Exhibit
10.5


 


TRINE
II ACQUISITION CORP.

405 Lexington Avenue, 48th Floor

New York, NY 10174


 


November
2, 2021


 


Acanthis
Master, LLC

405 Lexington Avenue, 48th Floor

New York, NY 10174


 


		Re:	Administrative
Services Agreement



 


Ladies
and Gentlemen:


 


This
letter agreement by and between Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Acanthis Management, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the
date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with
the Company’s initial public offering (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 Company’s
Registration Statement on Form S-1 (File No. 333-253232) filed with the Securities and Exchange Commission) (such earlier date hereinafter
referred to as the “Termination Date”):


 


		1.	The
                                            Services Provider (and/or any of its affiliates designated by the Services Provider) shall
                                            make available, or cause to be made available, to the Company, certain office space, employee
                                            benefits and secretarial and administrative services as may be reasonably requested by the
                                            Company. The Services Provider shall also pay the salaries of the Chief Executive Officer
                                            and the Chief Financial Officer of the Company, which is approximately $41,667 per month
                                            payable to the Chief Executive Officer and approximately $33,333 per month payable to the
                                            Chief Financial Officer. In exchange therefor, the Company shall pay to the Services Provider
                                            the sum of $100,000 per month, commencing on the Listing Date and continuing monthly thereafter
                                            until the Termination Date; and



 


		2.	the
                                            Services Provider hereby irrevocably waives any and all right, title, interest, causes of
                                            action and claims of any kind or nature as a result of, or arising out of, this letter agreement
                                            (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 presently has or may have in the future as a result
                                            of, or arising out of, this letter 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
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 all
parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
approval of the other party; provided that the Services Provider may assign this letter agreement or any of its rights, interests or
obligations hereunder to an affiliate without the prior written approval of the Company. 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.


 


This
letter agreement constitutes the entire relationship of the parties hereto with respect to the subject matter described herein and any
litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by and construed in accordance
with, and interpreted pursuant to, the laws of the State of New York, without giving effect to its choice of law 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 letter agreement.


 


 


[Signature
page follows]


 






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	 	Very truly
    yours,
	 	 
	 	TRINE II
    ACQUISITION CORP.
	 	 
	 	By:	/s/ Pierre M. Henry
	 	 	Name:	Pierre M. Henry
	 	 	Title:	Chief Executive Officer


 


AGREED
TO AND ACCEPTED BY:


 


ACANTHIS
MANAGEMENT, LLC


 


	By:	/s/ Pierre M. Henry	 
	 	Name:	Pierre M. Henry	 
	 	Title:	Managing Member	 



 


 


[Signature Page to Administrative Services Agreement]


 






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