REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2022 • SilverBox Engaged Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • January 27th, 2022 • SilverBox Engaged Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022 by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
SilverBox Engaged Corp II 1250 S. Capital of Texas Highway Building 2, Suite 285 Austin, TX 78746 (512) 575-3637Letter Agreement • January 27th, 2022 • SilverBox Engaged Corp II • 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 Engaged Corp II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and BofA Securities, Inc., (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 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 “Prospe
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • January 27th, 2022 • SilverBox Engaged Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2022 (this “Agreement”), is entered into by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and SilverBox Engaged Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
SILVERBOX ENGAGED CORP IISilverBox Engaged Corp II • January 27th, 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”):
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTForm 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”).
