0001104659-20-139247 Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 17, 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”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 17, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 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 COMPANY
Warrant Agreement • December 23rd, 2020 • Seven Oaks Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 17, 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. 22,500,000 Units Underwriting Agreement
Underwriting Agreement • December 23rd, 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 22,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,375,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”

Seven Oaks Acquisition Corp. New York, NY 10022
Letter Agreement • December 23rd, 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 25,875,000 of the Company’s units (including up to 3,375,000 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

SEVEN OAKS ACQUISITION CORP. New York, NY 10022
Letter Agreement • December 23rd, 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”):

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