Exhibit 10.5


MOTOR CITY ACQUISITION CORP.


44225 Utica Road


Utica, Michigan 48317


 


, 2021


 


Motor City Acquisition Corp.


44225 Utica Road


Utica, Michigan 48317


  


Re: Administrative Support
Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Motor City Acquisition Corp. (the “Company”) and WSMC Holdings LLC (“Sponsor”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (File No. 333-253842) (the “Registration Statement”)
is declared effective (the “Effective Date”) 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 44225 Utica Road Utica, Michigan 48317 (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 beginning on the Effective 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 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,




 


	 	MOTOR CITY ACQUISITION CORP.




 


	 	By:	 
	 	 	Name:	Robert L. Wagman
	 	 	Title:	Chief Executive Officer




 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	WSMC HOLDINGS LLC	 
	 	 	 
	By:	 	 
	 	Name:	Eric S. Singer	 
	 	Title:	Member