EX-10.5





 Exhibit 10.5 

VPC IMPACT ACQUISITION HOLDINGS II 

c/o Victory Park Capital Advisors, LLC 

150 North Riverside Plaza, Suite 5200 

Chicago, Illinois 60606 

March 4, 2021 
 VPC Impact Acquisition
Holdings Sponsor II, LLC 
 c/o Victory Park Capital Advisors, LLC 

150 North Riverside Plaza, Suite 5200 
 Chicago, Illinois 60606

  

	 	Re:	 Administrative Services Agreement 



Ladies and Gentlemen: 
 This letter agreement
(this “Agreement”) by and between VPC Impact Acquisition Holdings II (the “Company”) and VPC Impact Acquisition Holdings Sponsor II, LLC (the “Sponsor”), 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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an
initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”): 

1. The Sponsor shall make available, or cause to be made available, to the Company, at c/o Victory Park Capital Advisors, LLC, 150 North
Riverside Plaza, Suite 5200, Chicago, Illinois 60606 (or any successor location), office space, utilities and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay the
Sponsor $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and 
 2. The Sponsor hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this 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 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 the 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. 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly
performed within such state, without regards to the conflicts of laws principles thereof. 
 [Signature Page Follows]












 
			
	Very truly yours,
	
	VPC IMPACT ACQUISITION HOLDINGS II
		
	By:	 	 /s/ Gordon Watson

		 	Name: Gordon Watson
		 	Title:   Co-Chief Executive Officer


  

			
	AGREED AND ACCEPTED BY:
	
	VPC IMPACT ACQUISITION HOLDINGS SPONSOR II, LLC, a Delaware limited liability company
		
	By:	 	Victory Park Management, LLC
	Title:	 	Manager
		
	By:	 	 /s/ Scott Zemnick

		 	Name: Scott R. Zemnick
		 	Title:   Authorized Signatory

 [Signature Page to Administrative Services Agreement]