PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 13th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
Contract Type FiledDecember 13th, 2021 Company Industry JurisdictionTHIS 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 December 8, 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 • December 13th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
Contract Type FiledDecember 13th, 2021 Company Industry JurisdictionTHIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 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 December 8, 2021Warrant Agreement • December 13th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
Contract Type FiledDecember 13th, 2021 Company Industry JurisdictionTHIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 13th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
Contract Type FiledDecember 13th, 2021 Company Industry JurisdictionThis Investment Management Trust Agreement (this “Agreement”) is made effective as of December 8, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • December 13th, 2021 • Sculptor Acquisition Corp I • Blank checks • Delaware
Contract Type FiledDecember 13th, 2021 Company Industry JurisdictionTHIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 8, 2021, by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and the undersigned director or officer (“Indemnitee”).
December 8, 2021Letter Agreement • December 13th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
Contract Type FiledDecember 13th, 2021 Company Industry JurisdictionThis 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 $11.50 per share, subject to adjustment. The Units will be sold in the Public Offe
Underwriting AgreementUnderwriting Agreement • December 13th, 2021 • Sculptor Acquisition Corp I • Blank checks • New York
Contract Type FiledDecember 13th, 2021 Company Industry JurisdictionSculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” and the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent that there are no additional Underwriters listed on Schedule I hereto other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall be deemed to mean you, as Underwriter. All references to “$” or “dollars” in this Agreement are to United States dollars.