Andre-Jacques Auberton-Herve - 21 Dec 2023 Form 4 Insider Report for Chavant Capital Acquisition Corp. (MOBX)

Footnote F1

Pursuant to a Subscription Agreement, Chavant Capital Partners LLC (the "Sponsor") purchased 199,737 shares of Class A Common Stock in connection with the closing (the "Closing") of Chavant Capital Acquisition Corp.'s initial business combination (the "Business Combination") with Mobix Labs, Inc. (the "Target"), on December 21, 2023 for aggregate consideration of $1,997,370, consisting of the forgiveness of certain indebtedness and certain expense reimbursement obligations owed by the Issuer to the Sponsor and its members (the "PIPE Investment" and such shares, the "PIPE Shares"). In connection with the entry into the Subscription Agreement, the Target issued the Sponsor a warrant to purchase 272,454 shares of stock of the Target, which was net exercised for 272,182 shares of common stock of the Target, which shares were automatically converted into shares of Class A Common Stock of the Issuer upon the Closing. In connection with the Closing, the Issuer was renamed "Mobix Labs, Inc."

Footnote F2

Number of shares reported represents shares indirectly attributable to the Reporting Person through his ownership interests in Sponsor.

Footnote F3

Includes an additional 197,582 shares of Class A Common Stock that may be deemed to be indirectly owned by the Reporting Person through his direct and indirect ownership interests in Sponsor, which shares are expected to be distributed to the Reporting Person over time. In addition, the Reporting Person holds private placement warrants, exercisable to purchase shares of Class A Common Stock of the Issuer at an exercise price of $11.50 per share, subject to certain adjustments, which he received in a pro rata distribution from the Sponsor on December 21, 2023.

Footnote F4

The Sponsor is the record holder of the securities reported herein. The Reporting Person owns certain interests in the Sponsor and securities indirectly attributable to the Reporting Person are expected to be distributed to the Reporting Person over time. The Reporting Person disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Footnote F5

Pursuant to the Subscription Agreement for the PIPE Investment, the Issuer has agreed to issue additional shares of Class A Common Stock if the volume weighted average price per share of Class A Common Stock during the 30-day period (the "Adjustment Period") commencing on the date that is 30 days after the date on which a resale Registration Statement relating to the PIPE Investment is declared effective (the "Adjustment Period VWAP") is less than $10.00 per share. In such case, the Sponsor will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of PIPE Shares held by the Sponsor through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP (the "Make-Whole Shares"). In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00.