Exhibit 10.5


 





CORNER GROWTH ACQUISITION CORP. 3

251 Lytton Avenue, Suite 200

Palo Alto, CA 94301


 


[●], 2021


 


CGA Sponsor 3, LLC

251 Lytton Avenue, Suite 200


Palo Alto, CA 94301


 


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 Corner Growth Acquisition Corp. 3 (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”),
CGA Sponsor 3, 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 251
Lytton Avenue, Suite 200, Palo Alto, CA 94301 (or any successor location). In exchange therefor, the Company shall pay Sponsor
(A) a sum of $40,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date, and (B) on the
Termination Date, an amount equal to $960,000 less any amounts previously paid by the Company to the Sponsor pursuant to this letter
agreement. 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. Signatures to this letter agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing (including any electronic signature covered by
the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable
law, e.g., www.docusign.com).


 


[Signature Page Follows]


 






     


     


    

 


	 	Very
    truly yours,
	 	 
	 	CORNER
    GROWTH ACQUISITION CORP. 3
	 	 
	 	By:	 
	 	 	Name: Marvin Tien
	 	 	Title: Co-Chairman and Chief Executive Officer




 


	AGREED
    TO AND ACCEPTED BY:	 
	 	 
	CGA
    SPONSOR 3, LLC	 
	 	 
	By:	 	 
	 	Name: Marvin Tien	 
	 	Title:Member	 




 


Signature page to Administrative Services
Agreement