Exhibit 10.5


 


ADMINISTRATIVE SERVICES AGREEMENT


 


This Administrative Services
Agreement (this “Agreement”), dated as of [●], 2021, is made and entered into by and between Thrive Acquisition Corporation,
a Cayman Islands exempted company (the “Company”), and Thrive Acquisition Sponsor LLC, a Cayman Islands exempted limited
liability company (the “Service Provider” and, together with the Company, the “Parties” and, each
individually, a “Party”).


 


RECITALS


 


WHEREAS, the Company intends
to consummate an initial public offering of the Company’s securities (the “Public Offering”);


 


WHEREAS, the Company was formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar
business combination with one or more businesses (a “Business Combination”); and


 


WHEREAS, the Company wishes
to retain the Service Provider to provide certain support and administrative services, and provide access to certain office space, commencing
on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”) and
continuing until the earlier of the consummation by the Company of an initial Business Combination and the Company’s liquidation
(in each case, as described in the Registration Statement on Form S-1 (File No. 333-259418) filed with the Securities and Exchange Commission
related to the Public Offering) (such earlier date hereinafter referred to as the “Termination Date”).


 


NOW, THEREFORE, in consideration
of the mutual covenants and undertakings contained in this Agreement, the Company and the Service Provider, intending to be legally bound,
agree as follows:


 


ARTICLE
I



SERVICES


 


Section 1.1 Services
Generally. Commencing on the Listing Date and continuing until the Termination Date, to the extent reasonably requested by the Company,
the Service Provider shall render to the Company, by and through such of the Service Provider’s officers, employees, independent
contractors, consultants, agents, representatives and affiliates as the Service Provider, in its sole discretion, may designate from time
to time, support and administrative services (collectively, the “Services”), including research, due diligence, transaction
process management and execution, information technology, public and investor relations, legal, facilities management, back office, vendor
management, accounting, book and record keeping, cash management, secretarial services and other services in connection with identifying
and evaluating potential initial Business Combination targets that the Service Provider may recommend to the Company; provided that
the Service Provider shall not provide any investment advice to the Company.


 


Section 1.2 Office Space.
Commencing on the Listing Date and continuing until the Termination Date, to the extent reasonably requested by the Company, the Service
Provider shall provide the Company with access to, and use of, the Office Space. For the purposes of this Agreement, the term “Office
Space” shall mean the offices of the Service Provider located at 275 Grove Street, Suite 2-400, Newton, Massachusetts 02466 (or
any successor location or other existing office space of the Service Provider or any of its affiliates).


 






     


     


    

 


Section 1.3 No Authority
to Bind Principal. Notwithstanding any provision to the contrary in this Agreement, the Service Provider shall not represent to any
party that it possesses, and it does not in fact possess, the authority to execute binding contracts on behalf of the Company with any
third party.


 


ARTICLE
II



SERVICE FEE


 


Section 2.1 Administrative
Services Fee.


 


(a) In
consideration of the performance of the Services contemplated by Section 1.1 hereof, the Company agrees to pay the Service Provider
or its designee(s) a monthly fee payable in cash equal to $10,000 (the “Administrative Services Fee”). The Administrative
Services Fee shall be payable by the Company monthly in advance on the first business day of each month that occurs following the Listing
Date until the Termination Date, without regard to the amount of the Services actually performed by the Service Provider. Notwithstanding
anything to the contrary, the first monthly installment of the Administrative Services Fee shall be payable by the Company in advance
on the Listing Date, instead of on the first business day of the first month that occurs following the Listing Date.


 


