Exhibit 10.5


 


AUTHENTIC EQUITY ACQUISITION CORP.


 


32 Elm Place, 2nd Floor

Rye, NY 10580

January 20, 2021


 


Authentic Equity Sponsor LLC


32 Elm Place, 2nd Floor


Rye, NY 10580


 


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 Authentic Equity 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”), Authentic Equity Sponsor 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 32 Elm Place, 2nd Floor, Rye, NY 10580 (or any successor location). In exchange therefor, the Company
shall pay an affiliate of 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.


 


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	 	Very truly yours, 
	 	 
	 	AUTHENTIC EQUITY ACQUISITION CORP.
	 	 	 
	 	By:	/s/ David Hooper
	 	Name:	David Hooper
	 	Title:	Chairman and Chief Executive Officer


 


Signature Page to Administrative Services
Agreement


 




     


     


    

 


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	AUTHENTIC EQUITY SPONSOR LLC 	 
	 	 
	/s/ David Hooper	 
	Name:	David Hooper	 
	Title:	President and Secretary	 


 


Signature Page to Administrative Services
Agreement