EX-10.5





 Exhibit 10.5 

CONSTITUTION ACQUISITION CORP. 

500 Totten Pond Road, Suite 630 

Waltham, Massachusetts 02451 

[•], 2021 
 Constitution Acquisition Sponsor
LLC 
 500 Totten Pond Road, Suite 630 
 Waltham, Massachusetts
02451 
 Ladies and Gentlemen: 
 This letter
will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statements (the “Registration Statements”) for the initial public offering (the
“IPO”) of the securities of Constitution Acquisition Corp. (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 Statements) (such earlier date hereinafter referred to as the “Termination Date”), Constitution Acquisition Sponsor LLC (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 500 Totten
Pond Road, Suite 630, Waltham, Massachusetts 02451 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date upon
which, at the Sponsor’s option, Company shall pay Sponsor an amount equal to $180,000 (or up to an aggregate maximum total of $240,000, if we extend the time to complete a business combination as described in this prospectus) less any amounts
previously paid. 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. 
 Further, To the fullest extent permitted by applicable law, the
Company hereby agrees to indemnify, hold harmless and exonerate Sponsor and any of its affiliates (each, a “Sponsor Indemnitee”) from any and all costs, fees, expenses, judgments, liabilities, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and
reasonably incurred by a Sponsor Indemnitee or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed proceeding instituted by the Company or any third party in respect of any investment opportunities sourced by a Sponsor Indemnitee for the Company or any liability arising with
respect to a Sponsor Indemnitee’s activities in connection with the affairs of the Company (in each case that are provided without a separate written agreement between the Company and such Sponsor Indemnitee); provided, that in no event
shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Sponsor Indemnitee may incur by reason
of such person’s own actual fraud or intentional misconduct; provided further, for the avoidance of doubt, that under no circumstance shall a Sponsor Indemnitee have a Claim to any monies or assets held in the Trust
Account, and the Company shall not be permitted to procure monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification provided hereunder. 












 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 Page Follows] 

  
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	 Very truly yours,

	
	 CONSTITUTION ACQUISITION CORP.

		
	By:	 	                            

		 	 Name: [•]

		 	 Title: Chief Executive Officer



 [Signature Page to Administrative Services Agreement] 













			
	 AGREED TO AND ACCEPTED BY:

	
	CONSTITUTION ACQUISITION SPONSOR LLC
		
	By:	 	                        
		 	 Name: [•]

		 	 Title: [•]


 [Signature Page to Administrative Services Agreement]