Exhibit 10.5 


 


Iconic Sports Acquisition Corp. 


190 Elgin Avenue 


George Town, Grand Cayman 


KY1-9008, Cayman Islands


 


October [●], 2021


 


Iconic Sports Management LLC 


190 Elgin Avenue 


George Town, Grand Cayman 


KY1-9008, Cayman Islands


 


Ladies and Gentlemen:


 


This letter will confirm our
agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration
Statement”) for the initial public offering (the “IPO”) of the securities of Iconic Sports Acquisition
Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial
business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier
date hereinafter referred to as the “Termination Date”), Iconic Sports Management LLC (the “Sponsor”)
shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services
as may be required by the Company from time to time, situated at 16 Hanover Square, London, W1S 1HT, United Kingdom (or any successor
location). In exchange therefore, the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum of $50,000
per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not
have any right, title, interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in
a trust account (the “Trust Account”) that may be established upon the consummation of the IPO and hereby irrevocably
waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company
and will not seek recourse against 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.


 


The parties may not assign
this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party.


 


This letter agreement 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 laws principles that will apply the laws of another jurisdiction.


 


This letter agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be
produced to evidence the existence of this letter agreement.


 


[Signature Page Follows]


 






    	 		 



     


    

 


	 	Very truly yours,
	 	 
	 	ICONIC SPORTS ACQUISITION CORP.
	 	 
	 	By:	                         
	 	Name:
	 	Title:




 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	ICONIC SPORTS MANAGEMENT LLC	 
	 	 
	By: 	                             	 
	Name: 	 
	Title:	 




 


[Signature Pages to Administrative Services
Agreement]