EX-10.5





 Exhibit 10.5 

YUCAIPA ACQUISITION CORPORATION 

9130 West Sunset Boulevard 
 Los
Angeles, CA 90069 
 August [●], 2020 

Yucaipa Acquisition Manager, LLC 
 9130 West Sunset Boulevard

 Los Angeles, CA 90069 
 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 Yucaipa 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”), Yucaipa Acquisition Manager, 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 9130 West Sunset Boulevard, Los Angeles, CA 90069 (or any successor location). In exchange therefore, the Company shall pay 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] 

  
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	Very truly yours,
	
	YUCAIPA ACQUISITION CORPORATION
		
	By:	 	             

	Name:	 	Ronald W. Burkle
	Title:	 	President


  

			
	AGREED TO AND ACCEPTED BY:
	
	YUCAIPA ACQUISITION MANAGER, LLC
		
	By:	 	         

	Name:	 	Robert P. Bermingham
	Title:	 	Vice President and Secretary