Exhibit 10.1


 


Execution Version


 





	Date:	November 28, 2021
	 	 
	To:	Seven Oaks Acquisition Corp. (“Counterparty”)
	 	 
	Address:	445 Park Avenue, 17th Floor
	 	New York, NY 10022
	 	 
	From:	ACM ARRT VII D LLC, a Delaware limited liability company (“Seller”)



 


		Re:	OTC Equity Prepaid Forward Transaction



 


The purpose of this agreement (this “Confirmation”)
is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and Counterparty
on the Trade Date specified below. Certain terms of the Transaction shall be as set forth in this Confirmation, with additional terms
as set forth in a Pricing Date Notice (the “Pricing Date Notice”) in the form of Schedule A hereto. This Confirmation,
together with the Pricing Date Notice, constitutes a “Confirmation” and the Transaction constitutes a separate “Transaction”
as referred to in the ISDA Form (as defined below).


 


This Confirmation, together with the Pricing Date
Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to
which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.


 


The 2006 ISDA Definitions (the “Swap
Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and with the Swap
Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. If there is any inconsistency between the Definitions and this Confirmation, this Confirmation governs.
If, in relation to the Transaction to which this Confirmation relates, there is any inconsistency between the ISDA Form, this Confirmation
(including the Pricing Date Notice), the Swap Definitions and the Equity Definitions, the following will prevail for purposes of such
Transaction in the order of precedence indicated: (i) this Confirmation (including the Pricing Date Notice); (ii) the Equity Definitions;
(iii) the Swap Definitions, and (iv) the ISDA Form.


 


This Confirmation, together with the Pricing Date
Notice, shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “ISDA
Form”) as if Seller and Counterparty had executed an agreement in such form (but without any Schedule except as set forth herein
under “Schedule Provisions”) on the Trade Date of the Transaction.


 


The terms of the particular Transaction to which
this Confirmation relates are as follows:


 


	General Terms	 
	 	 
	Type of Transaction:	Share Forward Transaction
	 	 
	Trade Date:	November 28, 2021
	 	 
	Pricing Date:	As specified in the Pricing Date Notice
	 	 
	Effective Date:	One (1) Settlement Cycle following the Pricing Date



 






     


     


    

 


 


	Valuation Date:	The earlier to occur of (a) the second anniversary of the closing of the transactions between Counterparty and Giddy Inc. (d/b/a Boxed) (the “Target”, which term shall also refer to the post-combination company) pursuant to the Agreement and Plan of Merger, dated June 13, 2021, by and among Counterparty, Blossom Merger Sub, Inc., a wholly owned subsidiary of Counterparty, Blossom Merger Sub II, LLC, a wholly owned subsidiary of Counterparty and the Target, as reported on the Form 8-K filed by Counterparty on June 14, 2021 (the “Business Combination”) and (b) the date specified by Seller in a written notice (not earlier than the day such notice is effective) of the occurrence of a VWAP Trigger Event.
	 	 
	VWAP Trigger Event:	An event that occurs if, during any 30 consecutive Scheduled Trading Day-period following the closing of the Business Combination, the VWAP Price for 20 Scheduled Trading Days during such period shall be less than $5.00 per Share.
	 	 
	VWAP Price:	For any Scheduled Trading Day, the Rule 10b-18 volume weighted average price per Share for such day as reported on Bloomberg Screen “SVOK <Equity> AQR SEC” (or any successor thereto).
	 	 
	Pricing Date Notice:	Seller shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day prior to the closing of the Business Combination.
	 	 
	Seller:	Seller
	 	 
	Buyer:	Counterparty
	 	 
	Shares:	The Class A Common Stock of Seven Oaks Acquisition Corp., a Delaware corporation (Ticker: “SVOK”) (the “Issuer”)
	 	 
	Initial Number of Shares:	As specified in the Pricing Date Notice, but in no event more than the Maximum Number of Shares.  
	 	 
	Number of Shares:	Initially, the Initial Number of Shares and thereafter as may be reduced as described under “Optional Early Termination.”
	 	 
	Maximum Number of Shares:	Lesser of (i) 10,000,000 and (ii) the maximum number of Shares such that no Excess Ownership Position exists.
	 	 
	Initial Price:	The Redemption Price (the “Redemption Price”) as defined in Section 9.2 of the Amended and Restated Certificate of Incorporation of Seven Oaks Acquisition Corp. dated as of December 17, 2020, as amended from time to time (the “Certificate of Incorporation”).



 






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	Forward Price:	Initially, the Initial Price and, as of any day thereafter, the sum of (x) the Initial Price and (y) the greater of (A) the sum of the Floating Amounts that would accrue on each day from (and including) the Trade Date to (but excluding) such day if the Calculation Amount were equal to the product of the Initial Price and the Accrual Factor, the Floating Rate Option on each such day were SOFR, the Spread were 3.00% and the Designated Maturity were one day and (B) zero. 
	 	 
	Accrual Factor:	If, as of any day, the Number of Shares is less than or equal to 5,000,000, 1.0, and if the Number of Shares, as of any day, is greater than 5,000,000, a fraction (expressed as a percentage) equal to 5,000,000 divided by the Number of Shares.
	 	 
	Prepayment:	Applicable
	 	 
	Initial Prepayment Amount:	An amount equal to the Initial Price multiplied by the Initial Number of Shares, which shall be paid out of the funds held in the Counterparty’s trust account as part of the flow of funds upon closing of the Business Combination.
	 	 
