Exhibit 10.5


 


COLICITY INC.


2300 Carillon Point


Kirkland, WA 98033


February 23, 2021


X-icity Holdings Corporation


2300 Carillon Point


Kirkland, WA 98033


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and among Colicity Inc. (the “Company”) and X-icity Holdings
Corporation (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 2300 Carillon Point, Kirkland, WA 98033 (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 $10,000 per month 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.


 


[Signature Page Follows]


 




     


     


    

 


	 	Very truly yours,
	 	 	 
	 	COLICITY INC.
	 	 	 
	 	By:	/s/ Steve Ednie
	 	 	Name: Steve Ednie
	 	 	Title: Chief Financial Officer


 


	AGREED AND ACCEPTED BY:	 
	 	 
	X-ICITY HOLDINGS CORPORATION	 
	 	 	 
	By:	/s/ Steve Ednie	 
	 	Name: Steve Ednie	 
	 	Title: Chief Financial Officer	 


 


[Signature Page to Administrative Services
Agreement]