Exhibit 10.5


 


Trinity Acquisition Corporation


 


February 4, 2021


 


Trinity Acquisition Incorporation LLC


89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands


 


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 Trinity Acquisition Corporation (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”), Trinity Acquisition Incorporation 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 Unit 1903-4, 303 Hennessy Road, Wanchai, Hong Kong (or any successor location). In
exchange therefore, the Company shall pay Trinity Acquisition Incorporation LLC a sum of $10,000 per month commencing on the Effective
Date and continuing monthly thereafter until the Termination Date. Trinity Acquisition Incorporation LLC 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 in connection with and
upon the consummation of the IPO and hereby irrevocably waives any Claim it presently has or 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, 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.


 


The parties may not
assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent 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
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,
	 	 	 	 
	 	 	Trinity Acquisition Corporation
	 	 	 	 
	 	 	By:	 /s/ Daniel Tseung
	 	 	Name:	Daniel Kar Keung Tseung
	 	 	Title:	Co-Chief Executive Officer
	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 
	 	 	 	 
	Trinity Acquisition Incorporation LLC	 	 
	 	 	 	 
	By:	 /s/ Daniel Tseung	 	 
	Name:	Daniel Kar Keung Tseung	 	 
	Title:	Manager	 	 


 


[Signature Page to Administrative
Services Agreement]