	Prepayment Amount:	As of any time, an amount equal to the Initial Prepayment Amount plus the sum of all Quarterly Prepayment Amounts received by Seller prior to such time. 
	 	 
	Quarterly Prepayment Amount:	With respect to each Payment Date, the sum for each day in the immediately preceding Calculation Period of an amount equal to the product of (i) the excess, if any, of the Forward Price as of such day over the Forward Price for the immediately preceding calendar day and (ii) the Number of Shares as of such day.
	 	 
	Prepayment Date:	One (1) Local Business Day after the closing of the Business Combination
	 	 
	Variable Obligation:	Not applicable
	 	 
	Exchange(s):	Nasdaq Capital Market prior to the closing of the Business Combination; New York Stock Exchange following the closing of the Business Combination
	 	 
	Related Exchange(s):	All Exchanges
	 	 
	Legal Structuring Fees:	On the Prepayment Date and each Payment Date, Counterparty shall pay to Seller a structuring fee (the “Structuring Fee”) in the amount of $2,500 per Calculation Period, payable in advance.



 






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	Payment Dates:	With respect to Counterparty, the first day of each calendar quarter or, if such date is not a Local Business Day, the next following Local Business Day.
	 	 
	Calculation Period:	Notwithstanding anything to the contrary in Section 4.13 of the Swap Definitions, each period from, but excluding, one Period End Date to, and including, the next following applicable Period End Date during the term of the Transaction, except that (a) the initial Calculation Period will commence on, but exclude, the date of the closing of the Business Combination and (b) the final Calculation Period will end on, and include, the Settlement Date.
	 	 
	Period End Date:	The last day of each calendar quarter.
	 	 
	Reimbursement of Fees and Expenses:


 
	On the Effective Date, Counterparty shall pay to Seller an amount equal to the lesser of (a) the attorney fees and other reasonable expenses related thereto incurred by Seller or its affiliates in connection with this Transaction and (b) $50,000. In addition, on the Effective Date, Counterparty shall reimburse Seller for its reasonable costs and expenses incurred in connection with the acquisition of Subject Shares in an amount not to exceed $0.15 per Share.
	 	 
	Settlement Terms	 
	 	 
	Settlement Method Election:	Not Applicable
	 	 
	Settlement Method:	
    Cash Settlement, provided that Section 8.5(d) of
    the Equity Definitions is replaced in its entirety with the following language:

     

    “(d) under a Share Forward Transaction to which "Prepayment"
is applicable and "Variable Obligation" is not applicable, an amount equal to the sum of the products, for each Exchange Business
Day in the Valuation Period, of (a) the Daily Settlement Price and (b) the Daily Share Amount.””

	 	 
	Daily Settlement Price:	With respect to any Exchange Business Day in the Valuation Period, the lesser of (a) the volume weighted average price of the Shares on the Exchange for such day minus $0.20 and (b) the Forward Price.
	 	 
	Daily Share Amount:	With respect to any Exchange Business Day in the Valuation Period, the  lesser of (i) the number of Shares equal to 10% of the daily trading volume of the Shares on the Exchange on such Exchange Business Day and (ii) the number of Shares (the “Remaining Unwind Number”) equal to the excess of the Number of Shares on the Valuation Date over the sum of the average Daily Share Amounts for each prior Exchange Business Day in the Valuation Period.



 






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	Valuation Period:	The period of Exchange Business Days commencing on the Valuation Date and ending on the last Exchange Business Day on which the Remaining Unwind Number is greater than zero.
	 	 
	Cash Settlement Payment Date: 	The fourth (4th) Local Business Day immediately following the last day of the Valuation Period. 
	 	 
	Settlement Currency:	USD
	 	 
	Excess Dividend Amount	Ex Amount
	 	 
	Additional Payment on Settlement:	On the Settlement Date, Counterparty shall pay to Seller any accrued and unpaid Structuring Fees. 
	 	 
	Optional Early Termination:	From time to time and on any Exchange Business Day following the date of the closing of the Business Combination (any such date, an “OET Settlement Date”), Seller may, in its absolute discretion, terminate the Transaction in whole or in part upon no less than three (3) days prior written notice to Counterparty (the “OET Notice”), the effect of such termination shall be to reduce the Number of Shares for such Transaction (the reduction being “Terminated Shares”).  Each OET Notice shall specify the OET Settlement Date and the number of Terminated Shares with respect to such termination.  On each OET Settlement Date, Seller shall pay to Counterparty an amount equal to the product of (x) the number of Terminated Shares and (y) the Forward Price as of the most recent Payment Date on which Seller received payment of the Quarterly Prepayment Amount due on such date. The remainder of the Transaction, if any, shall continue in accordance with its terms; provided that if the OET Settlement Date is also the stated Valuation Date, the remainder of the Transaction shall be settled in accordance with the other provisions of “Settlement Terms.”
	 	 
	Share Adjustments:	 
	 	 
	Method of Adjustment:	Calculation Agent Adjustment
	 	 
	Extraordinary Events:	 
	 	 
	Consequences of Merger Events:	 
	 	 
	Share-for-Share:	Calculation Agent Adjustment
	 	 
	Share-for-Other:	Cancellation and Payment



 






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	Share-for-Combined:	Component Adjustment
	 	 
	Tender Offer:	Applicable; provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by adding “, or of the outstanding Shares,” before “of the Issuer” in the fourth line thereof and replacing the reference to “10%” therein with “20%”.  Sections 12.1(e) and 12.1(l) (ii) of the Equity Definitions are hereby amended by adding “or Shares, as applicable,” after “voting Shares”.
	 	 
