SilverBox Engaged Merger Corp I 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • New York
SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as Representatives (the “Representatives”), an aggregate of 30,000,000 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 4,500,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters. Certain capitalized terms used in this Agreement and not otherwise defined are
SilverBox Engaged Merger Corp I 8801 Calera Dr. Austin, TX 78735 (512) 575-3637Letter Agreement • March 3rd, 2021 • Silverbox Engaged Merger Corp I • 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 Engaged Merger Corp I, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 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-third 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. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “P
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2021, is made and entered into by and among SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”), SilverBox Engaged Sponsor 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”).
SILVERBOX ENGAGED MERGER CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 25, 2021Warrant Agreement • March 3rd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021is by and between SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • March 3rd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2021 (this “Agreement”), is entered into by and between SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”), and SilverBox Engaged Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 25, 2021 by and between SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SILVERBOX ENGAGED MERGER CORP ISilverbox Engaged Merger Corp I • March 3rd, 2021 • Blank checks • New York
This letter agreement by and between SilverBox Engaged Merger Corp I (the “Company”) and SilverBox Engaged Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 3rd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • New York
We are pleased to accept the offer Engaged Capital, LLC (the “Subscriber”) has made to purchase an aggregate of 10,000,000 shares (the “Securities”) of Class A common stock, par value $0.0001 (the “Class A Common Stock”), of SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”), for an aggregate purchase price of $100,000,000 in connection with the Company’s initial public offering of units, each comprising one share of Class A Common Stock and one-third of one warrant (the “IPO”). The IPO is expected as of the date hereof to generate gross proceeds to the Company in the amount of $300,000,000 (exclusive of the over-allotment option to be granted to the underwriters). This letter agreement (this “Agreement”) sets forth the terms on which the Company is willing to sell the Securities to the Subscriber, and the Company and the Subscriber’s agreements regarding such Securities, are as follows:
