MERCURY ECOMMERCE ACQUISITION CORP.

Exhibit 10.5

Execution Version

MERCURY ECOMMERCE ACQUISITION CORP.

0000 Xxxxxxx Xxxxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000

July 27, 2021

Mercury Sponsor Group I LLC

0000 Xxxxxxx Xxxxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000

Re:       Administrative Support Agreement

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 Mercury Ecommerce 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 Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mercury Sponsor Group I 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 0000 Xxxxxxx Xxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The 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 assign this letter agreement and any of their rights, interests, or obligations hereunder at any time upon five days’ notice to 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.

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)

	Very truly yours,
	MERCURY ECOMMERCE ACQUISITION CORP.
	By:	/s/ R. Xxxxxx Xxxxx
		R. Xxxxxx Xxxxx
		President and Chief Executive Officer

Acknowledged and Agreed:
MERCURY SPONSOR GROUP I LLC
By:	/s/ R. Xxxxxx Xxxxx
	R. Xxxxxx Xxxxx
	Authorized Person

Signature Page to Administrative Support Agreement