	Consequences of Tender Offers:	 
	 	 
	Share-for-Share:	Calculation Agent Adjustment
	 	 
	Share-for-Other:	Calculation Agent Adjustment
	 	 
	Share-for-Combined:	Calculation Agent Adjustment 
	 	 
	Composition of Combined Consideration:	Not Applicable
	 	 
	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
	 	 
	Business Combination Exclusion:	Notwithstanding the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event, Tender Offer, Delisting or any other Extraordinary Event hereunder.
	 	 
	Additional Disruption Events:	 
	 	 
	(a)  Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.
	 	 
	(a) Failure to Deliver:	Not Applicable



 






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	(b) Insolvency Filing:	Applicable
	 	 
	(c) Hedging Disruption:	Not Applicable
	 	 
	(d) Increased Cost of Hedging:	Not Applicable
	 	 
	(e) Loss of Stock Borrow:	Not Applicable
	 	 
	(f) Increased Cost of Stock Borrow:	Not Applicable
	 	 
	Determining Party:	For all applicable events, Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Determining Party, in which case a Third Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining Party.  When making any determination or calculation as “Determining Party,” Seller shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if Determining Party were the Calculation Agent.
	 	 
	Additional Provisions:	 
	 	 
	Calculation Agent:	
    Seller, unless (i) an Event of Default, Potential
    Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its
    obligations as Calculation Agent, in which case an unaffiliated leading dealer in the relevant market selected by Counterparty will be
    the Calculation Agent.

     

    In the event that a party (the “Disputing
Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation Agent, the
Disputing Party shall have the right to require that the Calculation Agent have such determination reviewed by a disinterested third
party that is a dealer in derivatives of the type that is the subject of the dispute and that is not an Affiliate of either party (a
 “Third Party Dealer”). Such Third Party Dealer shall be jointly selected by the parties within one Business Day after
the Disputing Party’s exercise of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute
Calculation Agent”). If the parties are unable to agree on a Substitute Calculation Agent within the prescribed time, each
of the parties shall elect a Third Party Dealer and such two dealers shall agree on a third Party Dealer by the end of the subsequent
Business Day. Such third Party Dealer shall be deemed to be the Substitute Calculation Agent. Any exercise by the Disputing Party of
its rights hereunder must be in writing and shall be delivered to the Calculation Agent not later than the third Business Day following
the Business Day on which the Calculation Agent notifies the Disputing Party of any determination made (or of the failure to make any
determination). Any determination by the Substitute Calculation Agent shall be binding in the absence of manifest error and shall be
made as soon as possible but no later than the second Business Day following the Substitute Calculation Agent’s appointment. The
costs of such Substitute Calculation Agent shall be borne by (a) the Disputing Party if the Substitute Calculation Agent substantially
agrees with the Calculation Agent or (b) the non-Disputing Party if the Substitute Calculation Agent does not substantially agree
with the Calculation Agent. If, after following the procedures and within the specified time frames set forth above, a binding determination
is not achieved, the original determination of the Calculation Agent shall apply.

    

    




 






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	 	Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty (which may be by email), the Calculation Agent will promptly (but in any event within five Exchange Business Days) provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions used in making such adjustment, determination or calculation), it being understood that in no event will the Calculation Agent be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such adjustment, determination or calculation or any information that is subject to an obligation not to disclose such information.

                                     

                                    All calculations and determinations by the Calculation
    Agent shall be made in good faith and in a commercially reasonable manner.

                                     

	Non-Reliance:	Applicable
	 	 
	Agreements and Acknowledgements Regarding Hedging Activities:	Applicable
	 	 
	Additional Acknowledgements:	Applicable
	 	 
	Collateral Provisions:	 
	 	 
	Grant of Security Interest:	Seller hereby grants a security interest in the Collateral to Counterparty to secure the payment or performance of all of Seller’s present and future obligations to Counterparty with respect to this Transaction.



 






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	Collateral:  	
    All of the following personal property of Seller,
    wherever located, and now owned, held or existing, or hereafter acquired or arising:

     

    (i) all cash proceeds of the sale, transfer
    or other disposition of Subject Shares standing to the credit of the Securities Account;

     

    (ii) the deposit account of Seller at First
    Republic Bank in which such cash proceeds will be deposited; and

     

    (iii) to the extent not listed above as original
    collateral, proceeds and products of the foregoing.

	 	 
	Securities Account:	The securities account opened or to be opened in the name of Seller and maintained at the Securities Intermediary, and any renumbering of that account and any permitted account in replacement thereof.  Seller will immediately upon establishment of the Securities Account furnish to Counterparty information identifying the Securities Account.  Seller will instruct the Securities Intermediary to deposit all cash proceeds of any sale or other disposition of the Subject Shares into a deposit account in the name of Seller at First Republic Bank (the “Deposit Account”).
	 	 
	Securities Intermediary:	Cantor Fitzgerald, a nationally recognized “securities intermediary” (as defined in Article 8 of the UCC) that will maintain the Securities Account.
	 	 
	Perfection:	Seller authorizes Counterparty to file one or more financing statements, in the standard form for a UCC-1 filing or other appropriate form, describing the Collateral to perfect the security interest created hereby and otherwise make it effective against third parties.  Seller hereby authorizes Counterparty at any time and from time to time to amend any financing statements naming Seller as “debtor” to include the Collateral.  In addition, Seller, Counterparty and First Republic Bank shall enter into a customary deposit account control agreement in form and substance acceptable to such bank. Counterparty agrees that it will not send to First Republic Bank a notice of exclusive control (or similar communication), and that it will not otherwise exercise any of its rights under such deposit account control agreement unless an Event of Default has occurred and is continuing and Counterparty is exercising its rights as a secured creditor in the Collateral.



