EX-10.5



 Exhibit 10.5 

 
 Independence Holdings Corp. 

c/o Bregal Investments 
 277 Park Avenue 
 29th Floor, Suite B 

New York, NY 10172 

[    ], 2021 
  

Independence Sponsor LLC 
 c/o Bregal Investments

 277 Park Avenue 
 29th Floor, Suite B

 New York, NY 10172 
  

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 Independence Holdings 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”), Independence Sponsor 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 c/o Bregal Investments, 277 Park Avenue 29th Floor, Suite B New York, NY 10172 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum of $10,000 per month
on the Effective Date and continuing monthly thereafter until the Termination Date. 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,

	
	
	 INDEPENDENCE HOLDINGS CORP.

	
	
	 By:
	 	  

	 Name:    

	 Title:    



  

					
	 AGREED TO AND ACCEPTED BY:

	
	
	 INDEPENDENCE SPONSOR LLC

	
	
	 By:
	 	 Off Soho, LLC, its sole member

	 By:
	 	  

	 Name:  

	 Title: