Exhibit 10.9


 


D AND Z
MEDIA ACQUISITION CORP.


2870 Peachtree Road NW, Suite 509


Atlanta, GA 30305


 


[  ], 2021


 


D and Z Media Holdings LLC

2870 Peachtree Road NW, Suite 509

Atlanta, GA 30305


 


		Re:	Administrative Services Agreement



 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and between D and Z Media Acquisition Corp. (the “Company”)
and D and Z Media Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement
that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing
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”):


 


1. The
Sponsor shall make available, or cause to be made available, to the Company, at 2870 Peachtree Road NW, Suite 509, Atlanta, GA
30305 (or any successor location), office space and secretarial and administrative services as may be reasonably required by the
Company. In exchange therefor, the Company shall pay the Sponsor $15,000 per month on the Listing Date and continuing monthly thereafter
until the Termination Date; and


 


2. 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 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 as a result of, or arising out of, this Agreement, 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 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 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 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 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.


 


[Signature Page Follows]


 




    


     


    

 


	 	Very truly yours,
	 	 
	 	D AND Z MEDIA ACQUISITION CORP.


 


	 	By:	                           
	 	 	Name:	Betty Liu
	 	 	Title:	President and Chief Executive Officer


 


AGREED AND ACCEPTED BY:


 


D AND Z MEDIA HOLDINGS LLC


 


By: D AND Z MEDIA
LLC, its managing member


 


	By:	                         	 
	 	Name:	Betty Liu	 
	 	Title:	Sole Member