 






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	Schedule Provisions:	 
	 	 
	Specified Entity:	
    In relation to both Seller and Counterparty for
    the purpose of:

     

    Section 5(a)(v), Not Applicable

    Section 5(a)(vi), Not Applicable

    Section 5(a)(vii), Not Applicable

    Section 5(b)(v), Not Applicable

	 	 
	Cross-Default	The “Cross-Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party.
	 	 
	Credit Event Upon Merger	The “Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party.
	 	 
	Automatic Early Termination:	The “Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party. 
	 	 
	Termination Currency:	United States Dollars
	 	 
	Additional Termination Event:	
    Will apply to Seller and will apply to Counterparty.
    The occurrence of the following event shall constitute an Additional Termination Event in respect of which Seller and Counterparty shall
    both be Affected Parties:

     

    The Business Combination fails to close on or
    before January 31, 2022.

     

    If this Transaction terminates due to the occurrence
    of the foregoing Additional Termination Event, then, subject to the immediately following sentence, no further payments or deliveries
    shall be due by either Seller to Counterparty or Counterparty to Seller in respect of the Transaction, including without limitation in
    respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall
    have any further obligation under the Transaction and, for the avoidance of doubt and without limitation, no payments will have accrued
    or be due under Sections 2, 6 or 11 of the ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under
    the captions, “‘Reimbursement of Legal Fees,” and “Other Provisions — (d) Indemnification” shall
    survive any termination due to the occurrence of the foregoing Additional Termination Event.

	 	 
	Governing Law:	New York law (without reference to choice of law doctrine)
	 	 
	Credit Support Document:	With respect to Seller, each of (i) the undertakings of Seller set forth under Collateral Provisions above, (ii) the obligations of Seller set forth under “Representations, Warranties and Covenants – (f) Perfected Security Interest; Other Agreements” below; and (iii) the deposit account control agreement referred to under “Perfection” above.  With respect to Counterparty, None.



 






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	Credit Support Provider:	With respect to Seller and Counterparty, None.
	 	 
	Local Business Days:	
    Seller specifies the following places for the
    purposes of the definition of Local Business Day as it applies to it: New York.

     

    Counterparty specifies the following places
for the purposes of the definition of Local Business Day as it applies to it: New York. 






 


Representations, Warranties and Covenants


 


Each of Counterparty and Seller represents and
warrants to, and covenants and agrees with, the other as of the date on which it enters into the Transaction that (in the absence of any
written agreement between the parties that expressly imposes affirmative obligations to the contrary for the Transaction):


 


		(a)	Non-Reliance. It is acting for its own account, and it has made its own independent decisions
to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice
from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment
advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms
and conditions of the Transaction will not be considered investment advice or a recommendation to enter into the Transaction. No communication
(written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of the Transaction.



 


		(b)	Assessment and Understanding.  It is capable of assessing the merits of and understanding
(on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.
It is also capable of assuming, and assumes, the risks of the Transaction.



 


		(c)	Non-Public Information.  It is in compliance with Section 10(b) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).



 


		(d)	Eligible Contract Participant.  It is an “eligible contract participant”
under, and as defined in, the Commodity Exchange Act (7 U.S.C. § 1a(18)) and CFTC regulations (17 CFR § 1.3).



 


		(e)	Tax Characterization. Unless otherwise required by a final determination within the meaning
of Section 1313(a) of the Internal Revenue Code of 1986, as amended (or any similar state, local or non-U.S. final determination), it
shall treat the Transaction as a derivative financial contract for U.S. federal income tax purposes, and it shall not take any action
or tax return filing position contrary to this characterization.



 


		(f)	Private Placement. It (i) is an “accredited investor” as such term is defined
in Regulation D as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) is entering
into the Transaction for its own account without a view to the distribution or resale thereof and (iii) understands that the assignment,
transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act.



 






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		(g)	Investment Company Act. It is not and, after giving effect to the Transaction, will not
be required to register as an “investment company” under, and as such term is defined in, the Investment Company Act of 1940,
as amended.



 


		(h)	Authorization. The Transaction has been entered into pursuant to authority granted by its
board of directors or other governing authority. It has no internal policy, whether written or oral, that would prohibit it from entering
into any aspect of the Transaction, including, but not limited to, the purchase of Shares to be made in connection therewith.



 


Counterparty represents and warrants to, and covenants
and agrees with Seller as of the date on which it enters into the Transaction that (in the absence of any written agreement between the
parties that expressly imposes affirmative obligations to the contrary for the Transaction):


 


		(a)	Total Assets. It has total assets of at least USD $100,000,000 as of the date hereof.



 


		(b)	Non-Reliance.  Without limiting the generality of Section 13.1 of the Equity Definitions,
Counterparty acknowledges that Seller is not making any representations or warranties or taking any position or expressing any view with
respect to the treatment of the Transaction under any accounting standards.



