Exhibit 10.5


 





ARYA SCIENCES ACQUISITION CORP V

51 Astor Place, 10th Floor

New York, New York 10003


 


July 15, 2021


 


ARYA Sciences Holdings V

c/o Perceptive Advisors

51 Astor Place, 10th Floor

New York, New York 10003


 


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 ARYA Sciences
Acquisition Corp V (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”), ARYA Sciences Holdings V (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 51 Astor Place, 10th Floor,
New York, New York 10003 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000
per month commencing 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 in connection
with and upon the consummation of the IPO and hereby irrevocably waives any Claim it presently has or 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, 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.


 


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


 




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	 	Very truly yours,
	 	 
	 	ARYA SCIENCES ACQUISITION CORP V
	 	 	 
	 	By:	/s/ Adam Stone
	 		Name: Adam Stone
	 		Title: Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	ARYA SCIENCES HOLDINGS V	 
	 	 	 
	By:	/s/ Adam Stone	 
	 	Name:	Adam Stone	 
	 	Title:	Authorized Signatory