SilverBox Corp IV 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2024 • SilverBox Corp IV • Blank checks • New York
SilverBox Corp IV, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Santander US Capital Markets LLC is acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2024 • SilverBox Corp IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2024, is made and entered into by and among SilverBox Corp IV, a Cayman Islands exempted company (the “Company”), SilverBox Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 9th, 2024 • SilverBox Corp IV • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2024 by and between SilverBox Corp IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SILVERBOX CORP IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PRIVATE WARRANT AGREEMENT Dated as of , 2024Warrant Agreement • August 9th, 2024 • SilverBox Corp IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2024 is by and between SilverBox Corp IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 9th, 2024 • SilverBox Corp IV • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2024 (this “Agreement”), is entered into by and between SilverBox Corp IV, a Cayman Islands exempted company (the “Company”), and SilverBox Sponsor IV LLC, a Delaware limited liability company (the “Purchaser”).
SilverBox Corp IV Building 2, Suite 285 Austin, TX 78746 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 9th, 2024 • SilverBox Corp IV • 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 SilverBox Corp IV, a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement
SilverBox Securities LLC 511 River Street E, Box 2420, Ketchum ID 83340Advisory Services Agreement • August 9th, 2024 • SilverBox Corp IV • Blank checks
Reference is made to that certain Advisory Services Agreement, dated as of June 17, 2024 (“Advisory Services Agreement”), between SilverBox Corp IV, a Cayman Islands exempted company (“Client”), and SilverBox Securities LLC (“SilverBox Securities”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Advisory Services Agreement.
