Exhibit 10.5


 





AVISTA PUBLIC ACQUISITION CORP. II

65 East 55th Street, 18th Floor

New York, NY 10022


 


[●], 2021


 


Avista Capital Holdings, LP

65 East 55th Street, 18th Floor

New York, NY 10022


 


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 Avista Public Acquisition Corp. 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”), Avista Capital Holdings, LP (the “Provider”) 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 65 East 55th Street, 18th Floor, New York, NY 10022 (or any successor location). In exchange therefore, the Company
shall pay the Provider a sum of $10,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination
Date. The Provider 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 in
connection with and 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, 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.


 


The parties may not assign this letter agreement
and any of their rights, interests, or obligations hereunder without the consent 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 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,
	 	 
	  	Avista Public ACQUISITION Corp. II
	 	 
	  	By:	 
	 	Name:	Benjamin Silbert
	 	Title:	General Counsel





 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	AVISTA CAPITAL HOLDINGS, LP	 
	 	 
	By:	 	 
	Name:	 David Burgstahler	 
	Title:	President and Chief Executive Officer	 







 








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