EX-10.5





 Exhibit 10.5 

ZANITE ACQUISITION CORP. 

25101 Chagrin Boulevard 
 Suite 350

 Cleveland, Ohio 44122 

November 16, 2020 
 Zanite Acquisition Corp.

 25101 Chagrin Boulevard 
 Suite 350 

Cleveland, Ohio 44122 
  

	 	Re:	 Administrative Services Agreement 



Ladies and Gentlemen: 
 This letter agreement
(this “Agreement”) by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”),
dated as of November 16, 2020, 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. the Sponsor shall make available, or cause to be made available, to the Company, at 25101 Chagrin Boulevard, Suite 350, Cleveland, Ohio
44122 (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 the Sponsor $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and 
 2. the Sponsor 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. 

[Signature Page Follows] 

  
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	Very truly yours,
	
	ZANITE ACQUISITION CORP.
		
	By:	 	 /s/ Steven H. Rosen

		 	Name: Steven H. Rosen
		 	Title: Co-Chief Executive Officer


  

			
	AGREED AND ACCEPTED BY:
	
	ZANITE SPONSOR LLC
		
	By:	 	 /s/ Steven H. Rosen

		 	Name: Steven H. Rosen
		 	Title: Manager

 [Signature Page to Administrative Services Agreement]