Exhibit 10.5


 


Agile
Growth Corp.


Riverside Center


275 Grove Street, Suite 2-400


Newton, MA 02466


 


March 9, 2021


 


Agile Growth Sponsor, LLC


Riverside Center


275 Grove Street, Suite 2-400


Newton, MA 02466


 


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 Agile Growth
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”), Agile Growth Sponsor, LLC (the “Sponsor”)
shall take steps directly or indirectly to (i) make available to the Company certain office space and other facilities as may be
required by the Company from time to time, situated at Riverside Center, 275 Grove Street, Suite 2-400, Newton, MA 02466 (or any
successor location) (the “Facilities Services”) and (ii) render to the Company, on a non-exclusive basis,
by and through such of the Sponsor’s officers, employees, agents, independent contractors, representatives and affiliates
as the Sponsor, in its sole discretion, may designate or engage from time to time (the “Personnel”),
certain secretarial, support, consulting and administrative services, including research, due diligence, transaction process management
and execution and other services of a type customarily provided by entities similar to the Sponsor (collectively, the “Personnel
Services”); provided, however, that the Personnel Services shall not include any investment advice to the
Company.


 


The Company acknowledges that certain of
the Personnel also will be performing services for the Sponsor and/or other companies from time to time, including certain subsidiaries
and affiliates of the Sponsor, in each case, while also potentially performing services directly for the Company irrespective of
this letter agreement. The parties acknowledge and agree that the Sponsor, and not the Company, will be solely responsible for
the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other
compensation applicable to all Personnel. All Personnel will be subject to the personnel policies of the Sponsor. The Sponsor will
be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Personnel and other
such employment related taxes as are required by law. The Company will cooperate with the Sponsor to facilitate the Sponsor’s
compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment or engagement
of all Personnel.


 


In exchange for the Facilities Services,
the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum of up to $3,333 per month on the
Effective Date and continuing monthly thereafter until the Termination Date.


 


In exchange for the Personnel Services,
the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum of up to $36,667 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,
	 	 
	 	Agile Growth Corp.
	 	 	 
	 	By:	/s/ Jay Bhatt
	 	Name:	Jay Bhatt
	 	Title:	CEO



 


AGREED TO AND ACCEPTED BY:


 


	Agile Growth Sponsor, LLC	 
	 	 	 
	By:	/s/ Jay Bhatt	 
	Name:	Jay Bhatt	 
	Title:	Managing Member and President