Exhibit 10.5


 





AXIOS Sustainable Growth Acquisition Corporation 


Hidden Pines Farm, 14090, Hopewell Road 


Alpharetta, Georgia 30004


 


February 15, 2022


 


AXIOS Sponsor LP


Hidden Pines Farm, 14090, Hopewell Road 


Alpharetta, Georgia 30004


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This Administrative Services Agreement (this “Agreement”)
by and between AXIOS Sustainable Growth Acquisition Corporation (the “Company”) and AXIOS Sponsor LP (the “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 (“NYSE”) (the “Listing Date”) 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
on Form S-1 (File No. 333-262352) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred
to as the “Termination Date”), the Provider shall make available to the Company, at Hidden Pines Farm, 14090, Hopewell Road,
Alpharetta, Georgia 30004 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain
office space, administrative and support services as may be reasonably requested by the Company. In exchange therefor, the Company shall
pay the Provider the sum of $15,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date up to a
maximum of $180,000 in the aggregate.


 


The Provider hereby irrevocably waives any and
all right, title, interest, causes of action and claims of any kind (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 shareholders 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 all 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.


 


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.


 


This 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.


 


[Signature page follows]


 






    


     


    

 


	 	Very truly yours,
	 	 	 
	 	AXIOS SUSTAINABLE GROWTH ACQUISITION
    CORPORATION
	 	 
	 	 	 
	 	By: 	/s/ Benedikt Förtig
	 	 	Name:	Benedikt Förtig
	 	 	Title:	Chief Executive Officer



 


	AGREED
    TO AND ACCEPTED BY:	 
	 	 
	AXIOS
    SPONSOR LP	 
	 	By:
    AXIOS EQT, LLC	 
	 	Its:
    General Partner	 



 


	By: 	/s/ Benedikt Förtig	 
	 	Name:	Benedikt Förtig	 
	 	Title:	Manager	 



 


[Signature Page to Administrative Services
Agreement]