Exhibit 10.5


 


MOUNTAIN & CO. I ACQUISITION CORP.


4001 Kennett Pike, Suite 302


Wilmington, Delaware 19807


 


November 4, 2021


 


Mountain & Co. I Sponsor LLC

4001 Kennett Pike, Suite 302





Wilmington, Delaware 19807


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this
 “Agreement”) by and between Mountain & Co. I Acquisition Corp. (the “Company”)
and Mountain & Co. I Sponsor 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 Nasdaq Stock Market LLC (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 and 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 4001 Kennett Pike, Suite 302, Wilmington, Delaware
19807 (or any successor location), office space, utilities, secretarial and administrative support services and other services as may
be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor up to $10,000 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 shareholders 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 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 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 shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state,
without regards to the conflicts of laws principles thereof.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours, 
	 	 
	 	MOUNTAIN & CO. I ACQUISITION CORP.
	 	 	 
	 	By: 	/s/ Dr. Cornelius Boersch
	 	 	Name: Dr. Cornelius Boersch
	 	 	Title: Chief Executive Officer 


 


	AGREED AND ACCEPTED BY:	 
	 	 	 
	MOUNTAIN & CO. I SPONSOR LLC	 
	 	 	 
	By:	/s/
    Dr. Cornelius Boersch	 
	 	Name: Dr. Cornelius Boersch 	 
	 	Title: Director	 
	 	 	 



 


[Signature Page to Administrative Services
Agreement]