Exhibit 10.6


 


THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER
RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.


 





THE PURCHASE OF THE SECURITIES INVOLVES A HIGH
DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


TRANSFER AND SUBSCRIPTION AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS, the Company was incorporated for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses or entities (a “Business Combination”);


 


WHEREAS, the Company has confidentially submitted
to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of units (the “Public Units”), at
a price of $10.00 per Public Unit, each Public Unit comprised of one Class A ordinary share, par value $0.0001 per share, of the
Company (“Class A Ordinary Shares,” and the Class A Ordinary Shares included in the Public Units, the “Public
Shares”), and one-half of one redeemable warrant, where each whole warrant is initially exercisable to purchase one Class A
Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (the “Warrants,” and the Warrants included
in the Public Units, the “Public Warrants”);


 


WHEREAS, proceeds from the IPO and the sale of
the Private Placement Warrants (as defined below) in an aggregate amount equal to 102% of the aggregate gross proceeds from the IPO will
be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described
in the Registration Statement;


 


WHEREAS, following the closing of the IPO (the
 “IPO Closing”), the Company will seek to identify and consummate a Business Combination; WHEREAS, in connection
with the IPO, the Sponsor and the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing,
[●] warrants which are identical to the Warrants except that they will be non-redeemable and exercisable on a cashless basis so
long as they are held by the Sponsor, the Purchaser or their respective permitted transferees (the “Private Placement Warrants”),
for a purchase price of $1.00 per Private Placement Warrant (the “Private Placement Offering”);


 


WHEREAS, the parties wish to enter into this Agreement,
pursuant to which the Purchaser shall purchase (i) a portion of the total number of Class B ordinary shares, par value $0.0001
per share, of the Company (“Class B Ordinary Shares” and collectively with the Class A Ordinary Shares, the
 “Ordinary Shares”) in connection with the closing of the Business Combination from the Sponsor (“Founder Shares”)
and (ii) Private Placement Warrants (together with the Founder Shares, the “Subscribed Securities”) at the IPO
Closing from the Company;


 


WHEREAS, the Company and the Sponsor have entered
into or intend to concurrently with this Agreement enter into agreements (collectively, the “Subscription Agreements”
in the form of this Agreement with certain affiliates of the Purchaser (together with the Purchaser, the “Subscribing Parties”)
for the purchase of Founder Shares and Private Placement Warrants set forth therein; and


 


WHEREAS, the Company, the Sponsor and the Subscribing
Parties intend for the purchase of Founder Shares and Private Placement Warrants as set forth herein to be made pursuant to Section 4(a)(1) and
Section 4(a)(2), respectively, of the Securities Act of 1933, as amended (the “Securities Act”).


 






     


     


    

 


NOW, THEREFORE, in consideration of the premises,
representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1.            Sale
and Purchase.


 


(a)            Securities.


 


(i)            Subject
to the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company on the date
of the IPO Closing, and the Company agrees to issue and sell to the Purchaser, the number of Private Placement Warrants set forth on Schedule
A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Warrant Purchase Price”), by
wire transfer of immediately available funds or other means approved by the Company.


 


(ii)            Subject
to the terms and conditions hereof, on the date of the Business Combination Closing (as defined below), the Purchaser agrees to purchase
from the Sponsor, and the Sponsor agrees to transfer and sell to the Purchaser, the number of Founder Shares set forth on Schedule A hereto
for the aggregate purchase price set forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved
by the Sponsor; provided, however, that if the Business Combination Closing has not occurred by the date that is eighteen (18) months
from the IPO Closing or any shareholder-approved extension period, then no purchase of Founder Shares shall occur pursuant to this Section 1(a)(ii).


 


(iii)            The
Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account
of the Subscribed Securities (collectively, the “Securities”), will be subject to restrictions on transfer as set forth
in this Agreement.


