Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of [ ], 2021 by and between Silverman Acquisition Corp. I, a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statements
on Form S-1, File Nos. 333-[ ] and 333-[ ] (collectively, the “Registration Statement”) and prospectus (the
 “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of
which consists 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 entitling the holder thereof to purchase one share of Common Stock (such initial
public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the
U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC (the “Representative”);
and


 


WHEREAS, as described in the Prospectus, $250,000,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $287,500,000
if the Representative’s over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in
a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company
and the holders of the shares of Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered
to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $8,750,000, or $10,062,500 if the Representative’s over-allotment option is exercised in full,
is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Representative upon and
concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to enter
into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at JPMorgan Chase
Bank N.A. (or at another U.S. – chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage
institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust
Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property in solely United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury
obligations, as determined by the Company, it being understood that the Trustee has no obligation to monitor or question the
Company’s determination that an investment is in compliance with the foregoing clause; the Company shall not instruct the
Trustee to invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account
funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credit or other
consideration;


 






     


     


    

 


(d) Collect and receive, when due, all interest
or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) As soon as practicable notify the Company and
the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating
to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial
statements by the Company’s auditors;


 


(g) Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements
of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account only
after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as
applicable, signed on behalf of the Company by either of its Chief Executive Officer, President, Chief Financial Officer, Secretary or
Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company and, in
the case of Exhibit A, acknowledged and agreed to by the Representative and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including interest earned on funds held in the Trust Account (net of amounts withdrawn
in accordance with this Agreement and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses),
only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later
of (i) 24 months after the closing of the Offering and (ii) such later date as may be approved by the Company’s stockholders
in accordance with the Company’s amended and restated Certificate of Incorporation, if a Termination Letter has not been received
by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in
the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on
funds held in the Trust Account (net of amounts withdrawn in accordance with this Agreement and less up to $100,000 of interest that may
be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;


 


(j) Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned
on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Property, which such payment the Company shall forward to the relevant taxing authority; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction
in the principal amount initially deposited in the Trust account; provided, further, that if the tax to be paid
is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill
from the relevant taxing authority for the Company. The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) [Reserved];


 


(l) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a
 “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Stockholders on
behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated
Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares
of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the
Company’s amended and restated Certificate of Incorporation or with respect to any other material provisions relating to
stockholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall
constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request; and


 






     


     


    

 


(m) Not make any withdrawals or distributions from
the Trust Account other than pursuant to Section 1(i), (j) or (l) above.


 


2. Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder
in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer or Secretary.
In addition, except with respect to its duties under Sections 1(i), 1(j), 1(k) and 1(l) hereof, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any such written instructions and, further, any verbal or telephonic advice or instruction
which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that
the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other
proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses
and losses resulting from the Trustee’s, or its representatives’, gross negligence, fraud or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the
selection of counsel, which shall not be unreasonably withheld, conditioned, or delayed; provided, further that
the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to
mount such a defense. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company. The
Company may participate in any such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on Schedule A hereto,
including an initial set-up fee, annual administration fee, and transaction processing fee which fees shall be subject to modification
by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until the
property is distributed to the Company pursuant to Sections 1(i) hereof. The Company shall pay the Trustee the initial
set-up fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company the annual
administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company
shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and
as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s
stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit
or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business
Combination;


 









     


     


    

 


(e) Provide the Representative with a copy of any
Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the
Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed between the Company
and the Representative, ensure that any Instruction Letter delivered in connection with a Termination Letter in the form of Exhibit A expressly
provides that the Deferred Discount is paid directly to the accounts as directed by the Representative prior to any transfer of the funds
held in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee to make only those distributions
that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under
this Agreement; and


 


(h) Within four (4) business days after the
Representative exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment expires, provide the Trustee
with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than $8,750,000, or $10,062,500
if the underwriters’ overallotment option is exercised in full.


 


3. Limitations of Liability. The Trustee
shall have no responsibility or liability to:


 


(a) Perform any implied duties or obligations,
inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set
forth herein;


 


(b) Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising
out of the Trustee’s, or its representatives’, gross negligence, fraud, or willful misconduct;


 


(c) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;


 


(d) Change the investment of any Property,
other than in compliance with Section 1 hereof, and in no event shall the Trustee be liable for the selection of investments
or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity
date or the failure of the Company to provide timely written investment instruction


 


(e) Refund any depreciation in principal of any
Property;


 


(f) Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(g) The other parties hereto or to anyone else
for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best
judgment, except for the Trustee’s, or its representatives’, gross negligence, fraud, or willful misconduct. The Trustee may
rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 









     


     


    

 


(h) Verify the accuracy of the information contained
in the Registration Statement;


 


(i) Provide any assurance that any Business Combination
entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(j) File information returns with respect to the
Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the
taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare, execute and file tax reports, income
or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless
of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations,
except pursuant to Section 1(j) hereof; or


 


(l) Verify calculations, qualify or otherwise approve
the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and 1(l) hereof.


 


4. Trust Account Waiver. The Trustee
has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust
Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In
the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof,
the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or
any monies in the Trust Account.


 


5. Termination and Replacement of Trustee.
This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the
Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management
of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements and any
other reasonable transfer requests that the Company may make, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with
the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or


 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential
information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of the Trustee’s, or its representatives’, gross negligence,
fraud, or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the funds.


