Exhibit
10.6


 


Administrative
Services Agreement


 


This
Administrative Service Agreement (the “Agreement”) dated this the day of           , 2022 is between Luminous Success LLC, herein referred
to as “Service Provider” and Heroic Empire Acquisition Limited, herein referred to as “Customer”.


 


Service
Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the
opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.


 


Therefore
in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer
and the Service Provider agree as follows:


 


	1.	Scope
    of Work


 


The
Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services,
including office space, administrative and support services, as may be reasonably required by the Company.


 


The
services will include any other tasks which the Customer and the Service Provider may agree on.


 


	2.	Term
    of Agreement


 


This
Agreement will begin on [_______], 2022 and will remain in full force and effect 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
for the Company’s initial public offering) unless terminated earlier pursuant to the terms hereof. This Agreement may be extended
by mutual written agreement of the parties.


 


	3.	Trust
    Waiver


 


Luminous
Success LLC 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 and will not seek recourse
against the Trust Account for any reason whatsoever.


 


	4.	Termination
    


 


If
either party seeks termination of this Agreement, the terminating party must provide a 30 days written notice to the other party.


 


	5.	Compensation
    


 


The
Customer will provide compensation to the Service Provider of $10,000 per month for the services rendered by the Service Provider
as required by this Agreement. Compensation is payable at the completion of services; provided, however, that the Company may delay payment
of such monthly fee upon a determination by the audit committee of the board of directors of the Company that the Company lacks sufficient
funds held outside of the Trust Account (as defined below) to pay actual or anticipated expenses in connection with an initial business
combination. Any such unpaid amount shall accrue without interest and either be due and payable no later than the date of the Company’s
initial business combination. If the Company does not consummate an initial business combination, any accrued and unpaid amounts hereunder
shall be forgiven. The Sponsor 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”) to be established upon the consummation of the IPO (the “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse against the Trust Account for any reason whatsoever.


 




    	 



     


    




 


IN
WITNESS WHEREOF the parties have duly affixed their signatures under hand on this [_______] day of [_______], 2022.


 


	 	LUMINOUS
    SUCCESS LLC
	 	 	 
	 	By:	 
	 	Name:
    	Jason
    Kon Man Wong
	 	Title:	Manager
	 	 	 
	 	HEROIC
    EMPIRE ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:
    	William
    Wai-Lun Ip
	 	Title:	Chief
    Executive Officer