Exhibit 10.1





  


[__________], 2020


 


Seven Oaks Acquisition Corp.





445 Park Avenue, 17th Floor





New York, NY 10022


 


Re:         Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (this
 “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”),
and JonesTrading Institutional Services LLC, as representative (the “Representative”) of the several
underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”) of up
to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if
any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par
value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each
whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A
Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on the New York Stock Exchange.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Seven Oaks Sponsor LLC,
a Delaware limited liability company (the “Sponsor”), Jones & Associates, Inc., a California
corporation (“Jones”), and the undersigned individuals, each of whom is a member of the Company’s
board of directors and/or management team (each of Jones and the undersigned individuals, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


		1.	As used herein: (i) “Business
                                         Combination” shall mean a merger, capital stock exchange, asset acquisition,
                                         stock purchase, reorganization or similar business combination, involving the Company
                                         and one or more businesses; (ii) “Charter” shall mean
                                         the Company’s amended and restated certificate of incorporation, as it may be amended
                                         from time to time; (iii) “Common Stock” shall mean the
                                         Class A Common Stock and Class B common stock, par value $0.0001 per share
                                         (“Class B Common Stock”); (iv) “Founder
                                         Shares” shall mean the 5,750,000 shares of Class B Common Stock issued
                                         and outstanding (up to 750,000 shares of which are subject to complete or partial forfeiture
                                         if the over-allotment option is not exercised by the Underwriters); (v) “Initial
                                         Stockholders” shall mean the Sponsor and any Insider that holds Founder
                                         Shares; (vi) “Private Placement Warrants” shall mean the
                                         5,000,000 warrants (or 5,300,000 warrants if the over-allotment option is exercised in
                                         full) that the Sponsor has agreed to purchase for an aggregate purchase price of $5,000,000
                                         (or $5,300,000 if the over-allotment option is exercised in full), or $1.00 per warrant,
                                         in a private placement that shall occur simultaneously with the consummation of the Public
                                         Offering; (vii) “Public Stockholders” shall mean the holders
                                         of securities issued in the Public Offering; (viii) “Transfer”
                                         shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate,
                                         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 Exchange Act, and the rules and regulations of the Commission
                                         promulgated thereunder with respect to, any security, (b) 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 security, whether any such transaction is to be settled
                                         by delivery of such securities, in cash or otherwise, or (c) public announcement
                                         of any intention to effect any transaction specified in clause (a) or (b); (ix) “Trust
                                         Account” shall mean the trust account into which a portion of the net proceeds
                                         of the Public Offering and the sale of the Private Placement Warrants shall be deposited;
                                         and (x) “Warrants” shall mean the Private Placement Warrants
                                         and Public Warrants.



 






    


     


    




 


		2.	Each of the Sponsor and each Insider
                                         agrees that if the Company seeks stockholder approval of a proposed Business Combination,
                                         then in connection with such proposed Business Combination, it, he or she shall (i) vote
                                         any shares of Common Stock owned by it, him or her in favor of any proposed Business
                                         Combination and (ii) not redeem any shares of Common Stock owned by it, him or her
                                         in connection with such stockholder approval. If the Company seeks to consummate a proposed
                                         Business Combination by engaging in a tender offer, each of the Sponsor and each Insider
                                         agrees that it, he or she will not sell or tender any shares of Common Stock owned by
                                         it, him or her in connection therewith.



 





		3.	Each of the Sponsor and each Insider
                                         hereby agrees that in the event that the Company fails to consummate a Business Combination
                                         within 24 months from the closing of the Public Offering, or such later period approved
                                         by the Company’s stockholders in accordance with the Charter, the Sponsor and each
                                         Insider shall take all reasonable steps to cause the Company to (i) cease all operations
                                         except for the purpose of winding up, (ii) as promptly as reasonably possible but
                                         not more than ten business days thereafter, redeem 100% of the shares of Class A
                                         Common Stock sold as part of the Units in the Public Offering (the “Offering
                                         Shares”), at a per-share price, payable in cash, equal to the aggregate
                                         amount then on deposit in the Trust Account, including interest earned on the funds held
                                         in the Trust Account and not previously released to the Company to pay its taxes (less
                                         up to $100,000 of interest to pay dissolution expenses), divided by the number of then
                                         outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
                                         rights as stockholders (including the right to receive further liquidating distributions,
                                         if any), and (iii) as promptly as reasonably possible following such redemption,
                                         subject to the approval of the Company’s remaining stockholders and the Company’s
                                         board of directors, liquidate and dissolve, subject in each case to the Company’s
                                         obligations under Delaware law to provide for claims of creditors and other requirements
                                         of applicable law. Each of the Sponsor and each Insider agrees to not propose any amendment
                                         to the Charter to modify the substance or timing of the Company’s obligation to
                                         redeem 100% of the Offering Shares if the Company does not complete a Business Combination
                                         within the required time period set forth in the Charter or with respect to any other
                                         material provisions relating to stockholders’ rights or pre-initial business combination
                                         activity, unless the Company provides its Public Stockholders with the opportunity to
                                         redeem their Offering Shares upon approval of any such amendment at a per-share price,
                                         payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
                                         including interest earned on the funds held in the Trust Account and not previously released
                                         to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.



 


Each of the Sponsor and each Insider
acknowledges that it, he or she 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 with respect to the Founder Shares held by it,
him or her. Each of the Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it,
him or her, if any, any redemption rights it, he or she may have in connection with (A) the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination,
or (B) a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period
set forth in the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial
business combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the
Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any
Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in
the Charter).


 






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		4.	During the period commencing on
                                         the effective date of the Underwriting Agreement and ending 180 days after such date,
                                         each of the Sponsor, Jones, and each Insider shall not, without the prior written consent
                                         of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
                                         pledge, grant any option to purchase or otherwise dispose of or agree to dispose of,
                                         directly or indirectly, or establish or increase a put equivalent position or liquidate
                                         or decrease 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 Commission promulgated thereunder, with respect
                                         to, any Units, shares of Common Stock (including, but not limited to, Founder Shares),
                                         Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
                                         of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement
                                         that transfers to another, in whole or in part, any of the economic consequences of ownership
                                         of any Units, shares of Common Stock (including, but not limited to, Founder Shares),
                                         Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
                                         of Common Stock owned by it, him or her, whether any such transaction is to be settled
                                         by delivery of such securities, in cash or otherwise, or (iii) publicly announce
                                         any intention to effect any transaction specified in clause (i) or (ii). The provisions
                                         of this paragraph will not apply to any transfer permitted under paragraph 8(c) hereof
                                         or if the release or waiver is effected solely to permit a transfer not for consideration
                                         and the transferee has agreed in writing to be bound by the same terms described in this
                                         Letter Agreement to the extent and for the duration that such terms remain in effect
                                         at the time of the transfer.



 





		5.	In the event of the liquidation
                                         of the Trust Account upon the failure of the Company to consummate its initial Business
                                         Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
                                         agrees to indemnify and hold harmless the Company against any and all loss, liability,
                                         claim, damage and expense whatsoever (including, but not limited to, any and all legal
                                         or other expenses reasonably incurred in investigating, preparing or defending against
                                         any litigation, whether pending or threatened) to which the Company may become subject
                                         as a result of any claim by (i) any third party for services rendered or products
                                         sold to the Company (other than the Company’s independent registered public accounting
                                         firm) or (ii) any prospective target business with which the Company has entered
                                         into a written letter of intent, confidentiality or other similar agreement or Business
                                         Combination agreement (a “Target”); provided, however,
                                         that such indemnification of the Company by the Indemnitor (x) shall apply only
                                         to the extent necessary to ensure that such claims by a third party or a Target do not
                                         reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
                                         per Offering Share and (ii) the actual amount per Offering Share held in the Trust
                                         Account as of the date of the liquidation of the Trust Account, if less than $10.00 per
                                         Offering Share is then held in the Trust Account due to reductions in the value of the
                                         trust assets, less taxes payable, (y) shall not apply to any claims by a third party
                                         or a Target which executed a waiver of any and all rights to the monies held in the Trust
                                         Account (whether or not such waiver is enforceable) and (z) shall not apply to any
                                         claims under the Company’s indemnity of the Underwriters against certain liabilities,
                                         including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall
                                         have the right to defend against any such claim with counsel of its choice reasonably
                                         satisfactory to the Company if, within 15 days following written receipt of notice of
                                         the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
                                         undertake such defense.



