Exhibit 10.5 


 


CATALYST PARTNERS ACQUISITION
CORP. 

20 University Road


Fourth Floor

Cambridge, MA 02138


 


May 17, 2021


 


CAT Sponsor LLC

20 University Road


Fourth Floor

Cambridge, MA 02138


 


Re:  Administrative Services Agreement



 


Ladies and Gentlemen:


 


This letter agreement by and between Catalyst Partners
Acquisition Corp. (the “Company”) and CAT Sponsor LLC (“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 Capital
Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with
the 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.	Sponsor shall make available, or cause to be made available, to the Company, at 20 University Road, Fourth Floor, Cambridge, MA 02138
(or any successor location of Sponsor), certain office space, secretarial and administrative services as may be reasonably required by
the Company. In exchange therefor, the Company shall pay Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum of $10,000
per month on the Listing Date and continuing monthly thereafter until the Termination Date; and



 


		ii.	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 (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, 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.



 






    


     


    

 


		iii.	To the fullest extent permitted by applicable law, the Company hereby agrees to indemnify, hold
                                                                                                            harmless and exonerate the Sponsor and any of its affiliates (each, a “Sponsor Indemnitee”) from any and
                                                                                                            all costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees,
expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by any Sponsor Indemnitee
or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding
instituted by the Company or any third party in respect of any investment opportunities sourced by a Sponsor Indemnitee for the Company
or any liability arising with respect to a Sponsor Indemnitee’s activities in connection with the affairs of the Company (in each
case that are provided without a separate written agreement between the Company and such Sponsor Indemnitee); provided, that in no event
shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses, judgments,
liabilities, fines, penalties and amounts paid in settlement (if any) that Sponsor Indemnitee may incur by reason of such person’s
own actual fraud or intentional misconduct; provided further, for the avoidance of doubt, that under no circumstance shall a Sponsor Indemnitee
have a Claim to any monies or assets held in the Trust Account, and the Company shall not be permitted to procure monies or assets held
in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification provided hereunder.



 


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
laws principles.


 


[Signature Page Follows]


 






    2


     


    

 


	 	Very truly yours, 
	 	 
	 	CATALYST PARTNERS ACQUISITION CORP.
	 
	 	By:	/s/ Evan Sotiriou
	 	 	Name:  Evan Sotiriou
	 	 	Title:    Chief Operating Officer




 


	AGREED TO AND ACCEPTED BY:
	 
	CAT SPONSOR LLC
	 
	 
	By: 	/s/ Evan Sotiriou	 
	 	Name:  Evan Sotiriou
	 	Title:    Chief Operating Officer




 


[Signature Page to Administrative
Services Agreement]