FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 29th, 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 • September 29th, 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”).
Seaport Calibre Materials Acquisition Corp. 15,000,000 Units Underwriting AgreementUnderwriting Agreement • September 29th, 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 WARRANT AGREEMENTWarrant Agreement • September 29th, 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 • September 29th, 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
