Exhibit 10.5


 


 


 


OTR Acquisition Corp.


1395 Brickell Avenue


Suite 800


Miami, FL 33131


 


 


November 17, 2020


 


Purchase Capital LLC


1395 Brickell Avenue


Suite 800


Miami, FL 33131


Attn: Nicholas J. Singer


 


Re: Administrative
Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between OTR Acquisition Corp. (the “Company”) and Purchase Capital LLC (“Purchase Capital”), 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”):


 


(i) Purchase Capital
shall make available, or cause to be made available, to the Company, at 1395 Brickell Avenue, Suite 800, Miami, FL 33131,
(or any successor location of Purchase Capital), certain office space, utilities and secretarial and administrative support as
may be reasonably required by the Company. In exchange therefor, the Company shall pay Purchase Capital the sum of $10,000 per
month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) Purchase Capital
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”) as a result
of, or arising out of, this letter agreement, 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 this letter agreement 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 law principles.


 


[Signature Page Follows]


 




     


     


    


 


 


	 	Very truly yours,
	 	 
	 	OTR ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Nicholas J. Singer
	 	 	Name:	 Nicholas J. Singer
	 	 	Title:	Chief Executive Officer and Chairman


 


AGREED TO AND ACCEPTED BY:


 


PURCHASE CAPITAL LLC.


 


	By:	/s/ Nicholas J. Singer	 
	 	Name: Nicholas J. Singer	 
	 	Title:  Managing Member 	 


 


 


[Signature Page to Administrative Support
Agreement]