Exhibit 10.5


 


Execution Version


 


GLASS HOUSES ACQUISITION CORP.


3811 Turtle Creek Blvd., Suite 1100


Dallas, TX 75219


 


March 22, 2021


 


Glass Houses Sponsor, LLC

3811 Turtle Creek Blvd., Suite 1100

Dallas, TX 75219


 


		Re:	Administrative Support Agreement



 


Ladies and Gentlemen:


 


This letter agreement by and
between Glass Houses Acquisition Corp. (the “Company”) and Glass Houses 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 3811 Turtle Creek Blvd.,
Suite 1100, Dallas, TX 75219 (or any location designated by Sponsor), certain office space, utilities and professional, secretarial and
administrative support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $25,000
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”),
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 laws principles.


 


[Signature Page Follows]


 



     


     


    

 





	 	GLASS HOUSES ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Tonya Clark
	 	Name: 	Tonya Clark
	 	Title:	Chief Financial Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	GLASS HOUSES SPONSOR, LLC	 
	 	 	 
	By:	/s/ Quincy Fennebresque	 
	Name: 	Quincy Fennebresque	 
	Title:	Chief Executive Officer	 


 


[Signature Page to Administrative Support Agreement]