Lone Oak
Acquisition Corporation

    Room 1708
Dominion Centre

    43-59
Queen’s Road East

    Wanchai,
Hong Kong

    


    EarlyBirdCapital,
Inc.

    275
Madison Avenue, 27th
Floor

    New York,
New York 10016

     

    Re:           Initial Public
Offering

     

    Gentlemen:

     

    The
undersigned shareholder [,director] and [officer] of Lone Oak Acquisition
Corporation (“Company”), in consideration of EarlyBirdCapital ,Inc. (“EBC”)
entering into a letter of intent (“Letter of Intent”) to underwrite an initial
public offering of the securities of the Company (“IPO”) and embarking on the
IPO process, hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 15 hereof):

     

    
      	
              1.

            	
              If
      the Company solicits its shareholders for approval of a Business
      Combination, the undersigned will vote all shares of the Company,
      including the Insider Shares, beneficially owned by him in favor of the
      Business Combination.

            


    

     

    
      	
              2.

            	
              [In
      the event that the Company fails to consummate a Business Combination
      within 18 months from the consummation of the IPO, or within 24 months
      from the consummation of the IPO if certain criteria are met, as more
      fully described in the registration statement, as amended, relating to the
      IPO (the “Registration Statement”), the undersigned will cause the Trust
      Account (as defined in the Letter of Intent) to be liquidated and
      distributed to the holders of IPO Shares.][Officers and Directors
      only]  The undersigned hereby waives any and all right, title,
      interest or claim of any kind in or to any distribution of the Trust
      Account and any remaining net assets of the Company as a result of such
      liquidation with respect to his Insider Shares (“Claim”) and hereby waives
      any Claim the undersigned may have in the future as a result of, or
      arising out of, any contracts or agreements with the Company and will not
      seek recourse against the Trust Account for any reason
      whatsoever.  In the event of the liquidation of the Trust
      Account (other than immediately prior to the consummation of Business
      Combination), the undersigned agrees to indemnify and hold harmless the
      Company against any and all loss, liability, claims, 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, or any claim
      whatsoever) to which the Company may become subject as a result of any
      claim by any vendor or other person who is owed money by the Company for
      services rendered to the Company in excess of the net proceeds of the IPO
      not held in trust or contracted for or products sold, or by any target
      business, but only to the extent necessary to ensure that such loss,
      liability, claim, damage or expense does not reduce the amount in the
      Trust Account below $8.16 per share; provided that such indemnity shall
      not apply if such vendor or prospective target business executed a valid
      and binding agreement enforceable under law waiving any claims
      against the Trust Account.

            


    

     

    
      	
              3.

            	
              [In
      order to minimize potential conflicts of interest which may arise from
      multiple affiliations, the undersigned agrees to present to the Company
      for its consideration, prior to presentation to any other person or
      entity, any suitable opportunity to acquire an operating business, until
      the earlier of the consummation by the Company of a Business Combination
      and such time as the undersigned ceases to be an officer or director of
      the Company, subject to any pre-existing fiduciary and contractual
      obligations the undersigned might have.][Officers and directors
      only]

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              [The
      undersigned acknowledges and agrees that the Company will not consummate
      any Business Combination with an entity (i) which the Company’s officers
      or directors, through their other business activities, had acquisition or
      investment discussions in the past, (ii) which is, or has been within the
      past five years, affiliated with any of the Insiders or their affiliates,
      including an entity that is either a portfolio company of, or has
      otherwise received a material financial investment from, any private
      equity fund or investment company (or an affiliate thereof) that is
      affiliated with such individuals; or (iii) where the Company acquires less
      than 100% of such entity and any of the Insiders or their affiliates
      acquire the remaining portion of such target business, unless, in any such
      case, the Company obtains an opinion from an independent investment
      banking firm reasonably acceptable to EBC that the business combination is
      fair to the Company’s unaffiliated shareholders from a financial point of
      view.][Officers and directors only]

            


    

     

    
      	
              5.

            	
              Neither
      the undersigned, any member of the family of the undersigned, nor any
      affiliate (“Affiliate”) of the undersigned will be entitled to receive and
      will not accept any compensation for services rendered to the Company
      prior to or in order to effectuate the consummation of the Business
      Combination; provided that commencing on the Effective Date and ending on
      the earlier of the Company’s consummation of a Business Combination or the
      liquidation of the Trust Account if the Company has not completed a
      Business Combination within the required time periods, BBS Capital Fund,
      LP and Rampant Dragon, LLC (“Related Parties”) shall be allowed to charge
      the Company an aggregate of $7,500 per month, representing an allocable
      share of Related Parties’ overhead, to compensate it for the Company’s use
      of Related Parties’ offices, utilities and personnel.  Related
      Parties and the undersigned shall also be entitled to reimbursement from
      the Company for their out-of-pocket expenses incurred in connection with
      seeking and consummating a Business
Combination.

            


    

     

    
      	
              6.

            	
              Neither
      the undersigned, any member of the family of the undersigned, nor any
      Affiliate of the undersigned will be entitled to receive or accept a
      finder’s fee or any other compensation in the event the undersigned, any
      member of the family of the undersigned or any Affiliate of the
      undersigned originates a Business
Combination.

            


    

     

    
      	
              7.

            	
              On
      the Effective Date, the undersigned will escrow the Insider Shares
      beneficially held him pursuant to the terms of a Stock Escrow Agreement
      which the Company will enter into with the undersigned and an escrow agent
      acceptable to the Company.  The undersigned further agrees that
      the Insider Warrants (or underlying securities) will be subject to
      transfer restrictions described in the Registration Statement and the
      Warrant Purchase Agreement that the undersigned is entering into relating
      to the purchase of such Insider
Warrants.

            


    

     

    
      	
              8.

            	
              [The
      undersigned agrees to be a [director] [and officer] of the Company until
      the earlier of the consummation by the Company of a Business Combination
      and the liquidation of the Trust Account if it has not completed a
      Business Combination within the required time periods.  The
      undersigned’s biographical information furnished to the Company and EBC
      and attached hereto as Exhibit A is true and accurate in all respects,
      does not omit any material information with respect to the undersigned’s
      background and contains all of the information required to be disclosed
      pursuant to Item 401 of Regulation S-K, promulgated under the Securities
      Act of 1933, as amended.  The undersigned’s Questionnaire
      furnished to the Company and EBC and annexed as Exhibit B hereto is true
      and accurate in all respects.  The undersigned represents and
      warrants that:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              a.

            	
              he
      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;

            


    

     

    
      	
               
      

            	
              b.

            	
              he
      has never been convicted of or pleaded guilty to any crime (i) involving
      any fraud or (ii) relating to any financial transaction or handling of
      funds of another person, or (iii) pertaining to any dealings in any
      securities and he is not currently a defendant in any such criminal
      proceeding; and

            


    

     

    
      	
               
      

            	
              c.

            	
              he
      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.][Officers and
      Directors only]

            


    

     

    
      	
              9.

            	
              [The
      undersigned has full right and power, without violating any agreement by
      which he is bound, to enter into this letter agreement and to serve as a
      [director] [and officer] of the Company.] [Officers and Directors
      only]

            


    

     

    
      	
              10.

            	
              The
      undersigned hereby waives his right to exercise redemption rights in
      connection with any vote held by the Company to approve a proposed
      Business Combination with respect to any Ordinary Shares of the Company
      owned or to be owned by the undersigned, directly or indirectly, and
      agrees that he will not seek redemption with respect to such shares in
      connection with any vote to approve such a proposed Business
      Combination.

            


    

     

    
      	
              11.

            	
              The
      undersigned hereby waives his right to participate in any tender offer
      commenced by the Company and further agrees that he will not tender any
      securities then held by him in any such tender
  offer.

            


    

     

    
      	
              12.

            	
              The
      undersigned hereby agrees to not propose, or vote in favor of, an
      amendment to the Company’s Amended and Restated Memorandum and Articles of
      Association to extend the period of time in which the Company must
      consummate a Business Combination prior to the liquidation of the Trust
      Account. Should such a proposal be put before shareholders other than
      through actions by the undersigned, the undersigned hereby agrees to vote
      against such proposal.

            


    

     

    
      	
              13.

            	
              In
      the event that the Company does not consummate a Business Combination and
      must liquidate the Trust Account, and its remaining net assets are
      insufficient to complete such liquidation, the undersigned agrees to
      advance such funds necessary to complete such liquidation and agrees not
      to seek repayment for such
expenses.

            


    

     

    
      	
              14.

            	
              This
      letter agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of New York, without giving effect
      to conflicts of law principles that would result in the application of the
      substantive laws of another jurisdiction.  The undersigned
      hereby (i) agrees that any action, proceeding or claim against him arising
      out of or relating in any way to this letter agreement (a “Proceeding”)
      shall be resolved through final and biding arbitration in accordance with
      the International Arbitration Rules of the American Arbitration
      Association (“AAA”) brought before the AAA International Center for
      Dispute Resolution’s offices in New York City, New York, will be conducted
      in English and will be decided by a panel of three arbitrators selected
      from the AAA Commercial Disputes Panel and that the arbitrator panel’s
      decision shall be final and enforceable by any court having jurisdiction
      over the party from whom enforcement is sought, (ii) waives any objection
      to such exclusive jurisdiction and that such courts represent an
      inconvenient forum and (iii) irrevocably agrees to appoint Loeb & Loeb
      LLP as agent for the service of process in the State of New York to
      receive, for the undersigned and on his behalf, service of process in any
      Proceeding.  If for any reason such agent is unable to act as
      such, the undersigned will promptly notify the Company and EBC and appoint
      a substitute agent acceptable to each of the Company and EBC within 30
      days and nothing in this letter will affect the right of either party to
      serve process in any other manner permitted by
  law.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              15.

            	
              As
      used herein, (i) a “Business Combination” shall mean a merger, capital
      stock exchange, asset acquisition or other similar business combination
      with an operating business; (ii) “Insiders” shall mean all officers,
      directors and shareholders of the Company immediately prior to the IPO;
      (iii) “Insider Shares” shall mean all of the Ordinary Shares of the
      Company acquired by an Insider prior to the IPO; (iv) “Insider Warrants”
      means the warrants being sold privately by the Company to certain of the
      Insiders; and (v) “IPO Shares” shall mean the Ordinary Shares issued in
      the Company’s IPO.

            


    

     

    
      
        
          
            
              
                	 
      	 
      	 
      
	 
      	
                        [Name]

                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        Signature