Exhibit 10.5


 


CORAZON CAPITAL V838 MONOCEROS CORP


222 West Merchandise Mart Plaza


Box #2982


Chicago, Illinois 60654


 


[●], 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:  	 
	 	Name:  	Steven Farsht
	 	Title:  	Chief Financial Officer



  


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