 






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		6.	To the extent that the Underwriters
                                         do not exercise their over-allotment option to purchase up to an additional 3,000,000
                                         Units within 45 days from the date of the Prospectus (and as further described in the
                                         Prospectus), (x) the Sponsor agrees to forfeit, at no cost, a number of Founder
                                         Shares in the aggregate equal to 615,000 multiplied by a fraction, (i) the numerator
                                         of which is 3,000,000 minus the number of Units purchased by the Underwriters upon the
                                         exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000
                                         and (y) Jones agrees to forfeit, at no cost, a number of Founder Shares in the aggregate
                                         equal to 135,000 multiplied by a fraction, (i) the numerator of which is 3,000,000
                                         minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment
                                         option, and (ii) the denominator of which is 3,000,000. The forfeiture will be adjusted
                                         to the extent that the over-allotment option is not exercised in full by the Underwriters
                                         so that the Founder Shares will represent an aggregate of 20.0% of the Company’s
                                         issued and outstanding shares of Common Stock after the Public Offering (not including
                                         shares of Class A Common Stock underlying the Public Warrants or Private Placement
                                         Warrants). The Sponsor and Jones further agree that to the extent that the size of the
                                         Public Offering is increased or decreased, the Company will effect a stock dividend,
                                         share contribution back to capital or other appropriate mechanism, as applicable, immediately
                                         prior to the consummation of the Public Offering in such amount as to maintain the ownership
                                         of the initial stockholders prior to the Public Offering at 20.0% of its issued and outstanding
                                         shares of Common Stock upon the consummation of the Public Offering. In connection with
                                         such increase or decrease in the size of the Public Offering, then (A) the references
                                         to 3,000,000 in the numerator and denominator of the formula in the first sentence of
                                         this paragraph shall be changed to a number equal to 15% of the number of Public Shares
                                         included in the Units issued in the Public Offering and (B) the references to 615,000
                                         and 135,000 in the formula set forth in the first sentence of this paragraph shall be
                                         adjusted to, respectively, the total number of Founder Shares that the Sponsor would
                                         have to surrender to the Company in order for the number of Founder Shares that the Sponsor
                                         owns to equal an aggregate of 16.4% of the Company’s issued and outstanding shares
                                         of Common Stock after the Public Offering (not including shares of Class A Common
                                         Stock underlying the Public Warrants or Private Placement Warrants) and the total number
                                         of Founder Shares that Jones would have to surrender to the Company in order for the
                                         number of Founder Shares that Jones owns to equal an aggregate of 3.6% of the Company’s
                                         issued and outstanding shares of Common Stock after the Public Offering (not including
                                         shares of Class A Common Stock underlying the Public Warrants or Private Placement
                                         Warrants).



 





		7.	The Sponsor and each Insider hereby
                                         agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably
                                         injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations
                                         under paragraphs 2, 3, 4, 5, 6, 8(a), and 8(b), as applicable, of this Letter Agreement
                                         (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
                                         non-breaching party shall be entitled to injunctive relief, in addition to any other
                                         remedy that such party may have in law or in equity, in the event of such breach.



