021 (the “Effective Date”), by and between MOBIX LABS, INC., a Delaware corporation (the “Company”), and WILLIAM CARPOU (the “Director”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 23rd, 2024 • Mobix Labs, Inc • Semiconductors & related devices
Contract Type FiledJanuary 23rd, 2024 Company IndustryIn connection with the proposed business combination (the “Transaction”) between Chavant Capital Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (together with any successor thereto, including after the Domestication (as defined below), the “Company”), and Mobix Labs, Inc., a Delaware corporation (“Mobix”), Michael Long, the undersigned subscriber (the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell and issue to the Subscriber, that number of shares of Class A common stock of the Company (after giving effect to the Domestication), par value $0.00001 per share (referred to herein as the “Common Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the Subscriber being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contain
UNSECURED CONVERTIBLE NOTE DUE JULY 31, 2024Chavant Capital Acquisition Corp. • January 12th, 2023 • Blank checks • New York
Company FiledJanuary 12th, 2023 Industry JurisdictionTHIS UNSECURED CONVERTIBLE NOTE is a duly authorized and validly issued promissory note of Chavant Capital Acquisition Corp., a Cayman Islands company (“Chavant” or the “Company”), having its principal place of business at 445 Park Avenue, New York, NY 10022, United States, designated as its Convertible Note due July 31, 2024 (this “Note”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 3rd, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • California
Contract Type FiledNovember 3rd, 2023 Company Industry JurisdictionTHIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is effective as of September 5, 2020, (the “Effective Date”) is made and entered by and between Mobix Labs, Inc., a Delaware corporation (the “Company”), and Fabrizio Battaglia (the “Executive”).
Roth Capital Partners, LLC Craig-Hallum Capital Group LLCChavant Capital Acquisition Corp. • December 28th, 2023 • Semiconductors & related devices
Company FiledDecember 28th, 2023 IndustryReference 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.
FIRST AMENDMENT TO BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • April 10th, 2023 • Chavant Capital Acquisition Corp. • Blank checks
Contract Type FiledApril 10th, 2023 Company IndustryThis First Amendment (the “Amendment”) is made this March 26, 2023 (the “Effective Date”), by and between MOBIX LABS, INC., a Delaware corporation (the “Company”) and JAMES PETERSON (hereinafter, the “Director”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT TERM SHEETChavant Capital Acquisition Corp. • November 3rd, 2023 • Semiconductors & related devices
Company FiledNovember 3rd, 2023 IndustryThis binding amended and restated executive employment term sheet (the “Amended Employment Term Sheet”) amends and restates, in its entirety, the terms of that certain Executive Employment Term Sheet, dated November 15, 2022 (the “Existing Term Sheet”), by and between Fabrizio Battaglia (the “Executive”) and Mobix Labs, Inc., a Delaware corporation (the “Company”), which Existing Term Sheet previously amended the terms of that certain employment agreement, dated September 5, 2020 (the “Existing Employment Agreement”), by and between the Executive and the Company. To the extent of any conflict between the terms set forth in this Amended Employment Term Sheet and those set forth in the Existing Term Sheet or the Existing Employment Agreement, the terms of this Amended Employment Term Sheet shall control. As soon as practicable after the effective date hereof but prior to the “Closing Date” as defined in that certain Business Combination Agreement (the “BCA”), by and among the Company, Ch
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
Contract Type FiledDecember 28th, 2023 Company Industry JurisdictionTHIS 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
Chavant Capital Acquisition Corp. New York, New York 10022Letter Agreement • July 28th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 28th, 2021 Company Industry JurisdictionThis letter agreement (this “Agreement”) by and among Chavant Capital Acquisition Corp. (the “Company”) and Chavant Capital Partners LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST AMENDMENT TO BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • April 10th, 2023 • Chavant Capital Acquisition Corp. • Blank checks
Contract Type FiledApril 10th, 2023 Company IndustryThis First Amendment (the “Amendment”) is made this March 26, 2023 (the “Effective Date”), by and between MOBIX LABS, INC., a Delaware corporation (the “Company”) and FREDERICK GOERNER (hereinafter, the “Director”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 26th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
Contract Type FiledDecember 26th, 2023 Company Industry JurisdictionThis NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 20, 2023, is made by and among Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mobix Labs, Inc., a Delaware corporation (“Mobix Labs”), and the Backstop Investor (as defined below).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT TERM SHEETChavant Capital Acquisition Corp. • November 3rd, 2023 • Semiconductors & related devices
Company FiledNovember 3rd, 2023 IndustryThis binding amended and restated executive employment term sheet (the “Amended Employment Term Sheet”) amends and restates, in its entirety, the terms of that certain Executive Employment Term Sheet, dated November 15, 2022 (the “Existing Term Sheet”), by and between Keyvan Samini (the “Executive”) and Mobix Labs, Inc., a Delaware corporation (the “Company”), which Existing Term Sheet previously amended the terms of that certain employment agreement, dated September 5, 2020 (the “Existing Employment Agreement”), by and between the Executive and the Company. To the extent of any conflict between the terms set forth in this Amended Employment Term Sheet and those set forth in the Existing Term Sheet or the Existing Employment Agreement, the terms of this Amended Employment Term Sheet shall control. As soon as practicable after the effective date hereof but prior to the “Closing Date” as defined in that certain Business Combination Agreement (the “BCA”), by and among the Company, Chavant
