EXHIBIT 10.4


 


7
Acquisition Corporation

750 East Main Street, Suite 600

Stamford, CT 06902


 


November 9,
2021


 


7 Acquisition Holdings, LLC

750 East Main Street, Suite 600

Stamford, CT 06902


 


Ladies and Gentlemen:


 


This
letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration
statement (the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of 7 Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the
consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), 7 Acquisition
Holdings, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain
office space, administrative support and consulting services as may be required by the Company from time to time, situated at 750 East
Main Street, Suite 600, Stamford, CT 06902 (or any successor location). The Sponsor hereby agrees that it does not have any right,
title, interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account
(the “Trust Account”) that may be established upon the consummation of the IPO and hereby irrevocably waives
any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and
will not seek recourse against the Trust Account for any reason whatsoever.


 


In
exchange for the above services, the Company shall pay the Sponsor a sum of up to $2,500 per month on the Effective Date and continuing
monthly thereafter until the Termination Date.


 


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


 


The
parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the
other party.


 


This
letter agreement 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 that will apply the laws of another jurisdiction.


 






    


     


    

 


This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all
of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this letter agreement.


 


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	 	Very
                                            truly yours,
	 	 
	 	7
                                            ACQUISITION CORPORATION
	 	 	 
		By:	/s/
    Joel Haney
		Name:	Joel
    Haney
		Title:	Chief Financial Officer




 


	AGREED TO
    AND ACCEPTED BY:	 	 
	 	 	 
	7 ACQUISITION
    HOLDINGS, LLC	 	 
	 	 	 
	By:	/s/
    Brian Friedman	 	
	Name:	Brian Friedman	 	
	Title:	 Member	 	




 


 


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