Exhibit 10.5


 


 


 


Digital World Acquisition Corp. 


78 SW 7th Street 


Miami, FL 33130


 


September 2, 2021


 


Benessere Enterprises Inc. 


78 SW 7th Street 


Miami, FL 33130


 


Re: Administrative Support
Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Digital World Acquisition Corp. (the “Company”) and Benessere Enterprises Inc. (“Benessere”), 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 Nasdaq
Capital Market (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”):


 


(i) Benessere shall make available,
or cause to be made available, to the Company, at 78 SW 7th Street Miami, FL 33130 (or any successor location of Benessere), certain office
space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company
shall pay Benessere the sum of $15,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) Benessere 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,
	 	 
	 	DIGITAL WORLD ACQUISITION CORP.
	 	 	 
	 	By:	 /s/ Patrick Orlando
	 	 	Name:	 Patrick Orlando
	 	 	Title:	Chief Executive Officer


 


 


AGREED TO AND ACCEPTED BY:


 


BENESSERE ENTERPRISES INC.


  


 


	By:	 /s/ Patrick Orlando	 
	 	Name: Patrick Orlando	 
	 	Title: Chief Executive Officer	 


 


 


[Signature Page to Administrative Support Agreement]