Exhibit 10.5

      

       

      

      EXECUTION VERSION

      

      

      ARYA SCIENCES ACQUISITION CORP II

      51 Astor Place, 10th Floor

      New York, New York 10003

       

      June 9, 2020

       

      ARYA Sciences Holdings II

      c/o Perceptive Advisors

      51 Astor Place, 10th Floor

      New York, New York 10003

       

      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 ARYA Sciences Acquisition Corp II (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”), ARYA Sciences Holdings II (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 51 Astor Place, 10th Floor, New York, New York
        10003 (or any successor location). In exchange therefore, the Company shall pay ARYA Sciences Holdings II a sum of $10,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination Date. ARYA Sciences
        Holdings II 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 in connection with and upon the consummation of the IPO and hereby irrevocably waives any Claim it presently has or 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, 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 the parties hereto.

       

      The parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent 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 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 that will apply the laws
        of another jurisdiction.

       

      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]

       

      
        2

        
          


      

      	 	
              Very truly yours,

            
	 	 
	 	
              ARYA SCIENCES ACQUISITION CORP II

            
	 	 
	 	
              By:

            	
              /s/ Adam Stone

            
	 	
              Name:

            	
              Adam Stone

            
	 	
              Title:

            	
              Chief Executive Officer

            


      

      

      	
              AGREED TO AND ACCEPTED BY:

            	 
	 	 
	
              ARYA SCIENCES HOLDINGS II

            	 
	 	 
	
              By:

            	
              /s/ Adam Stone

            	 
	
              Name:

            	
              Adam Stone

            	 
	
              Title:

            	
              Authorized Signatory