Exhibit 10.7


 


ADMINISTRATIVE SERVICES AGREEMENT


Giant
Oak Acquisition Corporation


1177 Avenue of the Americas, 5th Floor

New York, NY 10036


 


Dated as of                     , 2022


 


Yolanda Management Corporation


 


Ladies and Gentlemen:


 


This letter agreement will confirm our mutual
agreement that, commencing on the first date (the “Effective Date”) that any securities of Giant Oak Acquisition
Corporation (the “Company”) registered on the Company’s registration statement (the “Registration
Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market,
and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s
liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”), Yolanda Management Corporation (“Yolanda”) shall make available to the Company certain
office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 1177
Avenue of the Americas, 5th Floor, New York, NY 10036 (or any successor location). In exchange therefor, the Company shall
pay Yolanda the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.


 


Yolanda hereby
agrees that it does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account
(the “Trust Account”) that may be established upon the consummation of the IPO as a result of this letter agreement
(the “Claim”) and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out
of, this letter agreement and will not seek recourse against 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.


 


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,
	 	 
	 	GIANT OAK ACQUISITION CORPORATION
	 	 
	 	By:	                  
	 	Name: Lei Zhang 
	 	Title: Chief Executive Officer


 


	AGREED TO AND ACCEPTED
    BY:	 
	 	 
	Yolanda Management Corporation	 
	 	 
	By:	               	 
	Name: Yanming Liu	 
	Title: Director