Administrative Services Agreement





 Exhibit 10.5 

HUDSON EXECUTIVE INVESTMENT CORP. 

570 Lexington Avenue, 35th Floor 

New York, NY 10022 
 June 8,
2020 
 Hudson Executive Capital LP 
 570 Lexington Avenue, 35th Floor 
 New York, NY 10022

HEC Sponsor LLC 
 570 Lexington Avenue, 35th Floor 
 New York, NY 10022 

Re: Administrative Services Agreement 

Ladies and Gentlemen: 
 This letter agreement
(this “Agreement”) by and among Hudson Executive Investment Corp. (the “Company”), HEC Sponsor LLC (the “Sponsor”) and Hudson Executive Capital LP, an affiliate of the Sponsor
(“HEC”), 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. HEC shall make available, or cause to be made available, to the Company, at 570 Lexington Avenue, 35th Floor, New York, NY 10022 (or any successor location), office space and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall
pay HEC $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and 
 2. The Sponsor and HEC
each 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 stockholders 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 constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in
contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York. 












 
					
	Very truly yours,
	
	 HUDSON EXECUTIVE INVESTMENT CORP.

		
	By:	 	 /s/ Jonathan Dobres

		 	Name:	 	Jonathan Dobres
		 	Title:	 	Chief Financial Officer


  

					
	 AGREED AND ACCEPTED BY:

	
	 HUDSON EXECUTIVE CAPITAL LP

		
	By:	 	 /s/ Douglas G. Bergeron

		 	Name:	 	Douglas G. Bergeron
		 	Title:	 	Managing Partner
	
	 HEC SPONSOR LLC

		
	By:	 	 /s/ Douglas G. Bergeron

		 	Name:	 	Douglas G. Bergeron
		 	Title:	 	Manager


  
 [Signature Page to
Administrative Services Agreement]