Exhibit 10.5

   

  KERNEL GROUP HOLDINGS, INC.

  2 Rousseau Street

    San Francisco, California 94112

   

  January [●], 2021

   

  Kernel Capital Holdings, LLC

    2 Rousseau Street

    San Francisco, California 94112

   

  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 Kernel Group
    Holdings, Inc. (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”), Kernel Capital Holdings, LLC (the
    “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space,
    secretarial and administrative services as may be required by the Company from time to time, situated at 2 Rousseau Street, San
    Francisco, California 94112 (or any successor location). In exchange therefore, the Company shall pay the Sponsor, or an affiliate
    thereof, as determined by the Sponsor, a sum of $10,000 per month 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
    upon the consummation of the IPO and hereby irrevocably waives any Claim it 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 against 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.

   

  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]

   

  
  
    	 		 


  

  
     

  

  
   

  	 	Very truly yours,
	 	 
	 	KERNEL GROUP HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:	Rakesh Tondon
	 	Title:	Chief Financial Officer


   

  	AGREED TO AND ACCEPTED BY:	 
	 	 
	KERNEL CAPITAL HOLDINGS, LLC	 
	 	 	 
	By:	 	 
	Name:	Rakesh Tondon	 
	Title:	Chief Financial Officer