Exhibit 10.5


 


OMNICHANNEL ACQUISITION
CORP.


485 Springfield Avenue #8


Summit, NJ 07901


November 19, 2020


 


Omnichannel Sponsor LLC


485 Springfield Avenue #8


Summit, NJ 07901


  


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and among Omnichannel Acquisition Corp. (the “Company”)
and Omnichannel Sponsor 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 New York Stock Exchange (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 485 Springfield Avenue #8, Summit, NJ 07901 (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 $4,000 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.


 


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 Page Follows] 


  



     


     


    




 


	 	Very
    truly yours,   
	 	 	 
	 	OMNICHANNEL
    ACQUISITION CORP.  
	 	 	 
	 	By: 
    	/s/
Matt Higgins 
	 	 	Name:  	Matt Higgins  
	 	 	Title:  	Chief Executive Officer  



 


	AGREED AND ACCEPTED BY:	 
	 	 	 	 
	OMNICHANNEL SPONSOR LLC 


	 
	 	 
	By:  	/s/ Matt Higgins	 
	 	Name:  	Matt Higgins	 
	 	Title:  	Manager	 



 


[Signature Page to Administrative Services
Agreement]