Exhibit 10.5


 


VECTOR
ACQUISITION CORPORATION II


One
Market Street, Steuart Tower, 23rd Floor


San
Francisco, California 94105


 


[●],
2021


 


Vector
Acquisition Partners II, L.P.


One
Market Street, Steuart Tower, 23rd Floor


San
Francisco, California 94105


 


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 Vector Acquisition Corporation 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”),
Vector Acquisition Partners II, L.P. (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 One Market Street, Steuart Tower, 23rd Floor, San Francisco, California 94105 (or any successor location).
In exchange therefor, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter
until the Termination Date. 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,
	 	 
	 	VECTOR
    ACQUISITION CORPORATION II
	 	 	 
	 	By:	 
	 	 	Name: 	David
    Baylor
	 	 	Title:	Chief
    Financial Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	VECTOR ACQUISITION PARTNERS II,
    L.P.	 
	 	 
	By:	Vector Capital Partners V,
    Ltd., its General Partner	 
	 	 	 
	By:	 	 
	Name: 	David Baylor	 
	Title:	Officer	 


 

 


[Signature Page to Administrative Services Agreement]