INDEMNITY AGREEMENTIndemnification Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__________], 2020, by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2020 by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [________], 2020, is made and entered into by and among Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), Seven Oaks Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Jones & Associates, Inc., a California corporation (“Jones”, and together with the Sponsor, the “Founders”, and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT SEVEN OAKS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Seven Oaks Acquisition Corp. 18 West Lane Greenwich, CT 06831Securities Subscription Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
Seven Oaks Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by JonesTrading Institutional Services LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 1,035,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 135,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SEVEN OAKS ACQUISITION CORP 20,000,000 Units Underwriting AgreementUnderwriting Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
Seven Oaks Acquisition Corp, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [______], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and Seven Oaks Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SEVEN OAKS ACQUISITION CORP. New York, NY 10022Administrative Services Agreement • December 11th, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Seven Oaks Acquisition Corp. (the “Company”) and Tamarix Capital Management LLC (“Tamarix”), an affiliate of our sponsor, Seven Oaks Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Seven Oaks Acquisition Corp. New York, NY 10022Underwriting Agreement • December 11th, 2020 • Seven Oaks 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 Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), and JonesTrading Institutional Services LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Pr
