Exhibit 10.5


 


HealthCor
Catalio Acquisition Corp.


55 Hudson Yards, 28th Floor


New York, New York 10001


 


[●], 2021


 


HealthCor Catalio Acquisition Corp.

55 Hudson Yards, 28th Floor


New York, New York 10001


 


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 HealthCor
Catalio Acquisition 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”), HC Sponsor
LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain
office space, and secretarial and administrative services as may be required by the Company from time to time, situated at 55 Hudson
Yards, 28th Floor, New York, New York 10001 (or any successor location). In exchange therefor, the Company shall pay the Sponsor
a sum of up to $10,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination Date.
The 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
in connection with and upon the consummation of the IPO and hereby irrevocably waives any Claim it presently has or 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,
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.


 


The parties may not assign this letter
agreement and any of their rights, interests, or obligations hereunder without the consent 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 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]


 






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	 	Very truly yours,
	 	 
	 	HEALTHCOR CATALIO ACQUISITION
CORP.
	 	 	 
		By:	
	 	Name:   	Christine Clarke
	 	Title:	 Chief Financial Officer




 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	HC SPONSOR LLC	                                                                                                                                                   
	 	 
	By:	 	 
	Name:  	Anabelle Perez Gray	 
	Title:	Authorized Signatory	 




 






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