Exhibit 10.9


 


Mudrick
Capital Acquisition Corporation II


527 Madison Avenue, 6th Floor


New York, NY 10022


 


[____], 2020


 


Mudrick Capital Acquisition Holdings II LLC


527 Madison Avenue, 6th Floor


New York, NY 10022


 


	 	Re:	Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between Mudrick Capital Acquisition Corporation II (the “Company”) and Mudrick Capital Acquisition Holdings
II LLC (“Sponsor”), 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.	Sponsor shall make available, or cause to be made available, to the Company, at 527 Madison Avenue, 6th Floor, New York, New York 10022 (or any successor location of Sponsor), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date; and


 


	 	ii.	Sponsor 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 PAGE FOLLOWS]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	Mudrick Capital Acquisition Corporation II
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	                       


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	MUDRICK
    CAPITAL ACQUISITION HOLDINGS II LLC	 
	 	 
	By:	              	 
	Name:	 	 
	Title:	 	 





 


[Signature Page to Administrative
Support Agreement]