15,000,000 Units OXUS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 2, 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”).
WARRANT AGREEMENTWarrant Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of September 2, 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”).
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 SOVA CAPITAL LIMITED 119049, Moscow, 5 Koroviy Val, bldg. 1 BC Oasis, 7th floorOxus Acquisition Corp. • September 9th, 2021 • 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. 333-258183) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
September 2, 2021Underwriting Agreement • September 9th, 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 A 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 15 hereof.
Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040Oxus Acquisition Corp. • September 9th, 2021 • 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
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of September 2, 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”).
