SEVEN OAKS ACQUISITION CORP. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [ l ], 2021 7.00% Convertible Senior Notes due 2026 CONTENTSIndenture • October 22nd, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses • New York
Notwithstanding anything to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds [ l ] shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).
INDEMNIFICATION And Advancement AGREEMENTIndemnification & Liability • October 22nd, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of _______________ by and between Boxed, Inc., a Delaware corporation (the “Company”), and _______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 21, 2021, is made by and between Seven Oaks Acquisition Corporation (the “Company”), and Alison Weick (“Executive”). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date (as defined below).
Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid...Agreement and Plan of Merger • October 22nd, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses
We have acted as special tax counsel to Giddy Inc., a Delaware corporation (“Company”), in connection with the Agreement and Plan of Merger, dated as of June 13, 2021 (the “Merger Agreement”), by and among Seven Oaks Acquisition Corp., a Delaware corporation (“Parent”), Blossom Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent (“Merger Sub I”), Blossom Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II”), and Company. This opinion is being delivered in connection with the registration statement on Form S-4, filed with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”), of Parent, including the proxy statement/prospectus forming a part thereof (the “Proxy Statement/Prospectus”), relating to the transactions contemplated by the Merger Agreement. Capitalized terms not defined herein have the meanings specified in
EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses • New York
