Exhibit 10.5 


 


PROJECT ENERGY REIMAGINED ACQUISITION CORP.


3 Lagoon Drive, Suite 170


Redwood City, California 94065


 


October 28, 2021


 


EWI Capital SPAC I LLC


3 Lagoon Drive, Suite 170


Redwood City, California 94065


 


Re:        Administrative
Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this
 “Agreement”) by and between Project Energy Reimagined Acquisition Corp. (the “Company”)
and EWI Capital SPAC I LLC (“EWI Capital”), 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 Global 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.          EWI
Capital shall make available, or cause to be made available, to the Company, at 3 Lagoon Drive, Suite 170, Redwood City, California
94065 (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 EWI Capital $30,000 per month on the Listing Date and continuing monthly thereafter until
the Termination Date; and


 


2.          EWI
Capital 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 shareholders 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 for agreements
made and to be wholly performed within such state, without regards to the conflicts of laws principles thereof.


 


[Signature Page Follows]


 






    2 


     


    

 


	 	Very truly yours,
	 	 
	 	PROJECT ENERGY REIMAGINED ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Srinath Narayanan
	 	Name:	Srinath Narayanan
	 	Title:	Chief Executive Officer




 


	AGREED AND ACCEPTED BY:	 
	 	 
	EWI CAPITAL SPAC I LLC	 
	 	 	 
	By:	/s/ Srinath Narayanan	 
	Name:	Srinath Narayanan	 
	Title:	Manager	 




 


[Signature
Page to Administrative Services Agreement]