Exhibit 10.9


 


NEW
BEGINNINGS Acquisition Corp. II


800
1st Street, Unit 1


Miami
Beach, FL 33139


 


_______________,
2021


 


RLMG
Investments, LLC


814
First Street


Miami
Beach, FL 33139


 


		Re:	Administrative
                                         Services Agreement



 


Ladies
and Gentlemen:


 


This
letter agreement by and between New Beginnings Acquisition Corp. II (the “Company”) and RLMG Investments, LLC
(“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date
(the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange
Commission (the “Registration Statement”) for the Company’s initial public offering 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”):


 


		i.	Provider
                                         shall make available, or cause to be made available, to the Company, at 800 1st Street,
                                         Unit 1, Miami Beach, FL 33139 (or any successor location of Provider), certain office
                                         space and administrative support services as may be reasonably required by the Company.
                                         In exchange therefor, the Company shall pay Provider the sum of $10,000 per month on
                                         the Effective Date and continuing monthly thereafter until the Termination Date; and



 


		ii.	Provider
                                         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 letter 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, 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
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 all parties hereto.


 


No
party hereto may assign either this letter 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
letter 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, without giving effect to its choice of laws principles.


 


[Signature
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	 	Very truly yours,
	 	 	 
	 	New beginnings Acquisition Corp. II
	 	 	 
	 	By:
    	            
	 	Name:  	 
	 	Title:    	 


 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	RLMG Investments, LLC	 
	 	 
	By:	                                      	 
	Name:  	 	 
	Title:    	 	 


 


 


[Signature
Page to Administrative Services Agreement]