Exhibit 10.5


 


TCW Special Purpose Acquisition Corp.


865 S. Figueroa St., Suite 1800

Los Angeles, CA 90017


 


 


March 1, 2021


TCW Special Purpose Sponsor LLC


865 S. Figueroa St., Suite 1800

Los Angeles, CA 90017


 


Re: Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by and between TCW Special Purpose Acquisition
Corp., a Delaware corporation (the “Company”), and TCW Special Purpose Sponsor LLC, a Delaware limited
liability company (the “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”)
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 Statements on Form S-1, as amended (File Nos. 333-252775 and 333-253766),
filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):


 


		1.	The Sponsor shall make available to the Company, at 865 S. Figueroa St., Suite 1800, Los Angeles, CA 90017 (or any successor
location or other existing office locations of the Sponsor or any of its affiliates), certain office space, secretarial and administrative
services, including compliance services, as may be reasonably requested by the Company. In exchange therefor (except for such office
space and utilities which shall be provided at no cost), the Company shall pay, on the first day of each month, to the Sponsor
the sum of $10,000 per month commencing 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 or nature
whatsoever (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 presently has or may have in the future as a result of, or arising out of, this letter
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 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 all 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, provided that the Sponsor
may assign this letter agreement to an affiliate without the prior written approval of the Company. 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, 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
and construed in accordance with the laws of the State of New York.


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 letter
agreement.


 


[Signature page follows]


 




     


     


    

 


		Very truly yours,
		 	 
	 	TCW SPECIAL PURPOSE ACQUISITION CORP.
	 	 	 
		By:	/s/ Joseph R. Shaposhnik
	 	 	Name:	 Joseph R. Shaposhnik
	 	 	Title:	Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	TCW SPECIAL PURPOSE Sponsor LLC	 
	 	 	 
	By:	/s/ Joseph R. Shaposhnik	 
	 	Name:	Joseph R. Shaposhnik	 
	 	Title:	Chief Executive Officer	



 


[Signature Page to Administrative Services
Agreement]