Leo Holdings Corp. II

Exhibit 10.5

Xxx Holdings Corp. II

000 Xxxxxxxx Xxxxxxxxx

Xxx Xxxxxxx, XX 00000

[        ], 2021

Xxx Investors II Limited Partnership

000 Xxxxxxxx Xxxxxxxxx

Xxx Xxxxxxx, XX 00000

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 Xxx Holdings Corp. II (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”), Xxx Investors II Limited Partnership 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 000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, XX 00000 (or any successor location). In exchange therefore, the Company shall pay Xxx Investors II Limited Partnership or one of its affiliates a sum of $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termination Date. Xxx Investors II Limited Partnership 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,

XXX HOLDINGS CORP. II

By:

Name:

Title:

AGREED TO AND ACCEPTED BY:
XXX INVESTORS II LIMITED PARTNERSHIP
By:		Xxx Investors II Limited Partnership, its general partner
By:
Name:
Title:

Signature Page to Administrative Services Agreement