 


(iv)            The
Company shall notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective
Date”) at least three (3) Business Days (as defined below) prior to the Effective Date and the anticipated date of the
IPO Closing (the “IPO Closing Date”), and the Purchaser shall remit the Initial Warrant Purchase Price to an account
specified by the Company in such notice, by wire transfer of immediately available funds or other means approved by the Company, on the
IPO Closing Date, or such other date as the Company and the Purchaser may agree upon in writing; provided, however, that (1) if
the actual number of Public Units offered and sold in the IPO is greater than 40,000,000 or less than 20,000,000 or (2) Craig Cogut,
Joel Haney, Aren LeeKong and/or Brian Friedman do not acquire at least 50% of the Private Placement Warrants offered in the Private Placement
Offering, then, in either case, the Purchaser shall not be obligated to remit the Initial Warrant Purchase Price as set forth in Section 1(a)(i),
and this Agreement shall terminate and be of no further force or effect. As used herein, “Business Day” means any day,
other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or
required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven
(7) Business Days after the date on which the Purchaser remitted its Initial Warrant Purchase Price, then, unless the Purchaser otherwise
agrees in writing, the Company will promptly return such amounts to the Purchaser. If the IPO Closing has not occurred by January 15,
2022, this Agreement shall terminate and be of no further force or effect.


 


(v)            In
the event that the underwriters’ over-allotment option in connection with the IPO (the “Over-allotment Option”)
is exercised, the Purchaser agrees to purchase additional Private Placement Warrants as indicated on Schedule A hereto at a price of $1.00
per warrant. The Company shall notify the Purchaser in writing of the anticipated date of each closing of the exercise of the Over-allotment
Option, if any (each, an “Over-allotment Closing”) at least three (3) Business Days prior to such Over-allotment
Closing, and the Purchaser shall pay the purchase price for the Private Placement Warrants to be purchased in connection with such Over-allotment
Closing by wire transfer of immediately available funds or other means approved by the Company on the date of such Over-allotment Closing,
or such other date as the Company and the Purchaser may agree upon in writing. If the Over-allotment Closing has not occurred by the date
that is seven (7) Business Days after the date on which the Purchaser remitted the purchase price for the Private Placement Warrants
to be purchased in connection with such Over-allotment Closing, then, unless the Purchaser otherwise agrees in writing, the Company will
promptly return such amounts to the Purchaser.


 






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(vi)            On
the date of the IPO Closing, the Company shall issue to the Purchaser the number of Private Placement Warrants set forth on Schedule A
hereto. On the date of each Over-allotment Closing, if any, the Company shall issue to Purchaser the number of Private Placement Warrants
as set forth on Schedule A hereto.


 


(b)            Closing
Conditions. The Purchaser’s obligation to purchase the Subscribed Securities, and the Sponsor’s and the Company’s
obligation to sell the Subscribed Securities to the Purchaser, is conditioned upon satisfaction of the following conditions precedent
(any or all of which may be waived by the Company, the Sponsor and the Purchaser in its sole discretion with respect to the other parties’
conditions):


 


(i)            On
the IPO Closing, an Over-allotment Closing or the Business Combination Closing, as applicable, no legal, administrative or regulatory
action, suit or proceeding shall be pending which seeks to restrain or prohibit the transactions contemplated by this Agreement;


 


(ii)            The
representations and warranties of the Company, the Sponsor and the Purchaser, contained in this Agreement shall have been true and correct
on the date of this Agreement and shall be true and correct on the IPO Closing, an Over-allotment Closing or the Business Combination
Closing, as applicable, as if made on the date of such closing; and


 


(iii)            The
Sponsor shall have on the IPO Closing, an Over-allotment Closing or the Business Combination Closing, as applicable, concurrently consummated
its subscription under its Subscription Agreement.


 


(c)            Delivery
of Securities.


 


(i)            The
Company shall register the Purchaser as the owner of the Private Placement Warrants with the Company’s transfer agent by book entry
on or prior to the date of the IPO Closing (provided that prior to the Company’s appointment of a transfer agent it shall register
the Purchaser as the owner of such securities in the Company’s share ledger upon issuance thereof).


 


(ii)            Each
register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall be
stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE
HOLDER AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY
OF THE COMPANY.”


 


(d)            Legend
Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be
sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144
under the Securities Act, or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then
at the Purchaser’s written request, the Company will use best efforts to cause the Company’s transfer agent to remove the
legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable and customary procedures for such
removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the
Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without
any such legend.


 






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(e)            Registration
Rights. On the IPO Closing, the Company shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Sponsor, the Subscribing Parties and certain other parties thereto, in substantially the form provided to the Purchaser prior
to the date hereof. The Registration Rights Agreement shall provide the Purchaser with registration rights with respect to the Subscribed
Securities that are no less favorable to the Purchaser than the registration rights of the Sponsor set forth therein.


 


2.            Potential
Forfeiture.


 


(a)            If
on either of (i) the last day on which the Purchaser may exercise its redemption rights relating to the Public Shares (if any) it
holds or (ii) on the date of the vote by the Company’s shareholders to approve the Business Combination (each, a “Determination
Date”), the Purchaser beneficially owns or holds, directly or indirectly, after giving effect to any redemptions of Ordinary
Shares in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that
is less than the Forfeiture Threshold (as defined below), then the Founder Shares that the Sponsor will transfer and Purchaser will purchase
pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold
less the number of Public Shares held by the Purchaser (if any) after giving effect to any redemptions of the Public Shares by the Purchaser,
and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”); provided, however, that
in no event shall the Ownership Reduction reduce the number of Founder Shares that the Sponsor will transfer and the Purchaser will purchase
pursuant to Section 1(a)(ii) by more than 50%. For the avoidance of doubt, in calculating the number of Public Shares (if any)
which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination Date
Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be
double counted among Subscribing Parties). As used herein, the “Forfeiture Threshold” shall mean [●]% of the
issued and outstanding Public Shares. On each Determination Date, Purchaser shall provide upon request of the Company a holdings report
reflecting the Purchaser’s holdings of the Ordinary Shares as of such Determination Date. If there is a discrepancy between the
Purchaser’s holdings as represented by the Purchaser and the Company’s records, the parties agree to reconcile any differences
in good faith.


 


(b)            Solely
by way of example to illustrate the provisions of Section 2(a), if 20,000,000 Public Shares are issued and outstanding, the Forfeiture
Threshold is [●] and on a Determination Date the Purchaser beneficially owns [●] Public Shares (such that the number of Determination
Date Shares is [●]), then the number of Founder Shares that may be purchased pursuant to Section 1(a)(ii) shall be reduced
by [●]%. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private
Placement Warrants.


 


(c)            The
Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate
a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the
Founder Shares or to enter into any other arrangements with respect to the Founder Shares (including, without limitation, a transfer
of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such
Business Combination, including voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Investment”),
such Change of Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares that would
be held by the Purchaser and Sponsor in the absence of a Change in Investment; provided that any such forfeiture, transfer, exchange
or amendment to the terms of the Founder Shares that the Sponsor will transfer and the Purchaser will purchase pursuant to Section 1(a)(ii) (including
subjecting such Founder Shares to earn-outs) shall not, in any event, exceed 25% of the Purchaser’s Founder Shares. By way of example
and without limiting the foregoing, in the event 10% of the Sponsor’s Founder Shares are forfeited, transferred or otherwise amended
to include additional limitations (including earn-outs) by the Sponsor as part of such Business Combination, the Purchaser shall forfeit,
transfer or agree to such additional limitations (including earn-outs) on 10% of the Founder Shares that the Sponsor will transfer and
the Purchaser will purchase pursuant to Section 1(a)(ii) on substantially the same terms and conditions as the Sponsor. None
of the terms and provisions in a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares
retained by the Purchaser pursuant to this Section 2(c). For the avoidance of doubt, the Purchaser shall not be required to forfeit,
transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.


 






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3.            Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)            Organization
and Power. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)            Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws
of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies.


 


(c)            Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation
of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws, rules or regulations.


 


(d)            Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser
of the transactions contemplated by this Agreement will not result in any violation or default (i) under any provisions of its organizational
documents, (ii) under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase
order to which it is a party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation
applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser’s
ability to consummate the transactions contemplated by this Agreement.


 


(e)            Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company,
which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser
will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser
further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person (other
than the Company) to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities.
For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.


 


(f)            Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the
terms and conditions of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with the Company’s
management.


 


(g)            Restricted
Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will not be registered
under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon,
among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed
herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state
securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with
the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser
acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement.
The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various
requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating
to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to
satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The
Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part
of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to
its purchase of Securities hereunder.


 






    5


     


    

 


(h)            No
Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company has not made any
assurances that a public market will ever exist for the Securities.