 


		(c)	Solvency. Counterparty is, and shall be as of the date of any payment or delivery by Counterparty
under the Transaction, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and
with capital sufficient to carry on the businesses in which it engages. Counterparty: (i) has not engaged in and will not engage in any
business or transaction after which the property remaining with it will be unreasonably small in relation to its business, (ii) has not
incurred and does not intend to incur debts beyond its ability to pay as they mature, and (iii) as a result of entering into and performing
its obligations under the Transaction, (a) it has not violated and will not violate any relevant state law provision applicable to the
acquisition or redemption by an issuer of its own securities and (b) it would not be nor would it be rendered “insolvent”
(as such term is defined under Section 101(32) of the Bankruptcy Code). If on any Exchange Business Day the Counterparty has liquidity,
including cash and amounts available for borrowing under any applicable credit facility, of less than $20 million, the Counterparty shall
promptly provide written notice of such condition to Seller.



 


		(d)	Public Reports.  As of the Trade Date, Counterparty is in compliance with its reporting
obligations under the Exchange Act, and all reports and other documents filed by Counterparty with the Securities and Exchange Commission
pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent
statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission
of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.



 


		(e)	No Distribution. Counterparty is not entering into the Transaction to facilitate a distribution
of the Shares (or any security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in
whole or in significant part be determined by the value of the Shares) or in connection with any future issuance of securities.



 






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		(f)	Form 8-K. The Counterparty will not file with the Securities and Exchange Commission any
Form 8-K or other document that includes any disclosure regarding this Confirmation or the Transaction without consulting with and reasonably
considering any comments received from Seller, provided that, no consultation shall be required with respect to any subsequent disclosures
that are substantially similar to prior disclosures by Counterparty that were reviewed by Seller.



 


		(g)	No Affiliation. Counterparty, to the best of its knowledge, and each other person that is
directly or indirectly through one or more intermediates controlling or controlled by or under common control with the Counterparty is
not to be considered and shall not become or be considered an “affiliate” (as defined in Rule 144 under the Securities Act)
of the Seller at any time during the term of the Transaction.



 


Seller represents and warrants to, and covenants
and agrees with Counterparty as of the date on which it enters into the Transaction and each other date specified that (in the absence
of any written agreement between the parties that expressly imposes affirmative obligations to the contrary for the Transaction):


 


		(a)	Regulatory Filings. It together with each other person in the Seller Group (as defined
in “Other Provisions” below) is in compliance with all material regulatory filings relating to the Issuer and the Transaction.
Counterparty covenants that it will make all regulatory filings that it is required by law or regulation to make with respect to the Transaction
including, without limitation, as may be required by Section 13 or Section 16 under the Exchange Act and, assuming the accuracy of Counterparty’s
Repurchase Notices (as described under “Repurchase Notices” below) any sales of Subject Shares will be in compliance therewith.



 


		(b)	Net Long Position. During the term of this Transaction it together with each other
person in the Seller Group will maintain on an aggregated basis a net long position at least equal to the Number of Shares then subject
to this Transaction. In computing the net long position it shall aggregate all cash transactions in the Shares as well as the notional
amount of all derivatives or other instruments that directly or indirectly give economic exposure to the Shares.



 


		(c)	Compliance with SPV Provisions.  During the term of this Transaction it will comply with
all provisions of Section 7 and Section 9(d) of the Limited Liability Company Agreement of Seller and shall not amend or permit the amendment
of such provisions without the written consent of Counterparty. Failure to comply with the foregoing covenant shall constitute an Event
of Default hereunder.



 


		(d)	No Affiliation. Seller and each other person that is directly or indirectly through one
or more intermediates controlling or controlled by or under common control with the Seller is not to be considered and shall not become
or be considered an “affiliate” (as defined in Rule 144 under the Securities Act) of the Counterparty at any time during the
term of the Transaction.



 


		(e)	Compliance with Law. Seller with comply with applicable law in all material respects in
connection with its purchases or sales of any Shares in connection with the Transaction.



 


		(f)	Perfected Security Interest; Other Agreements. Counterparty shall have a first and prior
perfected security interest in the Deposit Account during the term of this Transaction. Without limiting the foregoing, Seller shall not
(a) transfer any cash from the Deposit Account except as contemplated by this Confirmation, (b) pledge or otherwise grant a security interest
in the Deposit Account in favor of any third party or (c) incur any indebtedness or other obligations other than as are incidental to
Seller’s performance of its obligations under this Confirmation.



 






    13


     


    







 


Transactions by Seller in the Shares


 


		(a)	Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section
9.2 of the Certificate of Incorporation in connection with the Business Combination with respect to Shares it acquires from holders of
Shares other than the Issuer or affiliates of the Issuer (each, a “Third Party Shareholder”) who have redeemed Shares
or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging Period”)
beginning on the date of execution of this Agreement and ending at the time reversals of redemptions in connection with the Business Combination
are no longer permitted (the Shares so acquired, the “Subject Shares”). Following such date, Seller shall notify Counterparty
of the number of Subject Shares. For the avoidance of doubt, Seller may sell or otherwise transfer or dispose of any of the Subject Shares
or any other shares or securities of the Issuer in one or more public or private transactions at any time; provided that if such Subject
Shares are transferred prior to the Closing of the Business Combination, such transferee also agrees to waive Redemption Rights with respect
to such Subject Shares and provided, further, that upon the sale of any Subject Shares the Seller shall immediately be deemed to have
delivered an OET Notice with respect to such Subject Shares specifying the settlement date of such sale as the OET Settlement Date. Any
Subject Shares sold by Seller during the term of the Transaction will cease to be Subject Shares.



 


		(b)	Seller will give written notice to Counterparty of any sale of Subject Shares by Seller within one (1)
Local Business Day following the date of such sale, such notice to include the date of the sale and the number of Subject Shares sold.



