Exhibit 10.5


 


NETFIN
ACQUISITION CORP.


445
Park Avenue, 9th Floor


New
York, NY 10022


July
30, 2019


 


MVR
Netfin LLC


1717
McKinney Avenue, Suite 700


Dallas,
TX 75202


 


Re: Administrative
Services Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Agreement”) by and between Netfin Acquisition Corp. (the “Company”)
and MVR Netfin LLC (the “Sponsor”), 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”):


 


1.
The Sponsor shall make available, or cause to be made available, to the Company, at 445 Park Avenue, 9th Floor,
New York, NY 10022 (or any successor location), office space and secretarial and administrative services as may be reasonably
required by the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


2.
The Sponsor 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 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 shareholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust
Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of,
this Agreement, 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
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
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 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
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be
wholly performed within such state, without regards to the conflicts of laws principles thereof.


 


[Signature
Page Follows]


 




     


     


    




 





	 	Very truly yours, 
	 	 	 
	 	NETFIN ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Marat Rosenberg
	 		Name: Marat
    Rosenberg
	 	 	Title: President


 


	AGREED AND ACCEPTED BY:	 
	 	 	 
	MVR NETFIN LLC
	 	 	 
	By: 	/s/
    Marat Rosenberg	 
		Name: Marat Rosenberg	 
		Title: Manager	 




  


 


[Signature Page to Administrative Services
Agreement]