 


		8.	(a)           The
                                         Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares
                                         (or any shares of Class A Common Stock issuable upon conversion thereof) until the
                                         earlier of (A) one year after the completion of the Company’s initial Business
                                         Combination and (B) subsequent to the Business Combination, (x) if the closing
                                         price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted
                                         for stock splits, stock dividends, reorganizations, recapitalizations and the like) for
                                         any 20 trading days within any 30-trading day period commencing at least 150 days after
                                         the Company’s initial Business Combination or (y) the date on which the Company
                                         completes a liquidation, merger, capital stock exchange, reorganization or other similar
                                         transaction that results in all of the Company’s stockholders having the right
                                         to exchange their shares of Class A Common Stock for cash, securities or other property
                                         (the “Founder Shares Lock-up Period”).



 


(b)           The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of Class A
Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a
Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c)            Notwithstanding
the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares
of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder
Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph
8(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any affiliate of the Sponsor or Jones, or to any members or partners of the Sponsor, Jones or any of their
respective affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family
or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual
or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death
of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private
sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation
of an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in
the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of
the laws of the State of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;
or (h) in the event of the Company’s liquidation, merger, capital stock exchange or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for
cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided,
however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this
Letter Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 






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		9.	Each of the Sponsor and each Insider
                                         represents and warrants that it, he or she has never been suspended or expelled from
                                         membership in any securities or commodities exchange or association or had a securities
                                         or commodities license or registration denied, suspended or revoked. Each Insider’s
                                         biographical information furnished to the Company (including any such information included
                                         in the Prospectus) is true and accurate in all respects and does not omit any material
                                         information with respect to the Insider’s background. Each Insider’s questionnaire
                                         furnished to the Company is true and accurate in all material respects. Each of the Sponsor
                                         and each Insider represents and warrants that: it, he or she is not subject to or a respondent
                                         in any legal action for, any injunction, cease-and-desist order or order or stipulation
                                         to desist or refrain from any act or practice relating to the offering of securities
                                         in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to,
                                         any crime (i) involving fraud, (ii) relating to any financial transaction or
                                         handling of funds of another person, or (iii) pertaining to any dealings in any
                                         securities; and it, he or she is not currently a defendant in any such criminal proceeding.



 


		10.	Except as disclosed in the Prospectus,
                                         neither the Sponsor, Jones, nor any of their respective officers, nor any of their respective
                                         affiliates or any officer, nor any director of the Company, shall receive from the Company
                                         any finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect
                                         of any repayment of a loan or other compensation prior to, or in connection with any
                                         services rendered in order to effectuate, the consummation of the Company’s initial
                                         Business Combination (regardless of the type of transaction that it is), other than the
                                         following, none of which will be made from the proceeds held in the Trust Account prior
                                         to the completion of the initial Business Combination: repayment of a loan and advances
                                         up to an aggregate of $300,000 made to the Company by the Sponsor; payments to an affiliate
                                         of the Sponsor for certain office space, secretarial and administrative services as may
                                         be reasonably required by the Company of $20,000 per month; reimbursement for any reasonable
                                         out-of-pocket expenses related to identifying, investigating, negotiating and completing
                                         an initial Business Combination, and repayment of loans, if any, and on such terms as
                                         to be determined by the Company from time to time, made by the Sponsor or an affiliate
                                         of the Sponsor or any of the Company’s officers or directors to finance transaction
                                         costs in connection with an intended initial Business Combination, provided that, if
                                         the Company does not consummate an initial Business Combination, a portion of the working
                                         capital held outside the Trust Account may be used by the Company to repay such loaned
                                         amounts so long as no proceeds from the Trust Account are used for such repayment. Up
                                         to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per
                                         warrant at the option of the lender. Such warrants would be identical to the Private
                                         Placement Warrants, including as to exercise price, exercisability and exercise period.



 


		11.	Each of the Sponsor and each Insider
                                         has full right and power, without violating any agreement to which it is bound (including,
                                         without limitation, any non-competition or non-solicitation agreement with any employer
                                         or former employer), to enter into this Letter Agreement and, as applicable, to serve
                                         as an officer and/or director on the board of directors of the Company and hereby consents
                                         to being named in the Prospectus as an officer and/or director of the Company.



