Exhibit 10.5




 




Execution

Version




 




10X

CAPITAL VENTURE ACQUISITION CORP




1

World Trade Center, 85th Floor




New

York, NY 10007




 




November

24, 2020




 




10X

Capital SPAC Sponsor I LLC




1

World Trade Center, 85th Floor 




New

York, NY 10007




 




Re:

Administrative Services Agreement




 




Ladies

and Gentlemen:




 




This

letter agreement (this “Agreement”) by and among 10X Capital Venture Acquisition Corp (the “Company”)

and 10X Capital SPAC Sponsor I LLC (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 1 World Trade Center, 85th Floor, New

York, NY 10007 (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 $20,000 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 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 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.




 











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This

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.




 




 




[Signature

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	 	Very truly yours,
	 	 	 
	 	10X CAPITAL VENTURE ACQUSITION

    CORP
	 	 	 
	 	By:	/s/

    Hans Thomas
	 	 	Name:	Hans Thomas
	 	 	Title:	Chief Executive Officer





 




 









	AGREED AND ACCEPTED BY:	 
	 	 	 
	10X CAPITAL SPAC SPONSOR I LLC
	 	 	 
	By:	/s/

    Hans Thomas	 
	 	Name:	Hans Thomas	 
	 	Title:	Managing Member	 





 




 




[Signature

Page to Administrative Services Agreement]