 


		(c)	Counterparty hereby waives the provisions of Section 9.2(c) of the Certificate of Incorporation with respect
to the Subject Shares (or any other shares of the Issuer held by Seller or any of its affiliates) and any other applicable provisions
that would impose redemption or transfer restrictions with respect to the Subject Shares (or any other shares of the Issuer held by Seller
or any of its affiliates) provided that such Subject Shares shall not be permitted to be redeemed by Seller during the term of this Agreement
pursuant to Section (a) above. Notwithstanding anything to the contrary set forth herein, the waiver set forth in this paragraph (c) shall
survive any termination or expiration of this Confirmation.



 


		(d)	Following the closing of the Business Combination, Seller shall not permit an Excess Ownership Position
(as defined herein) to exist on a pro forma basis.



 


No Arrangements


 


Seller and Counterparty each acknowledge and agree
that: (i) there are no voting, hedging or settlement arrangements between Seller and Counterparty with respect to any Shares or the Issuer,
other than those set forth herein; (ii) although Seller may hedge its risk under the Transaction in any way Seller determines, Seller
has no obligation to hedge with the purchase or maintenance of any Shares or otherwise; (iii) Counterparty will not be entitled to any
voting rights in respect of any of the Shares underlying the Transaction; and (iv) Counterparty will not seek to influence Seller with
respect to the voting of any Hedge Positions of Seller consisting of Shares.


 


Wall Street Transparency and Accountability
Act


 


In connection with Section 739 of the Wall Street
Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA
or any regulation under WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, nor any similar legal certainty provision
in any legislation enacted, or rule or regulation promulgated, on or after the date of this Confirmation, shall limit or otherwise impair
either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the ISDA
Form, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event
under this Confirmation, the Equity Definitions incorporated herein, or the ISDA Form.


 






    	 	14	 



     


    

 


Address for Notices


 


Notice to Seller:


 


ACM ARRT VII D LLC


c/o Atalaya Capital Management LP


One Rockefeller Center


32nd Floor


New York, NY 10020


 


With a copy to:


 


Steven Segaloff

Email: SSegaloff@atalayacap.com


 


Andrew Weksler

Email: AWeksler@atalayacap.com


 


Notice to Counterparty:


 


Seven Oaks Acquisition Corp.


445 Park Avenue, 17th Floor


New York, NY 10022


 


With a copy to:


 


c/o Boxed, Inc.


451 Broadway


New York, NY 10013


Attention: General Counsel


Email: Legal@boxed.com


 


Following the Closing of the Business Combination:


 


c/o Boxed, Inc.


451 Broadway


New York, NY 10013


Attention: General Counsel


Email: Legal@boxed.com


 


Account Details


 


Account details for Seller: To be advised.


 


Account details for Counterparty: To be advised.


 






    	 	15	 



     


    

 


Other Provisions.


 


		(a)	Rule 10b5-1.



 


		(i)	Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction
to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise
or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose
of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants
to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding
or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the
Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”)
and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c).



 


		(ii)	Counterparty agrees that it will not seek to control or influence Seller’s decision to make any
 “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation,
Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own
advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1.



 


		(iii)	Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation
must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c).
Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or
termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment,
modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty
is aware of any material non-public information regarding Counterparty or the Shares.



 






    	 	16	 



     


    

 


		(b)	Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase
of Shares, promptly give Seller a written notice of such repurchase (a “Repurchase Notice”) on such day if following
such repurchase, the number of outstanding Shares as determined on such day is (i) less than the number of Shares outstanding that would
result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10%
(in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in
the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10%
less than the number of Shares included in the immediately preceding Repurchase Notice. Counterparty agrees to indemnify and hold harmless
Seller and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each,
an “Indemnified Person”) from and against any and all losses (including losses relating to Seller’s hedging activities
as a consequence of remaining or becoming a Section 16 “insider” following the closing of the Business Combination, including
without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith
with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint
or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Seller with a Repurchase
Notice on the day and in the manner specified in this paragraph, and to reimburse, within thirty (30) days, upon written request, each
of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing
testimony or other evidence in connection with or defending any of the foregoing; provided, however, for the avoidance of doubt, Counterparty
has no indemnification or other obligations with respect to Seller becoming a Section 16 “insider” prior to the closing of
the Business Combination or as a result of Seller’s purchases of Shares in excess of the Maximum Number of Shares. If any suit,
action, proceeding (including any governmental or regulatory investigation), claim or demand (a “Third Party Claim”)
shall be brought or asserted against the Indemnified Person as a result of Counterparty’s failure to provide Seller with a Repurchase
Notice in accordance with this paragraph, such Indemnified Person shall promptly (and in any event within five (5) business days thereafter)
notify Counterparty in writing, provided that the failure to notify the Counterparty will not relieve it from liability under this paragraph
(unless (and then only to the extent that) Counterparty is actually and materially prejudiced thereby), and at the election of Counterparty,
Counterparty shall have the right to assume the defense of such Third Party Claim and shall retain counsel reasonably satisfactory to
the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such Third Party Claim and shall
pay the fees and expenses of such counsel related to such Third Party Claim. In any Third Party Claim, any Indemnified Person shall have
the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless
(i) Counterparty and the Indemnified Person shall have mutually agreed to the contrary; (ii) Counterparty has failed within a reasonable
time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded
that there may be legal defenses available to it that are different from or in addition to those available to Counterparty and which may
not be legally asserted by Counterparty; or (iv) the named parties in any such proceeding (including any impleaded parties) include both
Counterparty and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. Counterparty shall not be liable for any settlement of any Third Party Claim contemplated
by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the
plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement
or judgment in accordance with this paragraph. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have
requested that Counterparty reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, Counterparty
shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more
than 30 days after receipt by Counterparty of such request and (ii) Counterparty shall not have reimbursed the Indemnified Person in accordance
with such request prior to the date of such settlement. Counterparty shall not, without the prior written consent of the Indemnified Person
(not to be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Third Party Claim contemplated
by this paragraph that is in respect of which any Indemnified Person is a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that
are the subject matter of such Third Party Claim on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided
for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for
in this paragraph are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person
at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and
effect regardless of the termination of the Transaction.



