Exhibit 10.5


 


October 19, 2020


 


HORIZON ACQUISITION CORPORATION II


600 Steamboat Road, Suite 200


Greenwich, CT 06830


 


Horizon II Sponsor, LLC


600 Steamboat Road, Suite 200


Greenwich, CT 06830


 


Re:         Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between
Horizon Acquisition Corporation II (the “Company”) and Horizon II Sponsor, LLC (“Sponsor”), 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
by the Company with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the
earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case
as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


		i.	Sponsor shall make available, or cause to be made available, to the Company, at



600  Steamboat Road, Suite 200
Greenwich, CT 06830 (or any successor location of Sponsor), certain office space, utilities and secretarial and administrative
support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per
month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


ii.           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 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”), 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 laws principles.


 


This letter agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.


 


[Signature Page Follows]


 









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	 	Very truly yours,
	 	 
	 	HORIZON ACQUISITION CORPORATION II




 


	 	By:	/s/ Todd Boehly
	 	Name:	 Todd Boehly
	 	Title:	Chief Executive Officer and Chief Financial Officer




 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	HORIZON II SPONSOR, LLC	 




 


	By:	/s/ Todd Boehly	 
	Name:	Todd Boehly	 
	Title:	Chief Executive Officer