 









     


     


    

 


(b) This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may only be
changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) Sections 1(i) and 1(l) hereof
may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders, it being
the specific intention of the parties hereto that each of the Company’s stockholders is, and shall be, a third party beneficiary
of this Section 6(d) with the same right and power to enforce this Section 6(d) as the other
parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt
by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation
Law, as amended (“DGCL”) (or any successor rule), who hold fifty percent (50%) or more of all then outstanding shares
of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have
voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record as of the record date
who hold fifty percent (50%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001
per share, of the Company voting together as a single class, have delivered to such entity a signed writing approving such change, amendment
or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his share of
Common Stock in connection with a stockholder vote sought to amend the Certificate of Incorporation. Except for any liability arising
out of the Trustee’s, or its representatives’, gross negligence, fraud, or willful misconduct, the Trustee may rely conclusively
on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing
the proposed amendment in reliance thereon.


 


(e) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, County of New York, State of New York, for purposes
of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES
THE RIGHT TO TRIAL BY JURY.


 


(f) Any notice, consent or request to be given
in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:


 


	 	if to the Trustee, to:
	 	 
	 	 	Continental Stock Transfer & Trust Company
	 	 	1 State Street, 30th Floor
	 	 	New York, NY 10004
	 	 	Attention: Compliance Department


 


	 	if to the Company, to:
	 	 
	 	 	Silverman Acquisition Corp. I
	 	 	527 Madison Avenue, 24th Floor 
	 	 	New York, New York 10022
	 	 	Attention: Henry R. Silverman
	 	 
	 	in each case, with copies to:
	 	 
	 	 	Ellenoff Grossman & Schole LLP
	 	 	1345 Avenue of the Americas
	 	 	New York, New York 10105
	 	 	Attn: Stuart Neuhauser, Esq.



 






     


     


    

 


	 	 and
	 	 	 
	 	 	J.P. Morgan Securities LLC
	 	 	383 Madison Avenue, 37th Floor
	 	 	New York, New York 10179
	 	 	Attn: Equity Syndicate Desk


 


	 	in each case, with copies to:
	 	 	 
	 	 	Davis Polk & Wardwell LLP
	 	 	450 Lexington Avenue
	 	 	New York, NY 10017
	 	 	Attn: Derek J. Dostal, Esq.


 


(g) Each of the Company and the Trustee hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h) Each of the Company and the Trustee hereby
acknowledges and agrees that the Representative is a third party beneficiary of this Agreement.


 


(i) The Trustee shall perform its duties under
this Agreement in compliance with all applicable laws and keep confidential all information relating to this Agreement and, except as
required by applicable law, shall not use such information for any purpose other than the performance of the Trustee’s obligations
under this Agreement.


 


(j) Except as specified herein, no party to this
Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


(k) This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the
same Agreement. Only one counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence
of this Agreement.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 
	 	 
	 	Silverman Acquisition Corp. I
	 	 
	 	By:	 
	 	 	Name: Henry R. Silverman
	 	 	Title: Chief Executive Officer


 


[Signature Page to Investment
Management Trust Agreement]


 









     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	 	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j), and 1(l)	 	 Billed to Company following disbursement made to Company under Section 1	 	$	 	 
	Paying Agent services as required pursuant to Section 1(i) and 1(l)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(l)	 	 	Prevailing rates	 


 





 






     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzales


 


	 	Re:	Trust Account No. Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Silverman Acquisition Corp. I (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [insert name] (the “Target Business”) to consummate a business
combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you
at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating
account at JPMorgan Chase Bank N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it
by the Representative) (with respect to the Deferred Discount). It is acknowledged and agreed that while the funds are on deposit in the
trust operating account at JPMorgan Chase Bank N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company
shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business
Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction
signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of
amounts owed to public stockholders who have properly exercised their redemptions rights and payment of amounts of the Deferred Discount
to the underwriter from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the
terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated. 


 


In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the
Consummation Date as set forth in such written instruction as soon thereafter as possible.


 









     


     


    

 


	 	Very truly yours,
	 	 
	 	Silverman Acquisition Corp. I
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Acknowledged:
	 	 
	 	 	J.P. Morgan Securities LLC
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:


 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzales


 


	 	Re:	Trust Account No.  Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Silverman Acquisition Corp. I (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”), this is to advise you that the Company
has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended
and restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account
held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [insert completion
deadline] as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of
the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the amended and restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Silverman Acquisition Corp. I
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	J.P. Morgan Securities LLC	 


 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzales


 


	 	Re:	Trust Account No.  Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between Silverman Acquisition Corp. I (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”), the Company hereby
requests that you deliver to the Company $___________ of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds [to pay for the tax
obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Silverman Acquisition Corp. I
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	J.P. Morgan Securities LLC	 


 









     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzales


 


	 	Re:	Trust Account No.  Stockholder Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(l) of the
Investment Management Trust Agreement between Silverman Acquisition Corp. I (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”), the Company hereby
requests that you deliver to the redeeming Public Stockholders of the Company $__________ of the principal and interest income earned
on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Stockholders
who have requested redemption of their shares. Capitalized terms used but not defined herein shall have the meanings set forth in the
Trust Agreement.


 


The Company needs such funds to pay its Public Stockholders
who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve
an amendment to the Company’s amended and restated Certificate of Incorporation. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	Silverman Acquisition Corp. I
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	J.P. Morgan Securities LLC