 


(i)            High
Degree of Risk. The Purchaser understands that the purchase of the Subscribed Securities involves a high degree of risk which could
cause the Purchaser to lose all or part of its investment.


 


(j)            Accredited
Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


(k)            No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners has either
directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation or (ii) published
any advertisement in connection with the offer and sale of the Securities.


 


(l)            Place
of Investment Decision. The Purchaser’s investment decision was made in the office or offices located at the address of the
Purchaser set forth on the signature page hereof.


 


(m)            Adequacy
of Financing. The Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement.


 


(n)            No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3
and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser
nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any
other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim
any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 4
of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they
are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company
or any of the Company’s affiliates (collectively, the “Company Parties”) with respect to the transactions contemplated
hereby.


 


4.            Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:


 


(a)            Organization
and Corporate Power. The Company is incorporated and validly existing and in good standing as an exempted company under the laws
of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed
to be conducted.


 


(b)            Capitalization.
The authorized share capital of the Company consists, as of the date hereof:


 


(i)            500,000,000
Class A Ordinary Shares, none of which are issued and outstanding;


 


(ii)            50,000,000
Class B Ordinary Shares, 5,750,000 of which are issued and outstanding and held by the Sponsor. All of the outstanding Class B
Ordinary Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal
and state securities laws; and


 


(iii)            5,000,000
preference shares, none of which are issued and outstanding.


 






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(c)            Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company
to enter into this Agreement, and to issue the Private Placement Warrants, has been taken on or prior to the date hereof. All action on
the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance
of all obligations of the Company under this Agreement, and the issuance and delivery of the Private Placement Warrants has been taken
on or prior to the date hereof. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding
obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement
of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies.


 


(d)            Valid
Issuance of Private Placement Warrants.


 


(i)            The
Private Placement Warrants and the Class A Ordinary Shares underlying such Private Placement Warrants, when issued, sold and delivered
in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, as applicable,
and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions
on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens
or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement
and subject to the filings described in Section 4(e) below, the Private Placement Warrants will be issued in compliance with
all applicable federal and state securities laws, rules and regulations.


 


(ii)            No
 “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except
for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person”
means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any
Person listed in the first paragraph of Rule 506(d)(1).


 


(e)            IPO.


 


(i)            The
Company has provided to the Purchaser, and will at all times prior to the consummation of the IPO promptly provide to the Purchaser, copies
of all correspondence sent by the Company to, or received by the Company from, the SEC.


 


(ii)            The
offers and sales of securities in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance with
the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations.


 


(f)            Governmental
Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval,
order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except for filings pursuant to Regulation D of the Securities Act and applicable state securities laws, if any.


 


(g)            Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in any violation or default (i) under any provisions of the certificate of incorporation, bylaws
or other governing documents of the Company, (ii) under any instrument, judgment, order, writ or decree to which the Company is a
party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound,
(iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) under
any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which
would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 






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(h)            Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other
than organizational activities and activities in connection with offerings of the Securities.


 


(i)            Foreign
Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company
has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to
any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(j)            Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations,
including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of
2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(k)            Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of
the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(l)            No
General Solicitation. Neither the Company, nor any of its officers, managers, employees, agents or members has either directly or
indirectly, including, through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement
in connection with the offer and sale of the Subscribed Securities.


 


(m)            Non-Public
Information. The Company represents and warrants that none of the information conveyed to the Purchaser in connection with the transactions
contemplated by this Agreement will constitute material non-public information of the Company upon the effectiveness of the Registration
Statement.


 


(n)            No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be
deemed to make any other express or implied representation or warranty with respect to the Company or the offering of Securities hereunder,
and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties
specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.
Except for the specific representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations
or warranties that may have been made by the Purchaser Parties.


 


5.            Representations,
Warranties and Covenants of the Sponsor. The Sponsor represents, warrants and covenants as follows:


 


(a)            Organization
and Power. The Sponsor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of its formation
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 






    8


     


    

 


(b)            Authorization.
The Sponsor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Sponsor, will
constitute the valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general
application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies.


