Exhibit 10.10


 


Keyarch Acquisition Corporation


 


August [•], 2021


 


Keyarch Global Sponsor, Ltd.

Walkers Corporate Limited 


190 Elgin Avenue 


George Town, Grand Cayman KY1-9008 


Cayman Islands


 


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 Keyarch Acquisition Corporation (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”), Keyarch Global Sponsor, Ltd. (the “Sponsor”) shall take steps directly or indirectly
to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from
time to time, situated at 275 Madison Avenue, 39th floor, New York, New York 10016 (or any successor location). In exchange
therefore, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date and continuing monthly
thereafter until the Termination Date. 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 in connection with and upon the consummation of the IPO and hereby irrevocably waives any Claim it presently has
or 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, 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.


 


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


 






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	 	Very truly yours,
	 	 
	 	KEYARCH ACQUISITION CORPORATION
	 	 	 
	 	 	By:	             
	 	Name:
		  Title:
	AGREED TO AND ACCEPTED BY:	 
	 	 
	KEYARCH GLOBAL SPONSOR, LTD.	 
	 	 
	By:	               	 
	Name:	 
	Title:	 


 






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