FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • July 19th, 2021 • Seaport Calibre Materials Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Seaport Global Asset Management, LLC, a Delaware limited liability company (“SGAM”), Calibre Group, LLC, a Delaware limited liability company (“Calibre”, and each of SGAM and Calibre, a “Sponsor” and collectively, the “Sponsors”), and the other parties listed on the signature pages hereto (the “Other Initial Stockholders”) and any other person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsors and the Other Initial Stockholders, a “Holder” and collectively, the “Holders”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 19th, 2021 • Seaport Calibre Materials Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • July 19th, 2021 • Seaport Calibre Materials Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Seaport Calibre Materials Acquisition Corp. 15,000,000 Units Underwriting AgreementUnderwriting Agreement • July 19th, 2021 • Seaport Calibre Materials Acquisition Corp. • Blank checks • New York
Seaport Calibre Materials 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 (the “Underwriters”) for whom Seaport Global Securities LLC is acting as representative (the “Representative”) an aggregate of 15,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,250,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters may purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
FORM OF PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 19th, 2021 • Seaport Calibre Materials Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”) and Seaport Global Asset Management, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF WARRANT AGREEMENTWarrant Agreement • July 19th, 2021 • Seaport Calibre Materials Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Seaport Calibre Materials 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”).
SEAPORT CALIBRE MATERIALS ACQUISITION CORP.Administrative Support Agreement • July 19th, 2021 • Seaport Calibre Materials Acquisition Corp. • Blank checks • New York
This letter agreement by and between Seaport Calibre Materials Acquisition Corp. (the “Company”) and Seaport Global Asset Management, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-[•]) (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”):
Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue 20th Floor New York, NY 10017Underwriting Agreement • July 19th, 2021 • Seaport Calibre Materials Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Seaport Global Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 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-half 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 as described in the Prospectus. The Units will
