Exhibit 10.9


 


Live Oak Acquisition Corp. II


4921 William Road


Memphis, TN 38117


 


[___], 2020


 


Live Oak Merchant Partners LLC


4921 William Arnold Rd


Memphis, TN 38117


 


		Re:	Administrative Support Agreement



 


Ladies and Gentlemen:


 


This letter agreement by and between Live
Oak Acquisition Corp. II (the “Company”) and Live Oak Merchant Partners LLC (the “Live Oak Merchant Partners”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and
prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-249854) (the “Registration Statement”)
is declared effective (the “Effective Date”), 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) Live Oak Merchant Partners shall make
available, or cause to be made available, to the Company, at 4921 William Arnold Rd, Memphis, TN 38117 (or any successor location
of Live Oak Merchant Partners), certain office space, utilities and secretarial and administrative support as may be reasonably
required by the Company. In exchange therefor, the Company shall pay to Live Oak Merchant Partners the sum of $15,000 per month
on the Effective Date and continuing monthly thereafter until the Termination Date; and


 


(ii) Live Oak Merchant Partners 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”) as a result of, or arising out
of, this letter agreement, 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 the 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 law principles.


 


[Signature
Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	LIVE OAK ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name:	Gary K. Wunderlich, Jr.
	 	 	Title:	President


 


AGREED TO AND ACCEPTED BY:


 


LIVE OAK MERCHANT PARTNERS LLC


 


	By:	 	 
	 	Name: 	 
	 	Title:   	 


 


[Signature Page to Administrative Support
Agreement]