EX-10.5





 Exhibit 10.5 

DTRT Health Acquisition Corp. 

1415 West 22nd Street, Tower Floor 

Oak Brook, Illinois 60523 

September 1, 2021 
 DTRT Health Sponsor LLC 

1415 West 22nd Street, Tower Floor 

Oak Brook, Illinois 60523 
  

	 	Re:	 Administrative Services Agreement 



Ladies and Gentlemen: 
 This letter agreement
(this “Agreement”) by and among DTRT Health Acquisition Corp. (the “Company”) and DTRT Health 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 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 1415 West 22nd Street, Tower Floor, Oak Brook Illinois 60523 (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 $1,666.66 per month beginning 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. 












 
					
	Very truly yours,
	
	DTRT HEALTH ACQUISITION CORP.
		
	By:	 	 /s/ Mark Heaney 

		 	Name:	 	Mark Heaney
		 	Title:	 	Chief Executive Officer


  

					
	AGREED AND ACCEPTED BY:
	
	 DTRT HEALTH SPONSOR LLC
  

By: DTRT Health Sponsor Manager LLC, its sole member

		
	By:	 	 /s/ Mark Heaney

		 	Name:	 	Mark Heaney
		 	Title:	 	Manager

 [Signature Page to Administrative Services Agreement]