Exhibit 10.5


 


Aequi Acquisition Corp.


500 West Putnam Avenue, Suite 400


Greenwich, CT 06830


 


November 19, 2020


Aequi Sponsor LLC


500 West Putnam Avenue, Suite 400


Greenwich, CT 06830


 


Re: Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by and between Aequi
Acquisition Corp. (the “Company”) and Aequi 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 to the
Company, at 500 West Putnam Avenue, Suite 400, Greenwich, CT 06830 (or any successor location), 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,
	 	 
	 	AEQUI ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Hope S. Taitz 
	 	Name:  	Hope S. Taitz
	 	Title:	Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	AEQUI SPONSOR LLC	 
	 	 	 
	By:	/s/ Hope S. Taitz 	 
	Name: 	Hope S. Taitz	 
	Title:	Member	 


 


[Signature Page to Admin. Services Agreement]