Exhibit 10.5


 


ADMINISTRATIVE SERVICES
AND 

REIMBURSEMENT AGREEMENT


 


This
Administrative Services and Reimbursement Agreement (this “Agreement”), dated as of July 20, 2021 (the “Effective
Date”), by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and PFTA I LP, an Ontario limited partnership (the “Sponsor”).


 


WHEREAS,
the Company’s Registration Statement on Form S-1, File No. 333-257185 (the “Registration
Statement”) for the Company’s initial public offering (the “IPO”) has been declared
effective by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
in connection with the Company’s intended merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor
(together with certain of its affiliates, the “Sponsor Entities”) may provide certain services to the Company,
including in connection with the Company’s search for a Business Combination target.


 


NOW
THEREFORE, IT IS AGREED:


 


1. Administrative
Services. Commencing on the Effective Date and continuing until the Termination Date (as defined below), the Sponsor Entities
shall take steps directly or indirectly to make available to the Company certain office space and secretarial, administrative and
other services as may be required by the Company from time to time, situated at 280 Park Avenue, 3F West, New York, New York 10017
(or any successor location). In exchange therefor, the Company shall pay the Sponsor Entities a sum of $10,000 per month on the
Effective Date and continuing monthly thereafter until the Termination Date.


 


2. Expense
Reimbursement. On or prior to closing the Business Combination, the Company agrees to reimburse the Sponsor Entities for
formation and other pre-IPO expenses; provided that such reimbursement shall not exceed $900,000. Commencing on the Effective
Date and continuing until the Termination Date, the Company agrees to reimburse the Sponsor Entities on a monthly basis for (i)
compensation expenses incurred by any of the Sponsor Entities related to employees dedicated to provide services to the Company; provided
that such reimbursement shall not exceed $900,000 per calendar year, and (ii) any out-of-pocket expenses incurred by any of the
Sponsor Entities (or the Company’s allocable portion thereof) related to identifying, investigating, negotiating and
completing the Business Combination, including any travel expenses.


 


3. Indemnification.
(i) The Sponsor Entities and their respective current, former or future employees, directors, officers, partners, managers, agents,
successors and assigns (collectively, the “Sponsor Entity Indemnitees”) shall not be liable to the Company
or any of its subsidiaries or affiliates for any loss, liability, damage or expense arising from or in connection with any services
provided under this Agreement, or from any Sponsor Entity Indemnitee’s financial interest (whether through equity, debt or
otherwise) in control or alleged control of the Company, including any investment opportunities sourced by them, and any liability
arising with respect to their activities in connection with the Company’s affairs (any of the foregoing, collectively, the
“Sponsor Capacity”), except to the extent a court of competent jurisdiction has determined by entry of a
final and non-appealable judgment to have resulted by fraud or willful misconduct by a Sponsor Entity Indemnitee, and (ii) the
Company shall, at its own cost and expense, defend, indemnify and hold harmless the Sponsor Entity Indemnitees from and against any
and all claims against a Sponsor Entity Indemnitee by the Company, its subsidiaries or any other person with respect to, or in any
way related to, any Sponsor Capacity and any and all losses, liabilities, damages or expenses (including reasonable attorneys’
fees) arising or resulting therefrom, except to the extent a court of competent jurisdiction has determined by entry of a final and
non-appealable judgment to have resulted by fraud or willful misconduct by a Sponsor Entity Indemnitee.


 



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4.
Trust Account Waiver. Notwithstanding anything to the contrary set forth in this Agreement, including Section 3, Sponsor
hereby agrees that neither it nor any of its affiliates shall 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 that it or any of its affiliates 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.


 


5.
Termination. This Agreement shall terminate upon the earlier of (i) the consummation by the Company of the 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”), except that Section 3 and Section 4 shall survive any termination
of this Agreement.


 


6.
Miscellaneous.


 


(a)
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.


 


(b)
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


(c)
The parties may not assign this Agreement and any of their rights, interests, or obligations hereunder without the consent of the other
party.


 


(d)
This 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.


 


(e)
This 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 Agreement.


 






[Signature Page Follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.


 


	 	PORTAGE FINTECH ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Ajay Chowdhery
	 	Name: 	Ajay Chowdhery
	 	Title:	Chief Financial Officer and Chief Operating Officer
	 	 	 
	 	PFTA I LP
	 	 	 
	 	By:	PFTA I GP Inc., its General Partner
	 	 	 
	 	By:	/s/ Sacha Haque
	 	Name:	Sacha Haque
	 	Title:	Director



 


[Signature Page to Administrative Services and Reimbursement
Agreement]