SilverBox Engaged Corp II Sample Contracts

SILVERBOX CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PUBLIC WARRANT AGREEMENT Dated as of February 27, 2023
Warrant Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2023 is by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 27, 2023 by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

SilverBox Corp III 12,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks • New York

SilverBox Corp III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC is acting as Representative (the “Representative”), an aggregate of 12,000,000 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 1,800,000 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 AGREEMENT
Registration Rights Agreement • February 10th, 2023 • SilverBox Corp III • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023, is made and entered into by and among SilverBox Corp III, a Delaware corporation (the “Company”), SilverBox Sponsor III 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 INDEMNITY AGREEMENT
Form of Indemnity Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 27, 2023 by and between SilverBox Corp III, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 10th, 2023 • SilverBox Corp III • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

SILVERBOX ENGAGED CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021
Warrant Agreement • July 8th, 2021 • SilverBox Engaged Corp II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021 is by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

INDEMNITY AGREEMENT
Indemnity Agreement • February 10th, 2023 • SilverBox Corp III • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2023 by and between SilverBox Corp III, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • November 18th, 2022 • SilverBox Engaged Corp II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023, is made and entered into by and among SilverBox Engaged Corp II, a Delaware corporation (the “Company”), SilverBox Engaged Sponsor II 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 27, 2023, is made and entered into by and among SilverBox Corp III, a Delaware corporation (the “Company”), SilverBox Sponsor III 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 CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 27, 2023
Warrant Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2023 is by and between SilverBox Corp III, 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 AGREEMENT
Private Placement • March 2nd, 2023 • SilverBox Corp III • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 27, 2023 (this “Agreement”), is entered into by and between SilverBox Corp III, a Delaware corporation (the “Company”), and SilverBox Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).

SILVERBOX ENGAGED CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PRIVATE WARRANT AGREEMENT Dated as of , 2023
Private Warrant Agreement • November 18th, 2022 • SilverBox Engaged Corp II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023 is by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

SILVERBOX CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PUBLIC WARRANT AGREEMENT Dated as of , 2023
Public Warrant Agreement • February 10th, 2023 • SilverBox Corp III • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023 is by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

SilverBox Corp III Austin, TX 78746 (512) 575-3637
Letter Agreement • March 2nd, 2023 • SilverBox Corp III • 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 between SilverBox Corp III, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of up to 13,800,000 of the Company’s units (including up to 1,800,000 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 “Prospectus”) filed by the Company with the U.S. Se

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Warrants Purchase Agreement • February 10th, 2023 • SilverBox Corp III • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2023 (this “Agreement”), is entered into by and between SilverBox Corp III, a Delaware corporation (the “Company”), and SilverBox Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 18th, 2023 • SilverBox Engaged Corp II • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

SILVERBOX ENGAGED CORP II
SilverBox Engaged Corp II • November 18th, 2022 • Blank checks

This letter agreement by and between SilverBox Engaged Corp II (the “Company”) and SilverBox Engaged Sponsor II 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 New York Stock Exchange (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”):

SILVERBOX CORP III
SilverBox Corp III • February 10th, 2023 • Blank checks

This letter agreement by and between SilverBox Corp III (the “Company”) and SilverBox Sponsor III 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 New York Stock Exchange (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”):

SILVERBOX CORP III 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746
SilverBox Corp III • March 2nd, 2023 • Blank checks
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Form of Investment Management Trust Agreement • January 27th, 2022 • SilverBox Engaged Corp II • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022 by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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