 


		12.	The Company will maintain an insurance
                                         policy or policies providing directors’ and officers’ liability insurance,
                                         and each Director shall be covered by such policy or policies, in accordance with its
                                         or their terms, to the maximum extent of the coverage available for any of the Company’s
                                         directors or officers.



 






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		13.	This Letter Agreement constitutes
                                         the entire agreement and understanding of the parties hereto in respect of the subject
                                         matter hereof 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 changed, amended, modified or waived (other than to correct a typographical
                                         error) as to any particular provision, except by a written instrument executed by all
                                         parties hereto.



 





		14.	No party hereto may assign either
                                         this Letter Agreement or any of its rights, interests, or obligations hereunder without
                                         the prior written consent of the other parties. 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 Letter Agreement shall be
                                         binding on the Sponsor and each Insider and their respective successors, heirs and assigns
                                         and permitted transferees.



 


		15.	Nothing in this Letter Agreement
                                         shall be construed to confer upon, or give to, any person or corporation other than the
                                         parties hereto any right, remedy or claim under or by reason of this Letter Agreement
                                         or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
                                         conditions, stipulations, promises and agreements contained in this Letter Agreement
                                         shall be for the sole and exclusive benefit of the parties hereto and their successors,
                                         heirs, personal representatives and assigns and permitted transferees.



 


		16.	This Letter Agreement may be executed
                                         in any number of original or facsimile counterparts and each of such counterparts shall
                                         for all purposes be deemed to be an original, and all such counterparts shall together
                                         constitute but one and the same instrument.



 


		17.	This Letter Agreement shall be
                                         deemed severable, and the invalidity or unenforceability of any term or provision hereof
                                         shall not affect the validity or enforceability of this Letter Agreement or of any other
                                         term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
                                         or provision, the parties hereto intend that there shall be added as a part of this Letter
                                         Agreement a provision as similar in terms to such invalid or unenforceable provision
                                         as may be possible and be valid and enforceable.



 


		18.	This Letter Agreement shall be
                                         governed by and construed and enforced in accordance with the laws of the State of New
                                         York. The parties hereto (i) all agree that any action, proceeding, claim or dispute
                                         arising out of, or relating in any way to, this Letter Agreement shall be brought and
                                         enforced in the courts of New York City, in the State of New York, and irrevocably submit
                                         to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
                                         any objection to such exclusive jurisdiction and venue or that such courts represent
                                         an inconvenient forum.



 


		19.	Any notice, consent or request
                                         to be given in connection with any of the terms or provisions of this Letter Agreement
                                         shall be in writing and shall be sent by express mail or similar private courier service,
                                         by certified mail (return receipt requested), by hand delivery or facsimile transmission.



 


		20.	This Letter Agreement shall terminate
                                         on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation
                                         of the Company; provided, however, that this Letter Agreement shall earlier terminate
                                         in the event that the Public Offering is not consummated and closed by March 31,
                                         2021; provided further that paragraph 5 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	SEVEN OAKS SPONSOR LLC
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Gary S. Matthews
	 	 	Title:   Manager
	 	 	 
	 	 	 
	 	Jones & associates, Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
		 
	 	Gary S. Matthews
	 	 
	 	 
	 	Andrew C. Pearson
	 	 
	 	 
	 	David S. Harris
	 	 
	 	 
	 	Randolph K. Tucker
	 	 
	 	 
	 	Mark Hauser
	 	 
	 	 
	 	Eileen Serra
	 	 
	 	 
	 	Regynald Washington
	 	 
	 	 
	 	[        ]





 


	Acknowledged and Agreed:	 
	 	 
	SEVEN OAKS ACQUISITION CORP.	 
	 	 
	 	 
	By:		 
	 	Name: Gary S. Matthews	 
	 	Title:   Chief Executive Officer	 


 


[Signature Page to Letter Agreement]