EX-10.5





 Exhibit 10.5 

TB SA ACQUISITION CORP 
 PO
Box 1093 
 Boundary Hall, Cricket Square 

Grand Cayman, KY1-1102 

Cayman Islands 
 [•], 2021 

TCP SA, LLC 
 PO Box 309 

Ugland House 
 Grand Cayman,
KY1-1104 
 Cayman Islands 

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 TB SA Acquisition Corp, a Cayman Islands exempted company (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”), TCP SA, LLC, a Cayman Islands
limited liability company (the “Sponsor”), 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 PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $10,000
per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor 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 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 against 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. 
 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] 

  
 2 













 
			
	Very truly yours,
	
	TB SA ACQUISITION CORP
		
	By:	 	 
	Name:	 	Andrew Rolfe
	Title:	 	Chief Executive Officer and Director


  

			
	AGREED TO AND ACCEPTED BY:
	
	TCP SA, LLC
	By: TCP GP, Ltd, as Sole Member
		
	By:	 	 
	Name:	 	Glenn F. Miller
	Title:	 	Authorized Signatory


  
 [Signature Page to TB
SA Acquisition Corp—Inside Letter re: Payment of Administrative Expenses]