REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 20th, 2021 • 7 Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
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...Underwriting Agreement • October 20th, 2021 • 7 Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • October 20th, 2021 • 7 Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 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 • October 20th, 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”).
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 • October 20th, 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
TRANSFER AND SUBSCRIPTION AGREEMENTTransfer and Subscription Agreement • October 20th, 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”).
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”).
