Sculptor Acquisition Corp ISecurities Subscription Agreement • October 15th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
This agreement (this “Agreement”) is entered into on March 15, 2021 by and between Sculptor Acquisition Sponsor I, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • October 15th, 2021 • Sculptor Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 15th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [_____], 2021, is entered into by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Sculptor Acquisition Sponsor I, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 15th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Sculptor Acquisition Sponsor I, a Cayman Islands 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between Sculptor Acquisition Corp I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [_____]. 2021Warrant Agreement • October 15th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [_____], 2021, is by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Underwriting AgreementUnderwriting Agreement • October 15th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
Sculptor Acquisition Corp I, a Cayman Islands exempted company (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 (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” and the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent that there are no additional Underwriters listed on Schedule I hereto other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall be deemed to mean you, as Underwriter. All references to “$” or “dollars” in this Agreement are to United States dollars.
Sculptor Acquisition Corp I New York, NY 10019Underwriting Agreement • October 15th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one Class A ordinary share, with a par or nominal value of $0.0001 per share, of the Company (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offe
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 15th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