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • New York
Contract Type FiledDecember 28th, 2023 Company Industry JurisdictionThis 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”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • December 19th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices
Contract Type FiledDecember 19th, 2023 Company IndustryIn connection with the proposed business combination (the “Transaction”) between Chavant Capital Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (together with any successor thereto, including after the Domestication (as defined below), the “Company”), and Mobix Labs, Inc., a Delaware corporation (“Mobix”), Chavant Capital Partners LLC, the undersigned subscriber (the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell and issue to the Subscriber, that number of shares of Class A common stock of the Company (after giving effect to the Domestication), par value $0.00001 per share (referred to herein as the “Common Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the Subscriber being referred to herein as the “Purchase Price”), on the terms and subject to the co
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
Contract Type FiledDecember 28th, 2023 Company Industry JurisdictionThis 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
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2023 • Chavant Capital Acquisition Corp. • Blank checks • California
Contract Type FiledApril 10th, 2023 Company Industry JurisdictionThis At-Will Employment Agreement is made effective May 18, 2022 (“Effective Date”) by and between Mobix Labs, Inc., a Delaware corporation, (“Company”), and JAMES ARALIS (referred to herein as “Employee”). For consideration received, the sufficiency of which is hereby acknowledged, the parties agree as follows:
Dear Warrant holder,Mobix Labs, Inc • January 23rd, 2024 • Semiconductors & related devices
Company FiledJanuary 23rd, 2024 IndustryReference is hereby made to that certain Warrant Agreement (the “Existing Warrant Agreement”), dated July 19, 2021, by and among Chavant Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“CST”), as modified by that certain Amendment to Warrant Agreement (“Amendment” and the Existing Warrant Agreement, as modified by the Amendment, the “Warrant Agreement”) dated as of December 21, 2023 by and among the Company and CST. Any capitalized term used but not defined herein shall have the meaning ascribed such term in the Warrant Agreement. In addition, effective as of the Domestication Effective Time, all references to the “Company” in the Existing Warrant Agreement shall instead to refer to Mobix Labs, Inc. rather than Chavant Capital Acquisition Corp.
Chavant Capital Acquisition Corp.Letter Agreement • July 9th, 2021 • Chavant Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 9th, 2021 Company Industry JurisdictionThis letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and three-quarters of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described
Chavant Capital Acquisition Corp. New York, NY 10022 Re: Subscription Agreement Ladies and Gentlemen:Chavant Capital Acquisition Corp. • December 26th, 2023 • Semiconductors & related devices
Company FiledDecember 26th, 2023 IndustryReference is made to that certain Subscription Agreement (the “Subscription Agreement”), dated as of December 19, 2023, by and among Chavant Capital Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (together with any successor thereto, including after the Domestication, the “Company”), Chavant Capital Partners LLC (the “Sponsor”) and Mobix Labs, Inc., a Delaware corporation. Capitalized terms used but not defined herein have the meanings given to them in the Subscription Agreement. Pursuant to the Subscription Agreement, the Sponsor has agreed to subscribe for and purchase from the Company a total of 199,737 shares of Class A common stock, par value $0.00001 per share, of the Company (after giving effect to the Domestication) (the “Shares”) at a price of $10.00 per share for an aggregate purchase price of $1,997,370.00 (the “Purchase Price”), subject to the terms and conditions set forth therein, on the closing date of the Transaction.
AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 30th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
Contract Type FiledNovember 30th, 2023 Company Industry JurisdictionThis AMENDMENT NO. 2 (this “Amendment”), dated as of November 26, 2023, to the Business Combination Agreement, dated as of November 15, 2022, as amended by that certain Amendment No. 1 to the Business Combination Agreement, dated as of April 7, 2023 (as so amended, the “Current Agreement”), is by and among Chavant Capital Acquisition Corp., an exempted company incorporated under the Laws of the Cayman Islands (“SPAC”), CLAY Merger Sub II, Inc., a Delaware corporation (“Merger Sub”), and Mobix Labs, Inc., a Delaware corporation (the “Company”). Each of SPAC, Merger Sub and the Company will individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Current Agreement.
CANCELLATION AND TERMINATION AGREEMENTCancellation and Termination Agreement • April 10th, 2023 • Chavant Capital Acquisition Corp. • Blank checks
Contract Type FiledApril 10th, 2023 Company IndustryThis CANCELLATION AND TERMINATION AGREEMENT (the “Agreement”) is made and entered into and effective as of March 26, 2023 (the “Effective Date”), by and between MOBIX LABS, INC., a Delaware corporation (the “Company”) and [●] (“Participant”).
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 hereinAgreement and Plan of Merger • December 28th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
Contract Type FiledDecember 28th, 2023 Company Industry JurisdictionThis 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.
COMMON STOCK PURCHASE AGREEMENT Dated as of March 18, 2024 by and between MOBIX LABS, INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • March 19th, 2024 • Mobix Labs, Inc • Semiconductors & related devices • New York
Contract Type FiledMarch 19th, 2024 Company Industry JurisdictionThis COMMON STOCK PURCHASE AGREEMENT is made and entered into as of March 18, 2024 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Mobix Labs, Inc., a Delaware corporation (the “Company”).