Exhibit 10.2


 


Execution Version


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of September 9, 2021, by and between SILVERspac Inc.,
a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New
York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-253161 (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 of the Company’s Class A ordinary shares, par value $0.0001 per share (each, an “Ordinary
Share”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary
Share (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 Goldman Sachs & Co. LLC and
Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”)
named therein; 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 Underwriters’ 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 Ordinary Shares 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 shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders 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 $13,750,000, or $15,812,500 if the Underwriters’ over-allotment option
is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters
upon 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 located in the United
States at J.P. Morgan 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 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,
which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while on deposit, the Trustee
may earn bank credits 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) Promptly notify the Company
and the Representatives 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 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 signed on behalf of the
Company by its Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or Chairman
of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete
the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (less up to $100,000 of interest
that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable, it being understood
that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable),
only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination
Letter in the form of Exhibit A is received, or (y) upon the date which is twenty-four (24) months after the closing of the Offering,
or such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, as it may be amended from time to time, 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 (less up to $100,000 of interest that may be released
to the Company to pay dissolution expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders
of record as of such date;


 






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(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 amount shall be delivered directly to the Company by electronic funds transfer or other
method of prompt payment, and the Company shall forward such payment 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, however, 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 for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable
(it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the
Trust Account). 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) 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 “Shareholder
Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company
to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment
to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”)
or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within twenty-four (24)
months from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ 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


 


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


 






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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, Chief Operating Officer, General Counsel, Secretary or other authorized officer of the Company. In addition, except with respect
to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, 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 reasonable and documented expenses, including reasonable
outside 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 in any way 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 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 consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 


(c) Pay the Trustee the fees
set forth on Schedule A hereto, including an initial acceptance 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 it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall
pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall
not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section
2(b) hereof;


 


(d) In connection with any vote
of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of the inspector
of elections for the general meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e) Provide the Representatives
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;


 






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(f) Expressly provide in any
Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of Exhibit A that the Deferred
Discount be paid directly to the account or accounts directed by the Representatives; and


 


(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.


 


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


 


(a) Imply obligations, perform
duties, 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 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 expenses incident thereto;


 


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


 


(e) 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;


 


(f) 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 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 with written notification to the Company, 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;


 


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


 






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(h) 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;


 


(i) 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;


 


(j) 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


 


(k) Verify calculations, qualify
or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k)
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. 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 (whether following
the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace the Trustee under
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 relating to the Trust Account, 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;


 


(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); or


 






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(c) If the Offering is not consummated
within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or SILVERspac
Sponsor LLC for purposes of funding the Trust Account shall be promptly returned to the Company or SILVERspac Sponsor LLC, as applicable.


 


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 gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket 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.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i),
1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty five percent
(65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together
as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election
to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), 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) The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City 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.


 


(e) 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, by electronic mail:


 


if to the Trustee,
to:


 


Continental Stock Transfer & Trust
Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 






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if to the Company, to:


 


SILVERspac Inc.


7 World Trade Center, 10th Floor


250 Greenwich Street


New York, New York 10007


Attn: Chief Executive Officer


Email: charlie@silvertechventures.com


 


in each case, with copies to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301


	 	Attn:	Gregg A. Noel, Esq.





	 	Michael	J. Schwartz, Esq.





	 	Email:	gregg.noel@skadden.com; michael.schwartz@skadden.com


 


and


 


Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attn: Registration Department


 


and


 


Citigroup Global Markets Inc.

388 Greenwich Street


New York, New York 10013

Attn: General Counsel


 


and


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, New York 10017


	 	Attn:	Derek Dostal, Esq.


Stephen Salmon, Esq.


	 	Email:	derek.dostal@davispolk.com; stephen.salmon@davispolk.com


 


(f) This Agreement may not be
assigned by the Trustee without the prior consent of the Company.


 






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(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) This Agreement is the joint
product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid
and sufficient delivery thereof.


 


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


 


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


 


[Signature page follows]


 






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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:	/s/
Francis Wolf
	 	 	Name:  	Francis Wolf
	 	 	Title: 	Vice President
	 	 	 
	 	SILVERspac Inc.
	 	 	 
	 	By:	/s/
Charles Federman
	 	 	Name: 	Charles Federman
	 	 	Title: 	Chief Executive Officer


 


[Signature Page to Investment Management Trust
Agreement]


 






    


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer.	 	$	3,500.00	 
	Annual fee	 	First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 






    Sched. A-1


     


    




 


EXHIBIT A



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between SILVERspac Inc. (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   (the “Target Business”) to consummate
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with the 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 (or such shorter time period as you may agree) of the consummation of the Business Combination
(“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 above-referenced trust operating account at J.P. Morgan 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 Goldman Sachs& Co.
LLC and Citigroup Global Markets Inc. (the “Representatives”) (with respect to the Deferred Discount) and the
Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating
account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representatives will earn any interest.


 


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
substantially, 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) a certificate of the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company
and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount
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 the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	SILVERspac Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Goldman Sachs & Co. LLC
	 	Citigroup Global Markets Inc.


 



    A-1


     


    




 


EXHIBIT B



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account No. - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between SILVERspac Inc. (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 merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with a Target Business (the “Business Combination”) within the time frame specified
in the Company’s amended and restated memorandum and articles of association, 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 the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected
J.P. Morgan Chase Bank, N.A. as the effective date for the purpose of determining when the Public Shareholders 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 Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the
amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, your obligations under
the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 	 
	 	SILVERspac Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Goldman Sachs & Co. LLC
	 	Citigroup Global Markets Inc.


 






    B-1


     


    

 


EXHIBIT C



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between SILVERspac Inc. (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,
	 	 
	 	SILVERspac Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Goldman Sachs & Co. LLC
	 	Citigroup Global Markets Inc.


 






    C-1


     


    

 


EXHIBIT D




[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Re: Trust Account - Shareholder Redemption Withdrawal
Instruction


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between SILVERspac Inc. (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 Shareholders on behalf of the Company $         of
the principal and 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 its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination
or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within such time as is
described in the Company’s amended and restated certificate of memorandum and articles of association or (B) with respect to any
other provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders
in accordance with your customary procedures.


 


	 	Very truly yours,
	 	 
	 	SILVERspac Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Goldman Sachs & Co. LLC
	 	Citigroup Global Markets Inc.


 


 


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