Exhibit 10.5 


 


BYTE ACQUISITION CORP.


445 Park Avenue, 9th Floor


New York, NY 10022


 


March 18, 2021


 


Byte Holdings LP


445 Park Avenue, 9th Floor


New York, NY 10022


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this “Agreement”)
by and between BYTE Acquisition Corp.(the “Company”) and Byte Holdings LP (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”), pursuant to a Registration Statement on Form S-1 and
prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and
continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation
(in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”):


 


1. The Sponsor shall make available, or
cause to be made available, to the Company, at 445 Park Avenue, 9th Floor New York, NY 10022 (or any successor location), office
space and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company
shall pay the Sponsor $10,000 per month 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 as a result of, or arising out of, this Agreement (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 shareholders 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 may have in the future as a result of, or arising out of, this 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 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 Agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval 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 Agreement shall be governed by and
construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state,
without regards to the conflicts of laws principles thereof.


 


[Signature Page Follows]


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	BYTE ACQUISITION CORP.
	 	 	 
	 	By:	
        /s/ Danny Yamin

	 	 	Name: 	Danny Yamin
	 	 	Title: 	Chief Executive Officer





	
         

        AGREED AND ACCEPTED BY:
	 
	 	 
	
        BYTE HOLDINGS LP

        By: Byte Holdings GP Corp., its general partner
	 
	 	 	 
	By:	
        /s/ Vadim Komissarov
	 
	 	Name: 	Vadim Komissarov	 
	 	Title: 	Director	 



 


[Signature Page to Administrative Services
Agreement]