FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 13th, 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 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 13th, 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 • August 13th, 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. 360 Madison Avenue 20th Floor New York, NY 10017Underwriting Agreement • August 13th, 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