Section 2.2 Expenses.
In addition to the Administrative Services Fee payable to the Service Provider or its designee(s) pursuant to Section 2.1 here
of, the Company shall, at the direction of the Service Provider, pay directly, or reimburse the Service Provider or its designee(s) for,
its reasonable Out-of-Pocket Expenses (as defined below). For the purposes of this Agreement, the term “Out-of-Pocket Expenses”
shall mean all out of pocket expenses incurred by the Service Provider or its respective affiliates in connection with the performance
of the Services, or providing access to, and use of, the Office Space, including (i) fees and disbursements of any independent auditors,
outside legal counsel consultants, investment bankers, financial advisors and other independent professionals and organizations, (ii)
costs of any outside services or independent contractors or vendors, such as financial printers, couriers, business publications or similar
services, (iii) transportation and other travel expenses, per diem, telephone calls, word processing expenses or any similar expense not
associated with its ordinary operations, (iv) other out-of-pocket expenses incurred by the Service Provider to the extent reasonably allocated
to the Company as a result of the Services in a manner consistent with the Service Provider’s generally applicable cost allocation
polices, including purchases through the Service Provider’s vendor networks and relationships for access to research databases,
due diligence services, computer, network and office equipment and third-party communications vendors, and (v) all other expenses which
are properly allocable to the Company under this Agreement, whether incurred on or after the date of this Agreement. All reimbursements
for Out-of-Pocket Expenses shall be made promptly upon or as soon as practicable after presentation by the Service Provider to the Company
of the statement in connection therewith.


 






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Section 2.3 Any payment
made pursuant to this Article II shall be paid by wire transfer of immediately available federal funds to the accounts specified
by the Service Provider from time to time.


 


ARTICLE
III



WAIVER


 


Section 3.1 Waiver.
Notwithstanding anything herein to the contrary, the Service Provider 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 shareholders
of the Company and into which substantially all of the proceeds of the 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.


 


ARTICLE
IV



CONFIDENTIAL INFORMATION


 


Section 4.1 Nondisclosure
of Confidential Information. The Service Provider shall treat as confidential all Confidential Information (as defined below) of the
Company, shall not, without the consent of the Company, (i) use such Confidential Information except as set forth herein or (ii) disclose
such Confidential Information other than to the Company or its Related Parties (as defined below); provided that each such person
receiving Confidential Information is bound (on terms no less restrictive than those set forth in this Section 4.1) to maintain
the confidentiality of such Confidential Information; provided, further, that the foregoing restriction shall not apply to any
such information that is required to be disclosed by law or the order or regulations of any governmental authority or to establish or
enforce any rights under this Agreement. Without limiting the foregoing, the Service Provider shall use at least the same degree of care
that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential
Information disclosed to it by the Company under this Agreement. For the purposes of this Agreement, the term “Confidential Information”
shall mean all information, data, agreements, letters, documents, reports and records, which are oral or in writing, containing confidential
information concerning the Company and any of its affiliates or assets which is delivered or made available by the Company or its representatives
or affiliates to the Service Provider after the date hereof; provided that Confidential Information does not include (x) information
which is obtained by the Service Provider after the date hereof from a source other than the Company or its representatives or affiliates
that is not bound by an obligation to keep such information confidential, (y) information which is or becomes generally available to the
public other than as a result of a disclosure in violation of this Agreement, or (z) information developed independently by the Service
Provider without reference to or use of the Confidential Information.


 






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ARTICLE
V



INDEMNIFICATION; DISCLAIMER AND LIMITATION OF LIABILITY; OPPORTUNITIES.


 


Section 5.1 Indemnity
and Liability. Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of
its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent
contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling
persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”)
free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket
expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before
or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause
of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to
which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office
Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the
foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s
gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be
unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the
circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply
absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation
is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will
be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will
be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes
a party or is or otherwise becomes a beneficiary or under law or regulation.


 


Section 5.2 Disclaimer;
Standard of Care. The Service Provider makes no representations or warranties, express or implied, in respect of the Services. In
no event will the Service Provider or its Related Parties be liable to the Company or any of its affiliates for any act, alleged act,
omission or alleged omission that does not constitute gross negligence or willful misconduct by the Service Provider as determined by
a final, non-appealable determination of a court of competent jurisdiction.


 


ARTICLE
VI



TERMINATION


 


Section 6.1 Termination.
This Agreement shall terminate upon the earlier of (a) the Termination Date and (b) the mutual agreement of the Parties.


 


Section 6.2 Effect of
Termination. In the event of a termination of this Agreement, the Company will pay the Service Provider or its designees all unpaid
amounts due pursuant to Article II and Section 5.1 with respect to the periods prior to the termination of this Agreement.
This Section 6.2 and Articles III, IV, V and VII shall survive any termination of this Agreement.


