Exhibit 10.5


 


Relativity Acquisition Corp.


c/o 3753 Howard Hughes Pkwy 


Suite 200


Las Vegas, NV 89169


 


February 10, 2022


 


77th Division LLC


4640 Admiralty Way


Suite 500


Marina Del Rey, California 90292


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Relativity Acquisition
Corp. (the “Company”) and 77th Division LLC (the “Sponsor Affiliate”), 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”):


 


(i) The Sponsor Affiliate shall make available, or
cause to be made available, to the Company, at 4640 Admiralty Way, Suite 500, Marina Del Rey, California 90292 (or any successor location
of the Sponsor Affiliate), certain office space, utilities and secretarial and administrative support as may be reasonably required by
the Company. In exchange therefor, the Company shall pay the Sponsor Affiliate the sum of $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii) The Sponsor Affiliate 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 letter 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”) as a result of, or arising out of, this letter agreement, and hereby
irrevocably waives any Claim it may have in the future, 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 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.


 


No party hereto may assign either this letter 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 letter 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, without giving effect to its choice of
law principles.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	RELATIVITY ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Tarek Tabsh 
	 	 	Name: 	Tarek Tabsh
	 	 	Title:	Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


77TH DIVISION LLC


 


	By:	/s/ Hirad Dadgostar 	 
	 	Name:  	Hirad Dadgostar	 
	 	Title:	Managing Member	 


 


[Signature Page to Administrative Support Agreement]