INDEMNITY AGREEMENTIndemnification Agreement • September 10th, 2021 • 7 Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Stamford, Connecticut 06902Securities Subscription Agreement • April 5th, 2021 • 7 Acquisition Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on March 8, 2021 by and between 7 Acquisition Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other series of Company common stock, the “Common Stock”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and 7 Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 9, 2021, is made and entered into by and among 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and 7 Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, shall each be a “Holder” and collectively shall be the “Holders”).
November 4, 2021Underwriting Agreement • November 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 20,000,000 of the Company’s units (and up to an additional 3,000,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share 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 a prospectus
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 9, 2021Warrant Agreement • November 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 9, 2021, is by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 4, 2021, is entered into by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and 7 Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2021 • 7 Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Underwriting AgreementUnderwriting Agreement • November 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
Each Unit consists of one Class A ordinary share of the Company, par value U.S. $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Underwriter informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 9, 2021, by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TRANSFER AND SUBSCRIPTION AGREEMENTTransfer and Subscription Agreement • November 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
This Transfer and Subscription Agreement (this “Agreement”) is entered into as of [●], 2021, among 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), 7 Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and [BlackRock Entity] (the “Purchaser”).
ContractOffice Space and Support Services Agreement • September 10th, 2021 • 7 Acquisition Corp • Blank checks
ContractConsulting Agreement • November 10th, 2021 • 7 Acquisition Corp • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of 7 Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), 7 Acquisition Holdings, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, administrative support and consulting services as may be required by the Company from time to time, situated at 750 East Main Street, Suite 600, Stamford, CT 06902 (or any successor location). The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”) in or to any monies
Surrender of Shares and Amendment No. 1 to the Securities Subscription AgreementSecurities Subscription Agreement • October 20th, 2021 • 7 Acquisition Corp • Blank checks • Delaware
This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated October 14, 2021 (this “Agreement”), is made by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and 7 Acquisition Holdings, LLC, a Delaware limited liability company (the “Subscriber”).