 






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ARTICLE
VII



MISCELLANEOUS


 


Section 7.1 Independent
Contractor Status. This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal
relationship between or among the Parties; nor will any Party hold itself out as an agent, partner, or joint venture party of another
Party. Each Party shall be, and shall act as, independent contractors. No Party shall have authority to create any obligation for another
Party. Further, the Service Provider shall be responsible for: (1) selecting and hiring its employees legally, including compliance with
all applicable laws in connection therewith; (2) paying its employees’ wages and other benefits that the Service Provider offers
to such employees in accordance with applicable laws; (3) paying or withholding all required payroll taxes and mandated insurance premiums;
(4) providing workers’ compensation coverage for employees as required by law; and (5) fulfilling employer’s obligations with
respect to unemployment compensation. The Service Provider shall indemnify the Company from a claim made by the Service Provider’s
employee or agent against the Company alleging rights or benefits as a Company employee.


 


Section 7.2 Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered (i)
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number
as may be designated in writing by such party, or (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


Section 7.3 Entire Agreement.
This Agreement constitute the entire agreement between and among the Parties hereto with respect to the transactions contemplated hereby,
and supersede all written and verbal negotiations, representations, warranties, commitments, and other understandings prior to the date
hereof between the Service Provider and the Company.


 


Section 7.4 Amendment
and Waiver. This Agreement may be amended, and the observance of any clause of this Agreement may be waived, only with the written
consent of all Parties affected thereby. Any waiver by either Party hereto of any provision of this Agreement shall not be construed as
a waiver of any other provision of this Agreement, nor shall such waiver be construed as a waiver of such provision with respect to any
other event or circumstance, whether past, present or future.


 






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Section 7.5 Execution
in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or any other form
of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.


 


Section 7.6 Assignment.
The Service Provider hereby acknowledges that the Services to be provided to the Company hereunder are unique and personal. Accordingly,
the Service Provider shall not assign this Agreement or any rights hereunder without the prior written consent of the Company. Any attempted
assignment without such written consent shall be null and void.


 


Section 7.7 Governing
Law; Forum Selection; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York, without regard to the conflict of law provisions of such jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK OR ANY U.S. FEDERAL COURT SITTING IN NEW
YORK COUNTY IN NEW YORK STATE IN RESPECT OF ANY AND ALL SUITS, CLAIMS, DISPUTES, CHALLENGES, ACTIONS OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE RIGHTS OF ANY PARTY HERETO UNDER THIS AGREEMENT, AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS AGREEMENT
(“CLAIMS”), AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH CLAIM BROUGHT IN ANY SUCH COURT AND ANY CLAIM
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE OR
OTHER CLAIM IN CONNECTION WITH THIS AGREEMENT.


 


Section 7.8 Severability.
If any provision or provisions of this Agreement shall, for any reason, be deemed unenforceable or in violation of law, such unenforceability
or violation shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect and be binding
upon the Parties hereto. The Parties will use their best efforts to agree upon any changes in this Agreement which may be necessary in
order to adjust its remaining provisions with regard to the omission of any invalid clause in order to make this Agreement workable.


 


Section 7.9 Section
Heading. The headings of the sections, paragraphs, and exhibits herein are for the Parties’ convenient reference only and shall
not define or limit any of the terms or provisions hereof. Exhibits and other documents referred to in this Agreement are an integral
part hereof, unless the context of such reference indicates otherwise.


 


Section 7.10 Damages.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY HERETO BE LIABLE TO ANOTHER FOR PUNITIVE, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LIABILITY FOR LOSS OF USE, LOSS OF PROFITS, LOSS OF PRODUCT OR BUSINESS INTERRUPTION HOWEVER
THE SAME MAY BE CAUSED, INCLUDING FAULT OR NEGLIGENCE OF ANY PARTY.


 


Section 7.11 Construction.
The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement
refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and subsection references are to
this Agreement unless other-wise specified. The words “include” or “including” when used in this Agreement are
deemed to be followed by the words “but not be limited to” or “but not limited to,” respectively.


 


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IN WITNESS WHEREOF, the Parties
hereto have caused this Administrative Services Agreement to be signed as of the date set forth below.


 


	 	THRIVE ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name: 	Charles Jobson
	 	 	Title:	Chief Executive Officer



 


	 	THRIVE ACQUISITION SPONSOR LLC
	 	 	 
	 	By: 	 
	 	 	Name: 	Charles Jobson
	 	 	Title:	Authorized Signatory






 


[Signature Page to Administrative Services Agreement]





 


 


 





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