Exhibit 10.5


 


CORAZON CAPITAL V838 MONOCEROS CORP


222 West Merchandise Mart Plaza


Box #2982


Chicago, Illinois 60654


 


March 26, 2021


 


Corazon V838 Monoceros Sponsor LLC

222 West Merchandise Mart Plaza


Box #2982


Chicago, Illinois 60654


 


Ladies and Gentlemen:


 


This letter will confirm our agreement that, commencing
on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”)
for the initial public offering (the “IPO”) of the securities of Corazon Capital V838 Monoceros Corp (the “Company”)
and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s
liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”), Corazon V838 Monoceros Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly
to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from
time to time, situated at 222 West Merchandise Mart Plaza, Box #2982, Chicago, Illinois 60654 (or any successor location). In exchange
therefore, the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum of $10,000 per month on the
Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have any right,
title, interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account
(the “Trust Account”) that may be established upon the consummation of the IPO and hereby irrevocably waives
any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and
will not seek recourse against 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.


 


The parties may not assign this letter agreement
and any of their rights, interests, or obligations hereunder without the consent of the other party.


 


This letter agreement 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
that will apply the laws of another jurisdiction.


 


This letter agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and
the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence
the existence of this letter agreement.


 


[Signature Page Follows]


 






    


     


    

 


	 	Very truly yours,
	 	 	 
	 	CORAZON CAPITAL V838 MONOCEROS CORP
	 	 	 
	 	 	 
	 	By:	/s/ Steven Farsht
	 	Name:	Steven Farsht
	 	Title:	Chief Financial Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	CORAZON V838 MONOCEROS SPONSOR LLC	 
	 	 	 
	By:	/s/ Steven Farsht	 
	Name:	Steven Farsht	 
	Title:	Chief Financial Officer