Exhibit 10.5 


 


EXCOLERE ACQUISITION CORP.

2029 Century Park East Suite 400N 


Los Angeles, CA 90067


 


, 2021


 


Excolere Acquisition Sponsor LLC

2029 Century Park East Suite 400N


Los Angeles, CA 90067


 


Re:  Administrative Support
Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Excolere
Acquisition Corp. (the “Company”) and Excolere Acquisition Sponsor LLC (“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 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”):


 


		i.	Sponsor shall make available, or cause to be made available,
to the Company, at 2029 Century Park East Suite 400N, Los Angeles, CA 90067 (or any successor location of Sponsor), certain
office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor,
the Company shall pay Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date; and



 


		ii.	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 letter 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 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 may have in the future,
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 the 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. 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 constitutes 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, 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


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	EXCOLERE ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	Anthony Miller
	 	 	Title:	Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	EXCOLERE ACQUISITION SPONSOR LLC	 
	 	 
	By:	 	 
	 	Name: 	Anthony Miller	 
	 	Title:	Managing Member	 


 


[Signature Page to Administrative
Support Agreement]