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 ISilverbox Engaged Merger Corp I • January 20th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on December [__], 2020 by and between SilverBox Engaged Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture 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:
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”).
INDEMNITY AGREEMENTIndemnity Agreement • February 18th, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
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”).
RESTRICTED UNITS AGREEMENTRestricted Units Agreement • December 14th, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Utah
This Restricted Units Agreement (this “Agreement”) is effective as of September 28, 2018 (the “Grant Date”) by and between Authentic Brands LLC, a Delaware limited liability company (the “Company”), and Scott Harvey (“Recipient”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below.
INCENTIVE UNITS AGREEMENTIncentive Units Agreement • December 14th, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Utah
This Incentive Units Agreement (this “Agreement”) is effective as of September 28, 2018 (the “Grant Date”) by and between Authentic Brands LLC, a Delaware limited liability company (the “Company”), and Evan Hafer (“Recipient”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below.
FORM OF TAX RECEIVABLE AGREEMENT by and among BRC INC., AUTHENTIC BRANDS LLC, and THE AGENT DATED AS OFTax Receivable Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], is hereby entered into by and among BRC Inc., a Delaware public benefit corporation (the “Corporation”), Authentic Brands LLC, a Delaware limited liability company (the “Company”), and the Agent.
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:
FORM OF INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement”), dated as of ______________, 2021 (the “Effective Date”), is made by and among (i) BRC Inc., a Delaware public benefit corporation (including any of its successors or assigns, “PubCo”); (ii) SilverBox Engaged Sponsor LLC, a Delaware limited liability company (the “Sponsor”); (iii) the Engaged Capital Investors (as defined herein); (iv) Evan Hafer (the “Founder”), (v) New Coffee Holdings, LLC, a Delaware limited liability company (the “Sterling Equityholder”), (vi) Mathew Best, (vii) Jarred Taylor, (viii) Richard Ryan, (ix) Tom Davin and (x) the persons and entities listed on Schedule A hereto (collectively, the “Legacy Equityholders”). Each of the persons listed under clauses (i) to (x) may be referred to herein as a “Party” and collectively as the “Parties” and and each of the persons listed under clauses (ii) to (x) may be referred to
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • Silverbox Engaged Merger Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 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”).
November 2, 2021Silverbox Engaged Merger Corp I • November 2nd, 2021 • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of November 2, 2021 (as may be further amended, restated, supplemented or otherwise modified from to time, the “Combination Agreement”), by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), BRC Inc., a Delaware public benefit corporation and wholly owned subsidiary of SilverBox (“Pubco”), SBEA Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Merger Sub 1”), BRCC Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SilverBox (“Merger Sub 2”), Grand Opal Investment Holdings, Inc., a Delaware corporation, and Authentic Brands LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Combination Agreement.
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • New York
This letter agreement (this “Agreement”) is being entered into by and among Engaged Capital, LLC, a Delaware limited liability company, acting solely in its capacity as investment advisor (in such capacity, the “Advisor”) to one or more investment funds or accounts (each such investment fund or account, a “Subscriber” and collectively, the “Subscribers”), SilverBox Engaged Merger Corp I, a Delaware corporation (the “Company”), and Authentic Brands LLC, a Delaware limited liability company (“BRCC”), and amends and restates as set forth herein the Forward Purchase Agreement, dated as of February 24, 2021, between the Company and Subscriber, pursuant to which the Subscriber agreed to purchase, and the Company agreed to sell, an aggregate of 10,000,000 shares of Class A common stock, par value $0.0001 (the “Class A Common Stock”), of the Company, for an aggregate purchase price of $100,000,000 in connection with the Company’s initial business combination.
FORM OF SUBSCRIPTION AND BACKSTOP AGREEMENTForm of Subscription and Backstop Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks
This SUBSCRIPTION AND BACKSTOP AGREEMENT (this “Subscription Agreement”) is entered into on November 2, 2021, by and between SilverBox Engaged Merger Corp I, a Delaware corporation (“SBEA”), and the undersigned subscriber (the “Subscriber”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG SILVERBOX ENGAGED MERGER CORP I, BRC INC., SBEA MERGER SUB LLC, BRCC BLOCKER MERGER SUB LLC,T:\tm2131550-2\tm2131550-2_8kaseq1 GRAND OPAL INVESTMENT HOLDINGS, INC. AND AUTHENTIC BRANDS, LLC DATED AS OF...Business Combination Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), BRC Inc., a Delaware corporation and wholly owned subsidiary of SilverBox (“Pubco”), SBEA Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Merger Sub 1”), BRCC Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SilverBox (“Merger Sub 2”), Grand Opal Investment Holdings, Inc., a Delaware corporation (“Blocker Corp”), and Authentic Brands, LLC, a Delaware limited liability company (the “Company”). SilverBox, Pubco, Merger Sub 1, Merger Sub 2, Blocker Corp and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Utah
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of May 7, 2020, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the “Company”), and Gregory J. Iverson (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January 7, 2019, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the “Company”), and Thomas E. Davin (“Executive”).
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), Authentic Brands, LLC, a Delaware limited liability company (the “Company”), and the Company unitholder set forth on Schedule 1 hereto (the “Supporting Holder”). SilverBox, the Company and the Supporting Holder shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 5th, 2022 • Silverbox Engaged Merger Corp I • Blank checks
This First Amendment to Business Combination Agreement (this “Amendment”) is entered into as of January 4, 2022, by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), BRC Inc., a Delaware corporation and wholly owned subsidiary of SilverBox (“Pubco”), SBEA Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Merger Sub 1”), BRCC Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SilverBox (“Merger Sub 2”), Grand Opal Investment Holdings, Inc., a Delaware corporation (“Blocker Corp”), and Authentic Brands, LLC, a Delaware limited liability company (the “Company”). SilverBox, Pubco, Merger Sub 1, Merger Sub 2, Blocker Corp and the Company shall be referred to herein from time to time collectively as the “Parties” and each individually as a “Party”. Any capitalized term used but not defined in this Amendment shall have the meaning ascribed to such term in the Combination Agreement
