Silverman Acquisition Corp. I New York,Silverman Acquisition Corporation I • February 26th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 5, 2021 by and between Silverman Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Silverman Acquisition Corp. I, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Silverman Acquisition Corp. I New York, New York 10022 (212) 468-5040Letter Agreement • March 26th, 2021 • Silverman Acquisition Corp I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Silverman Acquisition Corp. I, a Delaware corporation (the “Company”) and J.P Morgan Securities LLC (the “Representative”), 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. S
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2021 • Silverman Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Silverman Acquisition Corp. I, a Delaware corporation (the “Company”), Silverman Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, 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, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • Silverman Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Silverman Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SILVERMAN ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of March [ ], 2021Warrant Agreement • March 26th, 2021 • Silverman Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March [ ], 2021 is by and between Silverman Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • March 26th, 2021 • Silverman Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between Silverman Acquisition Corp. I, a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • March 26th, 2021 • Silverman Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and between Silverman Acquisition Corp. I, a Delaware corporation (the “Company”), and Silverman Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SILVERMAN ACQUISITION CORP. I 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • Silverman Acquisition Corp I • Blank checks • New York
Silverman Acquisition Corp. I, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or plural as the context requires.
SILVERMAN ACQUISITION CORP. ISilverman Acquisition Corp I • March 26th, 2021 • Blank checks • New York
This letter agreement by and between Silverman Acquisition Corp. I (the “Company”) and Silverman Capital LLC (“Silverman Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