 






    	 	17	 



     


    

 


		(c)	Transfer or Assignment. The rights and duties under this Confirmation may not be transferred
or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld. If
at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount
exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), an “Excess Ownership
Position”), Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion
of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to
Seller such that no Excess Ownership Position exists, then Seller shall designate any Exchange Business Day as an Early Termination Date
with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination
no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the
Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date
was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number
of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as
a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation
of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form
a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own
(as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group”
) and (B) the denominator of which is the number of Shares outstanding.



 


The “Share Amount”
as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and
any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”)
under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable
to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the
power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole
discretion.


 


The “Applicable Share Limit”
means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other
requirements (including obtaining prior approval from any person or entity) of a Seller Person, or could result in an adverse effect on
a Seller Person, under any Applicable Restriction, as determined by Seller in its sole discretion, minus (B) 0.1% of the number
of Shares outstanding.


 






    	 	18	 



     


    

 


		(d)	Indemnification. Counterparty agrees to indemnify and hold harmless Seller, its affiliates
and its permitted assignees and their respective directors, officers, employees, agents and controlling persons (each such person being
an “Indemnified Party”) from and against any and all losses (but not including financial losses to an Indemnified Party
relating to the economic terms of the Transaction provided that the Counterparty performs its obligations under this Confirmation in accordance
with its terms), claims, damages and liabilities (or actions in respect thereof), joint or several, incurred by or asserted against such
Indemnified Party (other than costs, expenses and obligations the allocation of which between the parties is otherwise explicitly provided
for in this Confirmation opposite the captions, “Reimbursement of Legal Fees” and “Structuring Fees”) arising
out of, in connection with, or relating to, the execution or delivery of this Confirmation, the performance by the parties hereto of their
respective obligations under the Transaction, any breach of any covenant or representation made by Counterparty in this Confirmation or
the ISDA Form or the consummation of the transactions contemplated hereby; provided, however, Counterparty has no indemnification obligations
with respect to any loss, claim, damage, liability or expense related to the manner in which Seller sells the Subject Shares or any other
Shares owned by Seller. Counterparty will not be liable under the foregoing indemnification provision to the extent that any loss, claim,
damage, liability or expense is found in a non-appealable judgment by a court of competent jurisdiction to have resulted from Seller’s
material breach of any covenant, representation or other obligation in this Confirmation or the ISDA Form or from Seller’s willful
misconduct, gross negligence or bad faith in performing the services that are subject of the Transaction. If any Third Party Claim contemplated
by this paragraph shall be brought or asserted against an Indemnified Party, such Indemnified Party shall promptly (and in any event within
five (5) business days thereafter) notify Counterparty in writing, provided that the failure to notify the Counterparty will not relieve
it from liability under this paragraph (unless (and then only to the extent that) Counterparty is actually and materially prejudiced thereby),
and at the election of Counterparty, Counterparty shall have the right to assume the defense of such Third Party Claim and shall retain
counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others Counterparty may designate
in such Third Party Claim and shall pay the fees and expenses of such counsel related to such Third Party Claim. In any Third Party Claim,
any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) Counterparty and the Indemnified Person shall have mutually agreed to the contrary; (ii) Counterparty
has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available
to Counterparty and which may not be legally asserted by Counterparty; or (iv) the named parties in any such proceeding (including any
impleaded parties) include both Counterparty and the Indemnified Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. Counterparty shall not be liable for any settlement of any
Third Party Claim contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Party from and against any loss or liability
by reason of such settlement or judgment in accordance with this paragraph. Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested that Counterparty reimburse the Indemnified Person for fees and expenses of counsel as contemplated
by this paragraph, Counterparty shall be liable for any settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by Counterparty of such request and (ii) Counterparty shall not have reimbursed
the Indemnified Person in accordance with such request prior to the date of such settlement. Counterparty shall not, without the prior
written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed), effect any settlement of any pending
or threatened Third Party Claim contemplated by this paragraph that is in respect of which any Indemnified Party is a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified
Party from all liability on claims that are the subject matter of such Third Party Claim on terms reasonably satisfactory to such Indemnified
Party. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified
Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party
as a result of such loss, claim, damage or liability. In addition (and in addition to any other reimbursement of legal fees and expenses
contemplated by this Confirmation), Counterparty will reimburse any Indemnified Party for all reasonable, out-of-pocket expenses (including
reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement
of any pending or threatened Third Party Claim arising therefrom, whether or not such Indemnified Party is a party thereto and whether
or not such Third Party Claim is initiated or brought by or on behalf of Counterparty. Counterparty also agrees that no Indemnified Party
shall have any liability to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection with or
as a result of any matter referred to in this Confirmation except to the extent that any losses, claims, damages, liabilities or expenses
incurred by Counterparty result from such Indemnified Party’s breach of any covenant, representation or other obligation in this
Confirmation or the ISDA Form or from the gross negligence, willful misconduct or bad faith of the Indemnified Party. The provisions of
this paragraph shall survive the completion of the Transaction contemplated by this Confirmation and any assignment and/or delegation
of the Transaction made pursuant to the ISDA Form or this Confirmation shall inure to the benefit of any permitted assignee of Seller.



