Administrative Services Agreement, dated December 17, 2020, by and between the Company and Tamarix Capital Management LLC

EX-10.5 10 tm2039257d1_ex10-5.htm EXHIBIT 10.5

Exhibit 10.5


445 Park Avenue, 17th Floor

New York, NY 10022


December 17, 2020


Tamarix Capital Management LLC

445 Park Avenue, 17th Floor

New York, NY 10022


Re: Administrative Services Agreement


Ladies and Gentlemen:


This letter agreement (this “Agreement”) by and among Seven Oaks Acquisition Corp. (the “Company”) and Tamarix Capital Management LLC (“Tamarix”), an affiliate of our sponsor, Seven Oaks Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


1.            Tamarix shall make available, or cause to be made available, to the Company, at 445 Park Avenue, 17th Floor, New York, NY 10022 (or any successor location), office space and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Tamarix $20,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and


2.            Tamarix hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


This Agreement 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.


This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


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. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.


This Agreement constitutes 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.


[Signature Page Follows




  Very truly yours,


  By: /s/ Gary S. Matthews
    Name: Gary S. Matthews
    Title:  Chief Executive Officer


Tamarix Capital Management LLC


By: /s/ Mark Hauser  
  Name: Mark Hauser  
  Title:   Managing Director  


[Signature Page to Administrative Services Agreement]