Exhibit 10.5


 


ONE EQUITY PARTNERS OPEN WATER I CORP.


c/o OEP Open Water I Holdings LLC


510 Madison Avenue, 19th Floor


New York, New York 10022


 


January 26, 2021


 


OEP Open Water I Holdings LLC


510 Madison Avenue, 19th Floor


New York, New York 10022


 


Ladies and Gentlemen:


 


This letter agreement 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 One Equity
Partners Open Water I 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”):


 


	 	i.	OEP Open Water I Holdings LLC (the “Sponsor”) shall take steps directly or indirectly to make available
to the Company, at 510 Madison Avenue, 19th Floor, New York, New York 10022 (or any successor location), certain office space,
secretarial and administrative services as may be required by the Company from time to time. In exchange therefor, the Company
shall pay Sponsor the sum of $5,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date;
and




 


	 	ii.	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,
	 	 
	 	One Equity Partners Open Water I
    Corp.
	 	 	 
	 	By:	/s/ Jessica Marion  
	 	 	Name: 	Jessica Marion
	 	 	Title: 	Chief Financial Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	OEP OPEN WATER I HOLDINGS LLC	 
	 	 	 
	By:	/s/ Jessica Marion  	 
	 	Name:	Jessica Marion	 
	 	Title:	Chief Financial Officer	 



 


[Signature Page to Administrative Support
Agreement]