Exhibit 10.5


 


KL ACQUISITION CORP


111 West 33rd Street, Suite 1910

New York, NY 10120


 


January 7, 2021


 


Kennedy Lewis Management LP


111 West 33rd Street, Suite 1910


New York, NY 10120


 


	 	Re:	Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between KL Acquisition Corp (the “Company”) and Kennedy Lewis Management LP (“Kennedy
Lewis”), 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”):


 


(i) Kennedy Lewis
shall make available, or cause to be made available, to the Company, at 111 West 33rd Street, Suite 1910, New York, NY
10120 (or any successor location of Kennedy Lewis), certain office space, utilities and secretarial and administrative services
as may be reasonably required by the Company. In exchange therefor, the Company shall pay Kennedy Lewis the sum of $10,000 per
month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) Kennedy Lewis
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 letter 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”)
as a result of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, 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 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.


 


No party hereto may
assign either this letter 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 letter 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, without giving effect to its choice of law principles.


 


[Signature page follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	KL ACQUISITION CORP
	 	 	 
	 	By:	/s/ Doug Logigian
	 	 	Name:  	Doug Logigian
	 	 	Title:	Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


KENNEDY LEWIS MANAGEMENT LP


 


	By:	/s/ Doug Logigian 	 
	 	Name: Doug Logigian	 
	 	Title:   Authorized Signatory	 


 


[Signature Page to Administrative
Services Agreement]