Exhibit 10.5


 


EXECUTION VERSION


 


Bright Lights Acquisition Corp.


12100 Wilshire Blvd, Suite 1150


Los Angeles, CA 90025


 


January 6, 2021


 


Bright Lights Sponsor LLC


12100 Wilshire Blvd, Suite 1150


Los Angeles, CA 90025


 


Re: Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by and between Bright Lights Acquisition
Corp., a Delaware corporation (the “Company”), and Bright Lights Sponsor LLC, a Delaware limited liability
company (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 Nasdaq Capital Market (the “Listing Date”)
and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s
liquidation (in each case as described in the Registration Statement on Form S-1, as amended (File No. 333-251513), filed with
the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):


 


		1.	The Sponsor shall make available to the Company, at 12100 Wilshire Blvd, Suite 1150, Los Angeles, CA 90025 (or any successor
location or other existing office locations of the Sponsor or any of its affiliates), certain office space, secretarial and administrative
services, including compliance services, as may be reasonably requested by the Company. In exchange therefor, the Company shall
pay, on the first day of each month, to the Sponsor the sum of $10,000 per month commencing 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 or nature
whatsoever (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”),
and hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, this letter
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 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 all 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, provided that the Sponsor
may assign this letter agreement to an affiliate without the prior written approval of the Company. 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, 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
and construed in accordance with the laws of the State of New York.


 


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 letter
agreement.


 


[Signature page follows]


 






     


    


    







 


	 	Very truly yours,
	 	 
	 	BRIGHT LIGHTS ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Michael Mahan
	 	 	Name:	Michael Mahan
	 	 	Title:	Chief Executive Officer


 


	 	AGREED TO AND ACCEPTED BY:
	 	 
	 	Bright Lights Sponsor LLC
	 	 	 
	 	By:	/s/ Michael Mahan
	 	 	Name:	Michael Mahan
	 	 	Title:	Chief Executive Officer