FORM OF TAX RECEIVABLE AGREEMENT by and among BRC INC., AUTHENTIC BRANDS LLC, and THE AGENT DATED AS OFTax Receivable Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], is hereby entered into by and among BRC Inc., a Delaware public benefit corporation (the “Corporation”), Authentic Brands LLC, a Delaware limited liability company (the “Company”), and the Agent.
FORM OF INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement”), dated as of ______________, 2021 (the “Effective Date”), is made by and among (i) BRC Inc., a Delaware public benefit corporation (including any of its successors or assigns, “PubCo”); (ii) SilverBox Engaged Sponsor LLC, a Delaware limited liability company (the “Sponsor”); (iii) the Engaged Capital Investors (as defined herein); (iv) Evan Hafer (the “Founder”), (v) New Coffee Holdings, LLC, a Delaware limited liability company (the “Sterling Equityholder”), (vi) Mathew Best, (vii) Jarred Taylor, (viii) Richard Ryan, (ix) Tom Davin and (x) the persons and entities listed on Schedule A hereto (collectively, the “Legacy Equityholders”). Each of the persons listed under clauses (i) to (x) may be referred to herein as a “Party” and collectively as the “Parties” and and each of the persons listed under clauses (ii) to (x) may be referred to
November 2, 2021Silverbox Engaged Merger Corp I • November 2nd, 2021 • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of November 2, 2021 (as may be further amended, restated, supplemented or otherwise modified from to time, the “Combination Agreement”), by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), BRC Inc., a Delaware public benefit corporation and wholly owned subsidiary of SilverBox (“Pubco”), SBEA Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Merger Sub 1”), BRCC Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SilverBox (“Merger Sub 2”), Grand Opal Investment Holdings, Inc., a Delaware corporation, and Authentic Brands LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Combination Agreement.
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • New York
This letter agreement (this “Agreement”) is being entered into by and among Engaged Capital, LLC, a Delaware limited liability company, acting solely in its capacity as investment advisor (in such capacity, the “Advisor”) to one or more investment funds or accounts (each such investment fund or account, a “Subscriber” and collectively, the “Subscribers”), SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”), and Authentic Brands LLC, a Delaware limited liability company (“BRCC”), and amends and restates as set forth herein the Forward Purchase Agreement, dated as of February 24, 2021, between the Company and Subscriber, pursuant to which the Subscriber agreed to purchase, and the Company agreed to sell, an aggregate of 10,000,000 shares of Class A common stock, par value $0.0001 (the “Class A Common Stock”), of the Company, for an aggregate purchase price of $100,000,000 in connection with the Company’s initial business combination.
FORM OF SUBSCRIPTION AND BACKSTOP AGREEMENTForm of Subscription and Backstop Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks
This SUBSCRIPTION AND BACKSTOP AGREEMENT (this “Subscription Agreement”) is entered into on November 2, 2021, by and between SilverBox Engaged Merger Corp I, a Delaware corporation (“SBEA”), and the undersigned subscriber (the “Subscriber”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG SILVERBOX ENGAGED MERGER CORP I, BRC INC., SBEA MERGER SUB LLC, BRCC BLOCKER MERGER SUB LLC,T:\tm2131550-2\tm2131550-2_8kaseq1 GRAND OPAL INVESTMENT HOLDINGS, INC. AND AUTHENTIC BRANDS, LLC DATED AS OF...Business Combination Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), BRC Inc., a Delaware corporation and wholly owned subsidiary of SilverBox (“Pubco”), SBEA Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Merger Sub 1”), BRCC Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SilverBox (“Merger Sub 2”), Grand Opal Investment Holdings, Inc., a Delaware corporation (“Blocker Corp”), and Authentic Brands, LLC, a Delaware limited liability company (the “Company”). SilverBox, Pubco, Merger Sub 1, Merger Sub 2, Blocker Corp and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), Authentic Brands, LLC, a Delaware limited liability company (the “Company”), and the Company unitholder set forth on Schedule 1 hereto (the “Supporting Holder”). SilverBox, the Company and the Supporting Holder shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).
