Exhibit 10.5


 


PORTAGE
FINTECH ACQUISITION CORPORATION

280 Park Avenue, 3F West

New York, New York 10017


 


April
__, 2021


 


PFTA
I LP

280 Park Avenue, 3F West

New York, New York 10017





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 Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (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”), PFTA I LP, an Ontario limited partnership (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 280 Park Avenue, 3F West, New York, New York 10017 (or any successor location).
In exchange therefor, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly
thereafter until the Termination Date. 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
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	 	Very truly yours,
	 	 	 
	 	PORTAGE FINTECH ACQUISITION CORPORATION
	 	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	PFTA
    I LP	 
	 	 
	By:	PFTA
    I GP Inc., its General Partner	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


 


[Signature
Page to Administrative Services Agreement]