Exhibit 10.5


 


Forest Road
Acquisition Corp. II


1177 Avenue
of the Americas, 5th Floor


New York,
New York 10036


March 9, 2021


 


The Forest Road Company, LLC


1177 Avenue of the Americas, 5th
Floor


New York, New York 10036 


 


	 	Re:	Administrative
    Services Agreement


 


Ladies and Gentlemen:


 


This
letter agreement by and between Forest Road Acquisition Corp. II (the “Company”) and The Forest Road Company, LLC
(“Provider”), 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 New York Stock Exchange (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”):


 


(i)
Provider shall make available, or cause to be made available, to the Company, at 1177 Avenue of the Americas, 5th Floor,
New York, New York 10036 (or any successor location of Provider), certain office space, utilities and secretarial and administrative
services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Provider the sum of $10,000
per month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii)
Provider 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 letter 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”)
as a result of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, 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
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.


 


No
party hereto may assign either this letter 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
letter 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, without giving effect to its choice of law principles.


 


[Signature page
follows] 


 




     


     


    

 


	 	Very
    truly yours,
	 	 
	 	FOREST
    ROAD ACQUISITION CORP. II
	 	 	 
	 	By:	/s/
    Thomas Staggs
	 	 	Name:  	Thomas
    Staggs
	 	 	Title:	Co-Chief Executive
    Officer


 


AGREED TO AND ACCEPTED BY:


 


THE FOREST ROAD COMPANY, LLC


 


	By:	/s/
    Zachary Tarica 	 
	 	Name: Zachary Tarica	 
	 	Title:   Chief
    Executive Officer	 


 


[Signature
Page to Administrative Services Agreement]