Exhibit 10.9


 


Twelve Seas Investment Company IV TMT

1450 Brickell Avenue, Suite 2600

Miami, FL 33131


 


______, 2021


 


Twelve Seas Capital, Inc.

2685 Nottingham Avenue

Los Angeles, CA 90027


 


		Re:	Administrative Support Agreement



 


Ladies and Gentlemen:


 


This letter agreement by and between Twelve Seas
Investment Company IV TMT (the “Company”) and Twelve Seas Capital, Inc. (“Twelve Capital”), 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
Global 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) Twelve
Capital shall make available, or cause to be made available, to the Company, at 2685 Nottingham Avenue, Los Angeles, CA 90027 (or any
successor location of Twelve Capital), certain office space, utilities and secretarial and administrative support as may be reasonably
required by the Company. In exchange therefor, the Company shall pay Twelve Capital the sum of $10,000 per month on the Listing Date and
continuing monthly thereafter until the Termination Date; and


 


(ii) Twelve
Capital 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,
	 	 
	 	TWELVE SEAS INVESTMENT COMPANY IV TMT
	 	 	 	 
	 	By:	  
	 	 	Name:	Alan Mitchell
	 	 	Title:	President and Chief Investment Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	TWELVE SEAS CAPITAL, INC.	 
	 	 	 	 
	By:  	 	 
	 	Name:	 	 
	 	Title:	 	 



 


[Signature Page to Administrative Support Agreement]