Exhibit 10.5


 


OceanTech Acquisitions I Corp.





515 Madison Avenue, Suite 8133





New York, New York 10022


 





	 	May 27,
2021


 








OceanTech Acquisitions I Sponsors LLC





515 Madison Avenue, Suite 8133





New York, NY 10022





Attn: Joseph Adir


 


	 Re:	Administrative Support Agreement



 


Ladies and Gentlemen:


 


This letter agreement by and
between OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”) and OceanTech Acquisitions I Sponsors
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 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)            Sponsor
shall make available, or cause to be made available, to the Company, at 515 Madison Avenue, Suite 8133, New York, NY 10022,
(or any successor location of 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 Sponsor the 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 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 this letter agreement 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]


 









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	 	Very truly yours,
	 	 
	 	OCEANTECH ACQUISITIONS I CORP.
	 	 
	 	 
	 	By:	/s/ Joseph Adir 
	 	Name: 	Joseph Adir
	 	Title:	Chief Executive Officer


 


 


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	OCEANTECH ACQUISITIONS I SPONSORS LLC	 
	 	 
	 	 
	By:	/s/ Joseph Adir	 
	Name:	 Joseph Adir	 
	Title:	Authorized Signatory	 






 





[Signature Page to Administrative Support
Agreement]