REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2021 • Seven Islands Inc • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Seven Islands Inc, a Cayman Islands exempted company (the “Company”), and Seven Islands Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
INDEMNITY AGREEMENTIndemnification Agreement • May 11th, 2021 • Seven Islands Inc • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT SEVEN ISLANDS INC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • May 11th, 2021 • Seven Islands Inc • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Seven Islands Inc, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 11th, 2021 • Seven Islands Inc • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Seven Islands 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.
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • May 11th, 2021 • Seven Islands Inc • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seven Islands Inc, a Cayman Islands exempted company (the “Company”), and Seven Islands Capital LLC, a Cayman Islands limited liability company (the “Purchaser”).
Seven Islands Inc Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 11th, 2021 • Seven Islands Inc • 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 or proposed to be entered into by and between Seven Islands Inc, a Cayman Islands exempted company (the “Company”), and Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities LLC and PJT Partners LP, as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth 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.
Underwriting AgreementUnderwriting Agreement • May 11th, 2021 • Seven Islands Inc • Blank checks • New York
Seven Islands Inc, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires.
SEVEN ISLANDS INC New York, New York 10012Securities Subscription Agreement • May 11th, 2021 • Seven Islands Inc • Blank checks • New York
Seven Islands Inc, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Seven Islands Capital LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 11,500,000 of the Company’s Class B preference shares (the “Shares”), of US$0.0001 par value per share (the “Class B Preference Shares”), up to 1,500,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Company Shares” are to, collectively, the Class B Preference Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Preference Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unle
Seven Islands Inc 363 Lafayette Street New York, NY 10012Administrative Services Agreement • May 11th, 2021 • Seven Islands Inc • Blank checks • New York
