FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 26th, 2022 • Stillwater Growth Corp. I • Blank checks • New York
Stillwater Growth Corp. I Burlingame, CA 94010Stillwater Growth Corp. I • March 8th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 22, 2021 by and between D Squared Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Stillwater Growth 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 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 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’s and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 26th, 2022 • Stillwater Growth Corp. I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________________, 2022, by and between Stillwater Growth Corp. I, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
FORM OF WARRANT AGREEMENT between STILLWATER GROWTH CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 16th, 2021 • Stillwater Growth Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Stillwater Growth Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 26th, 2022 • Stillwater Growth Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________________, 2022, is made and entered into by and among Stillwater Growth Corp. I, a Delaware corporation (the “Company”), and D Squared Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • April 16th, 2021 • Stillwater Growth Corp. I • Blank checks • New York
FORM OF PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • April 26th, 2022 • Stillwater Growth Corp. I • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Stillwater Growth Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
FORM OF PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • April 26th, 2022 • Stillwater Growth Corp. I • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Stillwater Growth Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
Stillwater Growth Corp. I Burlingame, CA 94010 Re: Initial Public Offering Ladies and Gentlemen:Stillwater Growth Corp. I • April 26th, 2022 • 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 among Stillwater Growth Corp. I, a Delaware corporation (the “Company”), and BofA Securities, Inc., as the representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 (“Common Stock”), and one-third of one redeemable warrant (each, a “Warrant”). Each whole 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 pu
20,000,000 Units STILLWATER GROWTH CORP. I Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2022 • Stillwater Growth Corp. I • Blank checks • New York
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 26th, 2022 • Stillwater Growth Corp. I • Blank checks • New York
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 , 2022, is entered into by and between Stillwater Growth Corp. I, a Delaware corporation (the “Company”), and D Squared Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
