Exhibit
10.2


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this
“Agreement”), dated as of November 2, 2021, is entered into by and between Onyx Acquisition Co. I, a Cayman
Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”),
and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50
per Share, as set forth in the Company’s Registration Statement on Form S-1, File Number 333-260110 (the “Registration
Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”), under the Securities
Act of 1933, as amended (the “Securities Act”).


 


WHEREAS,
the Purchaser has agreed to purchase an aggregate of 1,150,000 warrants (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.00
per warrant, subject to adjustment.


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section
1. Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A.
Authorization of the Private Placement Warrants.
The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.


 


B.
Purchase and Sale of the Private Placement Warrants.
On the date of the consummation of the Public Offering (the “Closing Date”), the Company shall issue and sell
to the Purchaser, and the Purchaser shall purchase from the Company, 1,150,000 Private Placement Warrants at a price of $1.00 per Warrant
for an aggregate purchase price of $1,150,000 (the “Purchase Price”). The Purchaser shall pay the Purchase
Price by wire transfer of immediately available funds in the amount of $1,150,000 to the Company at a financial institution to be chosen
by the Company, in accordance with the Company’s wiring instructions on the Closing Date. On the Closing Date, subject to the receipt
of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement
Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry
form.


 






     


     


    

 


C.
Terms of the Private Placement Warrants.


 


(i)
Each Private Placement Warrant shall have the terms
set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, at the time of, or prior to, the Closing Date,
in connection with the Public Offering (the “Warrant Agreement”). Notwithstanding anything to the contrary
in the Warrant Agreement, the Private Placement Warrants purchased by the Purchaser shall not be exercised by the Purchaser or its designees
more than five years from the effective date of the Registration Statement (the “Effective Date”).


 


(ii)
At the time of, or prior to, the Closing Date, the Company
and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights
Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private
Placement Warrants and the Shares underlying the Private Placement Warrants.


 


(iii)
The Purchaser acknowledges and agrees that the Private
Placement Warrants and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”)
and will therefore be subject to lock-up for a period of 180 days immediately following the Effective Date. Pursuant to FINRA Rule 5110(e)(1),
the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned,
pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of such securities by any person during the foregoing 180-day period following the Effective Date, except to any underwriter
or selected dealers participating in the Public Offering and the officers or partners, registered persons or affiliates or partners thereof.


 


(iv)
The obligation of the Purchaser to purchase and pay
for the Private Placement Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in Section 4 of
the underwriting agreement, dated as of the date hereof, by and between the Company and BTIG, LLC, as representative of the underwriters
named therein (the “Underwriting Agreement”).


 


Section
2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing
Date) that:


 


A.
Incorporation and Corporate Power. The Company
is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified
to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect
on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 






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B.
Authorization; No Breach.


 


(i)
The execution, delivery and performance of this Agreement
and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid
and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable
principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms
of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms as of the Closing Date.


 


(ii)
The execution and delivery by the Company of this Agreement
and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise
of the Private Placement Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company,
do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital
or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice
or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the amended and restated memorandum
and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the Public Offering,
the “Articles”) or any material law, statute, rule or regulation to which the Company is subject, or any agreement,
order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state
securities laws.


 


C.
Title to Securities. Upon issuance in accordance
with, and payment pursuant to, the terms hereof, the Articles and the Warrant Agreement, and upon registration in the Company’s
register of members, the Private Placement Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private
Placement Warrants will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Private Placement Warrants,
the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members,
the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private
Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder
and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 


D.
Governmental Consents. No permit, consent, approval
or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery
and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.


 


E.
Regulation D Qualification. Neither the Company
nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding
securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 






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F.
Additional Representations. The representations
and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated herein.


 


Section
3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private
Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive the Closing Date) that:


 


A.
Organization and Requisite Authority. The Purchaser
possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B.
Authorization; No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation
of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this
Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the Closing Date
(a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c)
result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result
in a violation of, or (e) require authorization, consent, approval, exemption or other action by or notice or declaration to, or filing
with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect
on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or
regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject,
except for any filings required after the date hereof under federal or state securities laws.


 


C.
Investment Representations.


 


(i)
The Purchaser is acquiring the Private Placement Warrants
and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”)
for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution
thereof.


 


(ii)
The Purchaser is an “accredited investor”
as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii)
The Purchaser understands that the Securities are being
offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and
state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the
representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire such Securities.


 



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(iv)
The Purchaser did not decide to enter into this Agreement
as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities
Act.


 


(v)
The Purchaser has been furnished with all materials
relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which
have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and
directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought
such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition
of the Securities.


 


(vi)
The Purchaser understands that no United States federal
or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.


 


(vii) The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2)
sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights
Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or
any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser
understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both
before and after an initial business combination, are deemed to be “underwriters” under the Securities Act
when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act
would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule,
and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration
requirements of the Securities Act.


 


(viii) The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the
investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.


 



(ix)
The Purchaser understands that the Private Placement
Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 






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Section
4. Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are
subject to the fulfillment, on or before the Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations
and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Date as though then made.


 


B.
Performance. The Company shall have performed
and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by it on or before the Closing Date.


 


C.
No Injunction. No litigation, statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court
or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D.
Warrant Agreement and Registration and Shareholder
Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration
and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.


 


Section
5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before the Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations
and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Date as though then made.


 


B.
Performance. The Purchaser shall have performed
and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by the Purchaser on or before the Closing Date.


 


C.
Corporate Consents. The Company shall have obtained
the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement
and the issuance and sale of the Private Placement Warrants hereunder.


 


D.
No Injunction. No litigation, statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court
or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 






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E.
Warrant Agreement. The Company shall have entered
into the Warrant Agreement.


 


F.
Survival of Representations and Warranties. All
the representations and warranties contained herein shall survive the Closing Date.


 


Section
6. Miscellaneous.


 


A.
Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or
anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof
(including, without limitation one or more of its members).


 


B.
Severability. Whenever possible, each provision
of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.
Counterparts. This Agreement may be executed
in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together
shall constitute the same instrument, but only one of which need be produced. Signatures to this Agreement transmitted via facsimile
or e-mail shall be valid and effective to bind the party so signing (including any electronic signature covered by the U.S. federal ESIGN
Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,
www.docusign.com).


 


D.
Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the
word “including” in this Agreement shall be by way of example rather than by limitation.


 


E.
Governing Law. This Agreement shall be deemed
to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws
of another jurisdiction.


 


F.
Amendments. This Agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


 


[Signature
page follows]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	ONYX
    ACQUISITION CO. I
	 	 
	 	By:
    	/s/
    Michael Stern
	 	Name:
    	Michael
    Stern
	 	Title:	Director,
    Chairman and Chief Executive Officer
	 	 
	 	 
	 	PURCHASER:
	 	 
	 	BTIG,
    LLC
	 	 
	 	By:
    	/s/
    Gil Ottensoser
	 	Name:
    	Gil
    Ottensoser
	 	Title:	Managing
    Director, Investment Banking


 


 


[Signature
Page to Private Placement Warrants Purchase Agreement]


 






     


     


    

 


EXHIBIT
A


 


Warrant
Agreement


 






    A-1


     


    

 


EXHIBIT
B


 


Registration
and Shareholder Rights Agreement


 



    B-1