Exhibit 10.5 


 


RXR Acquisition Corp.

625 RXR Plaza

Uniondale, New York 11556


 


March 3, 2021


 


RXR Acquisition Sponsor LLC

625 RXR Plaza

Uniondale, New York 11556


 


Re: Administrative Services Agreement


 





Ladies and Gentlemen:


 


This letter agreement (this “Agreement”)
by and among RXR Acquisition Corp. (the “Company”) and RXR Acquisition Sponsor LLC (the “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”):


 


1. The
Sponsor shall make available, or cause to be made available, to the Company, at RXR Acquisition Sponsor LLC 625 RXR Plaza, Uniondale,
New York 11556 (or any successor location), office space and secretarial and administrative services as may be reasonably required
by the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


2. The
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 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 as a result of, or arising out of, this Agreement, 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 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 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 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 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.


 


Notwithstanding anything appearing to the
contrary in this Agreement, no affiliate of the parties or any direct or indirect partner, member or shareholder of the parties
or any affiliate of the parties (or any officer, director, agent, manager, personal representative, trustee or employee of the
parties, any affiliate of the parties or any such direct or indirect partner, member or shareholder) (collectively, the “Exculpated
Parties”) shall be liable for the performance or non-performance of either of the parties’ obligations under
this Agreement. The parties agree not to sue or otherwise seek to enforce any liability or obligation against any of the Exculpated
Parties with respect to any matters arising out of or in connection with this Agreement.


 


[Signature Page Follows]


 




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	 	Very truly yours,
	 	RXR ACQUISITION CORP.
	 	 
	 	By:	/s/ Scott Rechler
	 		Name:	Scott Rechler
	 		Title:	CEO



 


	AGREED AND ACCEPTED BY:	 
	RXR ACQUISITION SPONSOR, LLC	 
	 	 
	By:	/s/ Jason Barnett	 
		Name:	 Jason Barnett	 
		Title:	Authorized Person	 



 








[Signature Page to Administrative Services
Agreement]


 


 


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