Exhibit 10.9


 


ONS
ACQUISITION CORP.


407
N. Maple Drive, Ground Floor


Beverly
Hills, CA 90210


 


[__],
2021


 


ONS
Acquisition Management LLC


407
N. Maple Drive, Ground Floor


Beverly
Hills, CA 90210


 


Ladies
and Gentlemen:


 


This
letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration
statement (the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of ONS Acquisition Corp. (the “Company”) 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”), ONS Acquisition
Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain
office space, administrative and support services as may be required by the Company from time to time, situated at [address] (or any
successor location). In exchange therefor the Company shall pay the Sponsor a sum of $1,200,000 (payable $50,000 monthly beginning on the Effective Date, with any remaining balance payable upon the closing of an initial
business combination. The Sponsor hereby agrees that it does not have any right, title, interest or claim of
any kind (a “Claim”) 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 hereby irrevocably 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.


 


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 between 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.


 


The
parties may not assign this letter agreement and any of their rights, interests or obligations hereunder without the consent of the other
party.


 


This
letter agreement 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 that might apply the laws of another jurisdiction.


 


This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all
of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this letter agreement.


 


[Signature
Page Follows]


 



     


     


    




 


	 	Very
    truly yours,
	 	 
	 	ONS
    ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name: 	Alexander
    Crutchfield
	 	Title:	Chief
    Executive Officer


 


	AGREED
                                            TO AND ACCEPTED BY:
	 
	 	 
	ONS
    ACQUISITION MANAGEMENT LLC	 
	 	 	 
	By:	 	 
	Name: 	Alexander
    Crutchfield	 
	Title:	Chief
Executive Officer	 


 


[Signature
Page to Administrative Services Agreement]