Exhibit
10.9


 


Z-Work
Acquisition Corp.


575
Fifth Avenue, 15th Floor


New
York, NY 10017


 


March
23, 2021


 


Z-Work
Holdings LLC


575
Fifth Avenue, 15th Floor


New
York, NY 10017


 


		Re:	Amended
    and Restated Administrative Support Agreement


 


Ladies
and Gentlemen:


 


WHEREAS,
Z-Work Acquisition Corp. (the “Company”) and Z-Work Holdings LLC (“Sponsor” and together
with the Company, the “Parties”), entered into that certain letter agreement, dated January 28, 2021 (the “Original
Administrative Support Agreement”); and


 


WHEREAS,
the parties wish to amend and restate in its entirety the Original Administrative Support Agreement as follows (such letter agreement,
the “Amended and Restated Administrative Support Agreement”):


 


This
Amended and Restated Administrative Support Agreement confirms our agreement that, commencing February 1, 2021 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 on Form S-1 filed with the U.S. Securities and Exchange Commission for the
Company’s initial public offering) (such earlier date hereinafter referred to as the “Termination Date”):


 


		i.	Sponsor
                                         shall pay to the Company’s President and Chief Financial Officer an annual cash
                                         salary of $100,000, in substantially equal periodic installments, and shall make available,
                                         or cause to be made available, to the Company, at 575 Fifth Avenue, 15th Floor, New York,
                                         New York 10017 (or any successor location of Sponsor), additional support services, expected
                                         to be sourced from Communitas Capital, as may be reasonably required by the Company.
                                         In exchange therefor, the Company shall pay Sponsor the sum of $12,500 per month on the
                                         Effective Date and continuing monthly thereafter until the Termination Date; and



 


		ii.	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”), 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
Amended and Restated Administrative Support 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
Amended and Restated Administrative Support 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.


 


This
Amended and Restated Administrative Support 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 laws principles.


 


 


[SIGNATURE
PAGE FOLLOWS]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	Z-WOrk Acquisition Corp.
	 	 
	 	By:	/s/ Doug Atkin
	 	Name: 	Doug Atkin
	 	Title:	Executive Co-Chairman




 



	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	Z-WORK HOLDINGS LLC 	 
	 	 	 
	By:	/s/
Doug Atkin	 
	Name:	Doug Atkin	 
	Title:	Managing Member	 



 


 


[Signature
Page to A&R Administrative Support Agreement]