Exhibit 10.9


 


Neo Technology Acquisition Corporation


800 3rd Avenue, Suite 2800,


New York, NY 10022


 


[●], 2021


 


Oasis Capital Management LLC


800 3rd Ave, Suite 2800


New York, NY 10022


 


Re: Administrative Service Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Neo Technology Acquisition Corporation (the “Company”) and Oasis Capital Management LLC (the “Sponsor”),
dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (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) The Sponsor shall make
available, or cause to be made available, to the Company, at 800 3rd Avenue, Suite 2800, New York, NY 10022 (or any successor location
of the 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 to the Sponsor the sum of $10,000 per month on the Start Date and continuing monthly thereafter
until the Termination Date;


 


(ii)
The Sponsor hereby agrees that the Company may delay payment of such monthly fee upon a determination by the Company’s audit committee
that the Company lacks sufficient funds held outside the Trust Account (defined below) to pay actual or anticipated expenses in connection
with the Company’s initial business combination as described in the Registration Statement. Any such unpaid amount will accrue without
interest and be due and payable no later than the date of the consummation of the Company’s initial business combination; and


 


(iii) The 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”) 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,
	 	Neo Technology
    Acquisition Corporation
	 	 	 
	 	By:	 
	 	 	Name:	Leslie Chow
	 	 	Title:	Chief Executive Officer


 


[Signature Page to Administrative Service Agreement
– the Company]


 




     


     


    

 


AGREED TO AND ACCEPTED BY:


 


Oasis Capital Management LLC


 


	By:	 	 
	 	Name: Yajing Li	 
	 	Title: Manager	 


 


[Signature Page to Administrative Service Agreement
– the Sponsor]