Exhibit 10.5


 


Athena Technology Acquisition Corp. II


442 5th Avenue


New York, NY 10018


 


December 9, 2021


 


Athena Technology Sponsor II, LLC


442 5th Avenue


New York, NY 10018


 


	 	Re:	Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Athena Technology Acquisition Corp. II (the “Company”) and Athena Technology Sponsor II, 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 442 5th Avenue, New York, NY 10018 (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,
	 	 
	 	ATHENA TECHNOLOGY ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ Kirthiga Reddy
	 	 	Name: 	 Kirthiga Reddy
	 	 	Title:	 President


 


	 	AGREED TO AND ACCEPTED BY:
	 	ATHENA TECHNOLOGY SPONSOR II, LLC
	 	 	 	 
	 	By:
    	/s/ Isabelle Freidheim
	 	 	Name: 	Isabelle Freidheim
	 	 	Title:	Managing Member



 


[Signature Page to Administrative Services Agreement]