Exhibit 10.6


 


MINORITY EQUALITY OPPORTUNITIES ACQUISITION
INC.


100 Executive Court


Waxahachie, TX 75165


 


August 25, 2021


 


Sphere 3D Corp.


895 Don Mills Road, Bldg. 2, Suite 900


Toronto, Ontario, M3C1W3, Canada


Attn: Peter Tassiopoulos, CEO


 


Re: Administrative Support
Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), on the one hand,
and Sphere 3D Corp., an Ontario, Canada corporation and an affiliate of the sponsor of the Company (“Sphere”), on the
other hand, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first
listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed by the Company with the U.S. Securities and Exchange Commission (No. 333-258241) (the “Registration Statement”)
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)	Sphere and its affiliates or designees shall make available, or cause to be made available, to the Company,
at 100 Executive Court, Waxahachie, TX 75165 (or any successor or alternative location of Sphere), certain office space, utilities and
secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sphere
the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and



 


		(ii)	Sphere and its affiliates or designees hereby irrevocably waive 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 shareholders
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 this letter agreement 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.


 


	 	Very
truly yours, 



	 	 
	 	Minority Equality Opportunities Acquisition Inc.
	 	 	 
	 	By:	/s/ Shawn D. Rochester
	 	Name: 	Shawn D. Rochester
	 	Title:	Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	Sphere 3D Corp.	 
	 	 	 
	By: 	/s/ Peter Tassiopoulos	 
	Name: 	Peter Tassiopoulos	 
	Title:	Chief Executive Officer	 



 


[Signature Page to Administrative Support Agreement]