Exhibit 10.9


 


Vital Human Capital, Inc.


501 Brickell Key Drive, Suite 300


Miami, FL 33131


[●], 2021







ShiftPixy Investments, Inc.

501 Brickell Key Drive, Suite 300


Miami, Florida 33131


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Vital Human Capital, Inc., a Delaware corporation (the “Company”) and ShiftPixy Investments, Inc., a Wyoming
corporation (the “Sponsor”), 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
(Registration No. 333-255592) and related 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 (as defined
in the Registration Statement) 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) the Sponsor shall make
available, or cause to be made available, to the Company, at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (or any successor location
of the Sponsor), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company.
In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month payable commencing on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii) 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
letter agreement in or to, and any and all right to seek payment of any amounts due to it (each, a “Claim”) 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 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 Florida, without giving
effect to its choice of law principles.


 






     


     


    

 


[Signature Page Follows]


 






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	 	Very truly yours,
	 	 
	 	VITAL HUMAN CAPITAL, INC.
	 	 
	 	By:	 
	 	Name:  Scott W. Absher
	 	Title:    Chief Executive
    Officer
	 	 
	 	AGREED TO AND ACCEPTED BY:
	 	 
	 	ShiftPixy
    Investments, Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature Page to Administrative Services Agreement]