Exhibit 10.5


 


7
Acquisition Corporation

750 East Main Street, Suite 600

Stamford, CT 06902


 


[●], 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.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	7 ACQUISITION CORPORATION
	 	 
	 	By:	                   
	 	Name:
	 	Title:


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	7 ACQUISITION HOLDINGS, LLC	 
	   
	By:	                    	 
	Name:	 
	Title: