REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2020, is made and entered into by and among Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), SVAC 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020 by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020 by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Starboard Value Acquisition Corp. 777 Third Avenue, 18th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks
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 among Starboard Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 34,500,000 of the Company’s units (including up to 4,500,000 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”), an one-sixth of one redeemable warrant (each, a Detachable Redeemable Warrant”) and a contingent right to receive at least one-sixth of one redeemable warrant following the redemption time related to the Company's initial Business Combination under certain circumstances and subject to adj
30,000,000 Units Underwriting AgreementUnderwriting Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
Starboard Value Acquisition Corp., a Delaware corporation (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 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 17, 2020 (as it may be amended from time to time, this “Agreement”), is entered into by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and SVAC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 17, 2020, among Starboard Value Acquisition Corp. a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto (each a “Purchaser”, and collectively, the “Purchasers”).
