Exhibit 10.5


 


Pearl
Holdings Acquisition Corp

767 Third Avenue, 11th Floor

New York, NY 10017


 





December 14, 2021




 


Pearl
Holdings Sponsor LLC

767 Third Avenue, 11th Floor

New York, NY 10017


 


Re:
Support Services Agreement


 


Ladies
and Gentlemen:




 


This Support Services Agreement
(this “Agreement”) by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”)
and Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Provider”), 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 Stock Market LLC
(the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination
and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-261319) filed with
the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider
shall make available to the Company, at 767 Third Avenue, 11th Floor, New York, NY 10017 (or any successor location or other existing
office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably
requested by the Company. In exchange therefor, the Company shall pay the Provider the sum of $15,000 per month on the Listing Date and
continuing monthly thereafter until the Termination Date.




 


The
Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (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 all 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.


 


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.


 


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.


 


[Signature
page follows]


 




     

     


    

 


	 	Very truly yours,
	 	 
	 	PEARL HOLDINGS ACQUISITION CORP
	 	 
	 	By:	/s/ Martin F. Lewis

	 	 	Name:	Martin F. Lewis
	 	 	Title:	Chief Financial Officer




 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	PEARL HOLDINGS SPONSOR LLC	 
	 	 
	By:	/s/ Craig E. Barnett
	 
	 	Name:	Craig E. Barnett	 
	 	Title:	Manager	 




 


[Signature Page to Support Services Agreement]