REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2021 • SILVERspac Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 9, 2021, is made and entered into by and among SILVERspac Inc., a Cayman Islands exempted company (the “Company”), and SILVERspac Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (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, the “Holders” and, each, a “Holder”).
SILVERSPAC INC.SilverSPAC Inc. • February 16th, 2021 • New York
SilverSPAC Inc., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SilverSPAC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein,
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 14th, 2021 • SILVERspac Inc. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between SILVERspac Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 14th, 2021 • SILVERspac Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 9, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between SILVERspac Inc., a Cayman Islands exempted company (the “Company”), and SILVERspac Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • September 14th, 2021 • SILVERspac Inc. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of September 9, 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
SILVERspac Inc. New York, New York 10007Letter Agreement • September 14th, 2021 • SILVERspac Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between SILVERspac Inc., a Cayman Islands exempted company (the “Company”), and Goldman, Sachs & Co. and Citigroup Global Markets Inc., as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
WARRANT AGREEMENT SILVERSPAC INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 9, 2021Warrant Agreement • September 14th, 2021 • SILVERspac Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 9, 2021, is by and between SILVERspac Inc., 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”).
INDEMNITY AGREEMENTIndemnity Agreement • September 14th, 2021 • SILVERspac Inc. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of September 9, 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
SILVERspac Inc. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • September 14th, 2021 • SILVERspac Inc. • Blank checks • New York
SILVERspac Inc., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
OFFICE SPACE AND INDEMNIFICATION AGREEMENTOffice Space and Indemnification Agreement • September 14th, 2021 • SILVERspac Inc. • Blank checks • New York
This Office Space and Indemnification Agreement (this “Agreement”), dated as of September 9, 2021, is made and entered into by and among SILVERspac Inc., a Cayman Islands exempted company (the “Company”), SILVERspac Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Silverstein Properties LLC, a Delaware limited liability company (the “Provider”).
AMENDMENT TO OFFICE SPACE AND INDEMNIFICATION AGREEMENTOffice Space and Indemnification Agreement • March 22nd, 2022 • SILVERspac Inc. • Blank checks • New York
Reference is made to the Office Space and Indemnification Agreement (the “Agreement”), dated as of September 9, 2021, by and among SILVERspac Inc., a Cayman Islands exempted company (the “Company”), SILVERspac Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Silverstein Properties LLC, a Delaware limited liability company (the “Provider”). The Company, the Sponsor and the Provider agree as follows:
FORM OF INVESTMENT AGREEMENTForm of Investment Agreement • August 23rd, 2021 • SILVERspac Inc. • Blank checks • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between (i) SILVERspac Sponsor LLC (“Sponsor”) and (ii) [●] (“Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement of Sponsor, dated [●], 2021 (as amended, restated, supplemented, waived and otherwise modified from time to time in accordance with its terms, the “LLC Agreement”).
