Exhibit 10.2


 


[ ], 2021


 


Silverman Acquisition Corp. I


527 Madison Avenue, 24th Floor


New York, New York 10022

(212) 468-5040


 


	 	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered
into by and between Silverman Acquisition Corp. I, a Delaware corporation (the “Company”) and J.P Morgan Securities
LLC (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”),
of 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 “Prospectus”) filed
by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have
the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Representative
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Silverman Acquisition Sponsor LLC (the “Sponsor”) and each of the
undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby severally (and not jointly and severally) agrees with the Company as follows:


 


1. The Sponsor and each Insider
agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination
and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company seeks
to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will
not sell or tender any shares of Capital Stock owned by it, him or her in connection therewith.


 


2. The Sponsor and each
Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from the
closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor and each Insider
shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem
100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of amounts
withdrawn to pay the Company’s taxes (“Permitted Withdrawals”)) and less up to $100,000 of interest to pay
dissolution expenses)), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all
Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to
the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The
Sponsor and each Insider agree to not propose any amendment to the Charter that would modify the substance or timing of the
Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the
required time period set forth in the Charter or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, unless the Company provides its Public Stockholders with the opportunity to
redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest (net of Permitted Withdrawals), divided by the number of then
outstanding Offering Shares.


 






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The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account as a result of any
liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waive,
with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of Common Stock (although
the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter or in
connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation
to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period set forth in the
Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity).


 


3. During the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units,
shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).


 


4. In the event of the
liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor or any other Insider) agrees to indemnify and hold harmless the Company against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to
which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to
the Company or (ii) any prospective target business with which the Company has entered into a letter of intent, confidentiality or
other similar agreement for a Business Combination (a “Target”); provided, however, that
such indemnification of the Company by the Sponsor (x) shall apply only to the extent necessary to ensure that such claims by a
third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share
or (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if
less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets less
Permitted Withdrawals, (y) shall not apply to any claims by a third party (including a Target) that executed a waiver of any and all
rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims
under the Company’s indemnity of the Representative against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies
the Company in writing that it shall undertake such defense. For the avoidance of doubt, none of the Company’s officers or
directors will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective
target businesses.


 






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5. To the extent that the Representative
does not exercise their over-allotment option to purchase up to an additional 3,750,000 Units within 45 days from the date of the Prospectus
(and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal
to the product of 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased by the
Representative upon the exercise of its over-allotment option, and (ii) the denominator of which is 3,750,000. The forfeiture will be
adjusted to the extent that the over-allotment option is not exercised in full by the Representative so that the Initial Stockholders
will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering. To the
extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization or share repurchase, redemption
or stock split or other appropriate mechanism, as applicable, immediately prior to the consummation of the Public Offering in such amount
as to maintain the ownership of the Capital Stock of the Initial Stockholders prior to the Public Offering at 20.0% of the Company’s
issued and outstanding Capital Stock upon the consummation of the Public Offering. In connection with such increase or decrease in the
size of the Public Offering, (A) references to 3,750,000 in the numerator and denominator of the formula in the first sentence of this
paragraph shall be changed to a number equal to 15% of the number of shares included in the Units issued in the Public Offering and (B)
the reference to 937,500 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares
that the Sponsor would have to return to the Company in order to hold (with all of the Initial Stockholders) an aggregate of 20.0% of
the Company’s issued and outstanding Capital Stock after the Public Offering.


 


6. (a) The Sponsor and each
Insider hereby agrees and acknowledges that: (i) the Representative and the Company would be irreparably injured in the event of a breach
by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this
Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the
earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination,
(x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agree
that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon the exercise of
the Private Placement Warrants) until 30 days after the completion of a Business Combination (the “Private Placement Warrants
Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the
provisions set forth in paragraphs 3 and 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of
Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are
held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or
directors, any members of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a
member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by
virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a
qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of a
Business Combination at prices no greater than the price at which the securities were originally purchased; (f) transfers in the
event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) transfers by virtue of the
laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the
event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which
results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for
cash, securities or other property subsequent to the completion of the initial business combination; (i) to a nominee or custodian
of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h)
above; provided, however, that in the case of clauses (a) through (e) and (i), these permitted transferees
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other
restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating
distributions).


 






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8. The Sponsor and each Insider
represent and warrant that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she
is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person,
or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in the Prospectus,
neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall
receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other
compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial
Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the
proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances of up
to $300,000 made to the Company by the Sponsor to cover expenses related to the organization of the Company and the Public Offering; payment
to an affiliate of the Sponsor for certain office space, utilities and secretarial and administrative support as may be reasonably required
by the Company for a total of $10,000 per month; and repayment of loans, if any, and on such terms as to be determined by the Company
from time to time, made by the Sponsor or certain of the Company’s officers and directors to finance transaction costs in connection
with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion
of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from
the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post Business Combination
entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants,
including as to exercise price, exercisability and exercise period.


 


10. The Sponsor and each Insider
has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or
non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as
an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer
and/or a director of the Company.


 









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11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the Common
Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 7,187,500 shares of the Company’s Class B
common stock, par value $0.0001 per share, (or 6,250,000 shares if the over-allotment option is not exercised by the Representative) initially
held by the Sponsor, officers, independent directors and/or director nominees and advisors of the Company; (iv) “Initial Stockholders”
shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement
Warrants” shall mean the warrants to purchase up to 4,666,667 shares of Common Stock of the Company (or 5,166,667 shares of
Common Stock if the over-allotment option is exercised in full) that the Sponsor and certain other investors have agreed to purchase for
an aggregate purchase price of $7,000,000 in the aggregate (or $7,750,000 if the over-allotment option is exercised in full), or $1.50
per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall
mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall
be deposited; and (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to,
any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c)
public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


12. This Letter Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct
a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. Except as otherwise provided
herein, no party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the
Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


14. Nothing in this Letter Agreement
shall be construed to confer upon, or give to, any person or entity other than the parties hereto any right, remedy or claim under or
by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto
and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15. This Letter Agreement may be
executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


16. This Letter Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 









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17. This Letter 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. The parties hereto (i) all agree
that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


18. Any notice, consent or request
to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 


19. This Letter Agreement shall
terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by September 30,
2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation for a period of six years.


 


[Signature Page Follows]


 



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	 	Sincerely,
	 	 
	 	silverman acquisition sponsor llc
	 	 
	 	 	By:	 
	 	 	Name: Henry R. Silverman
	 	 	Title: Managing Member


 


	 	By: 	 
	 	 	Henry R. Silverman


 


	 	By: 	 
	 	 	Thomas Christopoul


 


	 	By: 	 
	 	 	Eric Murzyn


 


	 	By: 	 
	 	 	Gail Mandel


 


	 	By: 	 
	 	 	Stephen P. Holmes


 


	 	By: 	 
	 	 	Anita Allen


 


	 	By: 	 
	 	 	Mo El Husseiny


 


 


	Acknowledged and Agreed:	 
	 	 
	SILVERMAN ACQUISITION CORP. I	 
	 	 
	By: 	 	 
	 	Name: Henry R. Silverman 	 
	 	Title: Chief Executive Officer	 


 


[Signature Page to Letter Agreement]