Exhibit 10.5
REGALWOOD GLOBAL ENERGY LTD.
1001 Pennsylvania Avenue N.W.
Suite 220 South
Washington, D.C. 20004
December 5, 2017
CIEP Sponsor Ltd.
c/o The Carlyle Group
1001 Pennsylvania Avenue N.W.
Suite 220 South
Washington, D.C. 20004
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 Regalwood Global Energy Ltd. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), CIEP Sponsor Ltd. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 1001 Pennsylvania Avenue N.W., Suite 220 South, Washington, D.C. 20004 (or any successor location). In exchange therefore, the Company shall pay CIEP Sponsor Ltd. a sum not to exceed $20,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termination Date. CIEP Sponsor Ltd. hereby agrees that it does not have any right, title, interest or claim of any kind 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 (the “Claim”) and hereby 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.
Very truly yours,
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| REGALWOOD GLOBAL ENERGY LTD. | ||
| By: | /s/ Kevin R. Gasque | |
| Name: | Kevin R. Gasque | |
| Title: | Chief Financial Officer | |
| AGREED TO AND ACCEPTED BY: | ||
| CIEP SPONSOR LTD. | ||
| By: | /s/ Kevin R. Gasque | |
| Name: Kevin R. Gasque | ||
| Title: Director | ||