REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [·], 2023, among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and [each of] the purchaser signatory hereto (the “Purchaser”).
SUBSCRIPTION AGREEMENTRegistration Rights Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of July 17, 2023 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholder of the Company listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This Subscription Agreement (“Agreement”) is entered into by and between the undersigned (“Subscriber”) and Set Jet, Inc. a Nevada corporation (the “Company”).
MERGER AGREEMENT dated July 17, 2023 by and among Set Jet, Inc., Revelstone Capital Acquisition Corp., Revelstone Capital Merger Sub, Inc., and Thomas P. Smith, as the Securityholder Representative.Merger Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS MERGER AGREEMENT is dated as of July 17, 2023 (this “Agreement”), and entered into by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Thomas P. Smith, as the Securityholder Representative.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July [●], 2023, by and between the undersigned stockholder (the “Holder”) and Revelstone Capital Acquisition Corp., a Delaware corporation (the “Parent”).
VOTING AGREEMENTVoting Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), the Company shareholders listed on Schedule A attached hereto (together with the Company, the “Company Voting Parties” and each a “Company Voting Party”), Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), certain Parent stockholders listed on Schedule B attached hereto (the “Parent Parties” and together with Parent, the “Parent Voting Parties” and each a “Parent Voting Party,” and the Parent Voting Parties together with the Company Voting Parties, the “Voting Parties” and each a “Voting Party”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
PARENT SUPPORT AGREEMENTParent Support Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS PARENT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholders of Parent listed on Schedule A hereto (“Securityholders”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
COMMON STOCK PURCHASE WARRANT REVELSTONE CAPITAL ACQUISITION CORP.Revelstone Capital Acquisition Corp. • July 21st, 2023 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [·] or its assigns or successors in interest (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ten year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(c) hereof).
