Exhibit 10.5


 


 


CONSTELLATION ACQUISITION CORP I 


181 Westchester Avenue 


Suite 407A





Port Chester, NY 10573


 


[·],
2021


 


Constellation Sponsor GmbH & Co. KG





c/o MC Investments GmbH,





Tuerkenstrasse 7, 80333 Munich, Germany


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and between Constellation Acquisition Corp I (the “Company”)
and Constellation Sponsor GmbH & Co. KG (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 New York Stock Exchange (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 181 Westchester Avenue, Suite 407A, Port Chester,
NY 10573 (or any successor location), office space and secretarial and administrative services and other obligations of the Sponsor
as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor up to $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 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 shall
be governed by and construed in accordance with 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] 


 






    


     


    

 




 


	 	Very truly yours, 	 
	 	 	 
	 	CONSTELLATION ACQUISITION CORP I	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name: Thomas Stapp 	 
	 	 	Title:  Chief Financial Officer	 
	 	 	 	 



 


 


	AGREED AND ACCEPTED BY:	 
	 	 
	 	 
	
        CONSTELLATION SPONSOR GMBH & CO. KG 

         
	 
	By	
	

	 	Name:	Martin Weckwerth	 
	 	Title:	Managing Director of Constellation Sponsor GP GmbH on behalf of Constellation Sponsor GmbH & Co. KG	 




 


 


[Signature Page to Administrative Services
Agreement]