 


(c)            Encumbrances.
The Founder Shares to be sold to the Purchaser (i) are owned by the Sponsor free and clear of any security interests, liens, claims
or other encumbrances, subject only to restrictions upon transfer under the Securities Act and any applicable state securities laws and
as described in the Registration Statement, (ii) are subject to certain transfer restrictions as set forth in the Registration Statement,
and (iii) to the Sponsor’s knowledge, will not subject the Purchaser to personal liability upon its acquisition of such Founder
Shares by reason of being a holder of such Founder Shares.


 


(d)            No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 5 and in any certificate or agreement delivered pursuant hereto, none of the Sponsor Parties has made, makes or shall be
deemed to make any other express or implied representation or warranty with respect to the Sponsor or the offering of Securities hereunder,
and the Sponsor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Sponsor
Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser
Parties.


 


6.            Additional
Agreements and Acknowledgements of the Company and the Purchaser.


 


(a)            Transfer
Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) (i) any Founder Shares until the earlier of
(A) one year after the closing of the Business Combination (the “Business Combination Closing”) and (B) the
date following the Business Combination Closing on which the Company completes a liquidation, merger, stock exchange or other similar
transaction that results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities
or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any Ordinary
Shares issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding
the foregoing, if subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00
per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading
days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing,
the Founder Shares shall be released from the lockup referenced in this Section 6(a). Notwithstanding the first sentence hereinabove,
Transfers of the Securities are permitted (i) to the Company’s officers or directors, any affiliate or family member of any
of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor,
or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s
immediate family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate
family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws
of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic
relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices
no greater than the price at which the Founder Shares, or Private Placement Warrants, as applicable, were originally purchased;
(vi) pro rata distributions from the Purchaser to its members, partners, or shareholders pursuant to the Purchaser’s organizational
documents; (vii) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser;
(viii) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination;
(ix) in the event of the Company’s liquidation prior to the completion of a Business Combination; (x) in the event
of completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s
public shareholders having the right to exchange their Public Shares for cash, securities or other property subsequent to the completion
of an initial Business Combination; (xi) to the Purchaser’s affiliates, to any investment fund or other entity controlled
or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment
manager or investment advisor or to any investment fund or other entity controlled or managed by such persons; (xii) to a nominee
or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (xi) above;
and (xiii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”);
provided, however, that in the case of clauses (i) through (xiii), these permitted transferees must enter into a written agreement
agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section 2 and the transfer restrictions
in this Section 6. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract
or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities; (y) entry into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of
the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public
announcement of any intention to effect any transaction specified in clause (x) or (y); provided, further, that this Section 6(a) shall
not prohibit the Purchaser from effecting a Short Sale (as defined below) with securities that do not constitute “Securities”
under this Agreement.


 






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(b)            Trust
Account.


 


(i)            The
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders
upon the IPO Closing. The Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held
in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation
rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(ii)            The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares
held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for
redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(c)            No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf, will engage in any Short
Sales with respect to securities of the Company prior to the closing of the Business Combination. For purposes of this Section 5.1(c),
 “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course
of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis).


 


(d)            Use
of Purchaser’s Name. Neither the Company nor the Sponsor will, without the written consent of the Purchaser in each instance,
use in advertising, publicity or otherwise the name of the Purchaser or any of its affiliates, or any director, officer or employee of
the Purchaser, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof
owned by the Purchaser or its affiliates or any information relating to the business or operations of the Purchaser or its affiliates
(including, for the avoidance of doubt, any investment vehicles, funds or accounts managed thereby). Notwithstanding the foregoing, the
Company may disclose (i) Purchaser’s name and information concerning the Purchaser (A) to the extent required by law,
regulation or regulatory request, including in the Registration Statement or (B) to the Company’s lawyers, independent accountants
and to other advisors and service providers who reasonably require Purchaser’s information in connection with the provision of services
to the Company, are advised of the confidential nature of such information and are obligated to keep such information confidential, and
(ii) Purchaser’s name and the terms of this Agreement to the other Subscription Parties. The Company and the Sponsor agree
to provide to the Purchaser for Purchaser’s review any disclosure in any registration statement, proxy statement or other document
in advance of the submission, filing or disclosure of such document in connection with the transactions contemplated by this Agreement
with respect to the Purchaser or any of its affiliates, and will not make any such submission, filing or disclosure without including
any revisions reasonably requested in writing by the Purchaser or to the extent the Purchaser has a good faith objection to such submission,
filing or disclosure.


 






    10


     


    

 


(e)            Superior
Rights. None of the Company, the Sponsor or any of its respective affiliates will enter into any arrangement, agreement or understanding
containing terms relating to the subscription for, or acquisition of, Warrants and/or Founder Shares that are more favorable to the counterparty
than those set forth in this Agreement.


 


7.            General
Provisions.


 


(a)            Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid,
specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to:
7 Acquisition Corporation, 750 East Main Street, Suite 600, Stamford, Connecticut 06902, Attention: Brian L. Friedman, with a copy
to Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian O. Nagler.


 


All communications to the Purchaser shall be sent
to the Purchaser’s address as set forth on the signature page hereto, or to such email address, facsimile number (if any) or
address as subsequently modified by written notice given in accordance with this Section 7(a).


 


(b)            No
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection
with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives are responsible. The
Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.


 


(c)            Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the consummation of the
transactions contemplated by this Agreement.


 


(d)            Entire
Agreement. This Agreement, together with any other documents, instruments and writings that are delivered pursuant hereto or referenced
herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby.


 


(e)            Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)            Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party.


 


(g)            Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech.
 §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of this Agreement.
Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due
and sufficient delivery of such counterpart.


 






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(h)            Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


(i)            Governing
Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
New York, without giving effect to its choice of laws principles.


 


(j)            Jurisdiction.
The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United
States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or
based upon this Agreement; (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this
Agreement except in state courts of New York or the United States District Court for the Southern District of New York; and (iii) waive,
and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k)            WAIVER
OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(l)            Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company
and the Purchaser.


 


(m)            Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party
hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with
its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power
to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases,
and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n)            Expenses.
Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and
performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents,
representatives, financial advisors, legal counsel and accountants, except that the Company shall be responsible for the Purchaser’s
and the other Subscribing Parties legal fees in an aggregate amount of up to $25,000. The Company shall be responsible for the fees of
its transfer agent, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Securities and
the securities issuable upon conversion or exercise of the Securities.


 


(o)            Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference
to any federal, state, local or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty or covenant.


 






    12


     


    

 


(p)            Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not,
may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in
any way any rights arising because of any prior or subsequent occurrence.


 


(q)            Specific
Performance. Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by the other party hereto in accordance with the terms hereof and that the such party shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or equity.


 


(r)            Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the provisions
of Section 6(d)), unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise
publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of
this Agreement. Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any information to its affiliates and its
and their respective directors, officers, employees, advisors, director or indirect owners, agents and representatives, in each case so
long as such person or entity has been advised of the confidentiality obligations hereunder; provided that the Purchaser shall be
liable for any breach of such confidentiality obligations by any such person or entity.


 


[Signature Page follows]


 






    13


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	7 ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	SPONSOR:
	 	 
	 	7 ACQUISITION HOLDINGS, LLC
	 	 
	 	By:	 
	 	Name:
	 	Title:



 


[Signature Page to Subscription Agreement]


 






     


     


    

 


	 	PURCHASER:
	 	 
	 	 
	 	[BLACKROCK ENTITY]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Purchaser’s Address for Notices:
	 	 
	 	[●]
	 	 
	 	with copies to:
	 	 
	 	[●]
	 	 
	 	and
	 	 
	 	[●]



 


[Signature Page to Subscription Agreement]


 






     


     


    

 


Schedule A


 


	 	 	Number of
 Subscribed
 Securities	 	 	 	Initial
 Purchase Price
	 
	Initial Subscriber Founder Shares	 	[●]	*	 	$	[●]	 
	Private Placement Warrants	 	[●]	*	 	$	[●]	 



 


		*	In the event that the Over-allotment Option is exercised, the Purchaser agrees to purchase (i) up to an additional [●]
Founder Shares at a price of approximately $0.004 per share and (ii) up to an additional [●] Private Placement Warrants at
a price of $1.00 per warrant, in the same proportion as the amount of the Over-allotment Option that is exercised.






 






     


     


    

 


***


 


Not Part of Form of Subscription Agreement


 


***


 


The following entities separately executed
the foregoing Form of Subscription Agreement on October 19, 2021:


 


BlackRock Credit Alpha Master Fund L.P.


 


HC NCBR Fund


 


The Obsidian Master Fund