Exhibit 10.5

    

    

    ROSS ACQUISITION CORP II

    1 Pelican Lane

    Palm Beach, Florida 33480

    

    

    [●], 2021

    

    

    Ross Holding Company LLC

    1 Pelican Lane

    Palm Beach, Florida 33480

    

    

    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 Ross 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”), Ross Holding Company LLC (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 1 Pelican Lane, Palm Beach, Florida 33480 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination
      Date. The Sponsor 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 upon the consummation of the IPO and hereby irrevocably 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.

    

    

    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.

    

    

    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]

    

    

    
      
        


    

    	 	
            Very truly yours,

          
	 	 	 
	 	
            ROSS ACQUISITION CORP II

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name: Wilbur L. Ross, Jr.

          
	 	 	
            Title: President and Chief Executive Officer

          
	 	 	 
	 	
            AGREED TO AND ACCEPTED BY:

          
	 	 	 
	 	
            ROSS HOLDING COMPANY LLC

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name: Stephen J. Toy

          
	 	 	
            Title: Managing Member