Exhibit 10.5


 


Velocity Acquisition Corp.


109 Old Branchville Road


Ridgefield, CT 06877


February 22, 2021


Velocity Sponsor LLC


109 Old Branchville Road


Ridgefield, CT 06877


 


		Re:	Administrative Services Agreement



 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and among Velocity Acquisition Corp. (the “Company”) and Velocity 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 109 Old Branchville Road, Ridgefield,
CT 06877 (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 $15,000 per month beginning 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.


 




     


     


    

 


	 	Very truly yours, 
	 	 
	 	VELOCITY ACQUISITION CORP.
	 	 	 
	 	By: 	/s/ Garrett Schreiber
	 	 	Name:   	Garrett Schreiber
	 	 	Title: 	Chief Financial Officer


 





	AGREED AND ACCEPTED BY:	 
	 	 	 
	VELOCITY SPONSOR LLC	 
	 	 
	By:	Velocity Sponsor Manager LLC, its sole member	 



 


	By: 	/s/ Garrett Schreiber	 
	 	Name:  	 Garrett Schreiber	 
	 	Title:	Manager