WARRANT AGREEMENTWarrant Agreement • February 4th, 2022 • Seven Oaks Acquisition Corp. Ii • Blank checks • New York
This agreement (“Agreement”) is made as of , 2022 between Seven Oaks Acquisition Corp. II, a Delaware corporation, with offices at 445 Park Avenue, 17th Floor, New York, NY 10022 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 4th, 2022 • Seven Oaks Acquisition Corp. Ii • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2022, is made and entered into by and among Seven Oaks Acquisition Corp. II, a Delaware corporation (the “Company”), Seven Oaks Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), JTCM Ventures LLC, a Delaware limited liability company (“JTCM”) and Jones & Associates, Inc., a California corporation (“Jones”, and together with the Sponsor, the “Founders”, and, together with JTCM and any other person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and, collectively, the “Holders”).
Seven Oaks Acquisition Corp. II Greenwich, CT 06831Seven Oaks Acquisition Corp. Ii • February 4th, 2022 • Blank checks • New York
Seven Oaks Acquisition Corp. II, a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by Seven Oaks Sponsor II LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 6,109,375 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 796,875 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. II New York, NY 10022Letter Agreement • February 4th, 2022 • Seven Oaks Acquisition Corp. Ii • 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. II, 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 28,750,000 of the Company’s units (including up to 3,750,000 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
SEVEN OAKS ACQUISITION CORP. II New York, NY 10022Letter Agreement • February 4th, 2022 • Seven Oaks Acquisition Corp. Ii • Blank checks • New York
This letter agreement (this “Agreement”) by and among Seven Oaks Acquisition Corp. II (the “Company”) and Tamarix Capital Management LLC (“Tamarix”), an affiliate of our sponsor, Seven Oaks Sponsor II 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 Nasdaq Global Market (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”):
