REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 9, 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 • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 9, 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 & Liability • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 9, 2020 by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
36,000,000 Units Underwriting AgreementUnderwriting Agreement • September 14th, 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 36,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 5,400,000 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”).
Starboard Value Acquisition Corp. 777 Third Avenue, 18th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • 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 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 41,400,000 of the Company’s units (including up to 5,400,000 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”), 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 adjust
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 9, 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”), and amends and restates in its entirety, the Private Placement Warrants Purchase Agreement made as of August 17, 2020, by and between the Company and the Purchaser, for the sole purpose to reflect the stock dividend declared and distributed to the holders of the Company’s Class B common stock and the proposed sale of the Company’s units.
OPTIONAL SHARE PURCHASE AGREEMENTOptional Share Purchase Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This Optional Share Purchase Agreement (this “Agreement”) is entered into as of September 9, 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”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of September 9, 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”), and amends and restates in its entirety, the Forward Purchase Agreement made as of August 17, 2020, by and between the Company and the Purchasers, for the sole purpose to reflect the stock dividend declared and distributed to the Company’s Class B stockholders and the proposed sale of the Public Units (as defined below).
Starboard Value Acquisition Corp. New York, NY 10017 September 9, 2020Administrative Services Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This letter agreement by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and SVAC Sponsor LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-248094) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
WARRANT AGREEMENT between STARBOARD VALUE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 9, 2020, is by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