 






    	 	19	 



     


    

 


		(e)	Amendments to Equity Definitions.



 


		(i)	Section 11.2(a) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting
or concentrative” with the word “an” and adding the phrase “or such Transaction” at the end thereof;



 


		(ii)	The first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby
amended to read as follows: ‘(c) If “Calculation Agent Adjustment” is specified as the Method of Adjustment in the related
Confirmation of a Share Option Transaction or Share Forward Transaction, then, following the announcement or occurrence of any Potential
Adjustment Event, the Calculation Agent will determine whether such Potential Adjustment Event has an economic effect on the Transaction
and, if so, will (i) make appropriate adjustment(s), if any, to any one or more of:’ and the portion of such sentence immediately
preceding clause (ii) thereof is hereby amended by deleting the words “diluting or concentrative”.



 


		(iii)	Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting
or concentrative” with the word “an” and (ii) adding the phrase “or the relevant Transaction” at the end
thereof;



 


		(iv)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof
the word “or” after the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the
end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any of the events specified in
Section 5(a)(vii)(1) through (9) of the ISDA Form with respect to that Issuer.”;



 


		(v)	Section 12.6(c)(ii) of the Equity Definitions is hereby amended by replacing the words “the Transaction
will be cancelled,” in the first line with the words “Seller will have the right, which it must exercise or refrain from exercising,
as applicable, in good faith acting in a commercially reasonable manner, to cancel the Transaction,”; and



 


		(vi)	Section 12.9(b)(i) of the Equity Definitions is hereby amended by (i) replacing “either party may
elect” with “Seller may elect” and (ii) replacing “notice to the other party” with “notice to Counterparty”
in the first sentence of such section.



 


		(f)	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies
that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in
the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party
have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided
herein.



 






    	 	20	 



     


    

 


		(g)	Tax Disclosure. Effective from the date of commencement of discussions concerning the Transaction,
Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses)
that are provided to Counterparty relating to such tax treatment and tax structure.



 


		(h)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to
be (a) a “securities contract” as defined in the Bankruptcy Code, in which case each payment and delivery made pursuant to
the Transaction is a “termination value,” “payment amount” or “other transfer obligation” within the
meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy
Code, and (b) a “swap agreement” as defined in the Bankruptcy Code, with respect to which each payment and delivery hereunder
or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation”
within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the
Bankruptcy Code and a “payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy
Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e),
546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate, terminate and accelerate the Transaction and to exercise
any other remedies upon the occurrence of any Event of Default under the ISDA Form with respect to the other party to constitute a “contractual
right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder
to otherwise constitute a “margin payment” or “settlement payment” and a “transfer” as defined in
the Bankruptcy Code.



 


		(i)	Process Agent. For the purposes of Section 13(c) of the ISDA Form:



 


Seller appoints as its Process Agent:
None


 


Counterparty appoints as its Process
Agent: None.


 


		(j)	Amendments; Third Party Beneficiary. This Confirmation may be amended or modified in whole
or in part, only by a duly authorized agreement in writing executed by each of Seller, Counterparty and Target. Target is an intended
third-party beneficiary of, and may enforce, this clause (j) and the other provisions of this Confirmation, including its consent right
under the “Maximum Number of Shares” definition above.



 


[Signature page follows]





 






    	 	21	 



     


    

 


Please confirm that the foregoing correctly sets
forth the terms of our agreement by executing a copy of this Confirmation and returning it to us at your earliest convenience.


 


	 	Very truly yours,
	 	 	 
	 	ACM ARRT VII D LLC
	 	 	 
	 	By:	/s/ Ivan Q. Zinn
	 	Name:  Ivan Q. Zinn
	 	Title:   Authorized Signatory



 


	Agreed and accepted by:	 
	 	 	 
	SEVEN OAKS ACQUISITION CORP.
	 	 	 
	By:	/s/ Gary Matthews	
	Name:   Gary Matthews	 
	Title:     Chief Executive
    Officer	 






 






    	 		 



     


    

 





SCHEDULE A


 


FORM OF PRICING
DATE NOTICE


 


	Date:	[__], 2021
	 	 
	To:	Seven Oaks Acquisition Corp. (“Counterparty”)
	 	 
	Address:	445 Park Avenue, 17th Floor
		New York, NY 10022
	 	 
	Phone:	(917) 214-6371
	 	 
	From:	ACM ARRT VII D LLC, a Delaware limited liability company (“Seller”)
	 	 
	Re:	OTC Equity Prepaid Forward Transaction


 


1.       This
Pricing Date Notice supplements, forms part of, and is subject to the Confirmation Re: OTC Equity Prepaid Forward Transaction dated as
of November 28, 2021 (the “Confirmation”) between Counterparty and Seller, as amended and supplemented from time to
time. All provisions contained in the Confirmation govern this Pricing Date Notice except as expressly modified below.


 


2.       The
purpose of this Pricing Date Notice is to confirm certain terms and conditions of the Transaction entered into between Seller and Counterparty
pursuant to the Confirmation.


 


	Pricing Date:	[   ], 2021
	 	 
	Number of Shares:	[   ]