FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS 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 , 2021, is entered into by and between Stillwater Growth Corp. I, a Delaware corporation (the Company), and D Squared Sponsor LLC, a Delaware limited liability company (the Purchaser).
WHEREAS, the Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (a Share), and one-third of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Companys Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the SEC), File Number 333- (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act); and
WHEREAS, the Purchaser has agreed to purchase, at a price of $1.50 per warrant, an aggregate of 4,816,667 warrants (and up to 5,266,667 additional warrants if the underwriters in the Public Offering exercise their over-allotment option in full) (the Private Placement Warrants), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the IPO Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 4,816,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $7,225,000 (the Purchase Price). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, consisting of (i) $4,475,000 to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Companys wiring instructions (the Trust Account), and (ii) $2,750,000 to, or on behalf of, the Company in accordance with the Companys wiring instructions. On