EXHIBIT 10.4


 


TAILWIND TWO ACQUISITION CORP.

150 Greenwich Street, 29th Floor

New York, New York 10006


 


March 9, 2021


 


Tailwind Two Sponsor LLC

150 Greenwich Street, 29th Floor

New York, New York 10006


 


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 Tailwind Two Acquisition Corp. (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”), Tailwind Two Sponsor LLC (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 150 Greenwich Street, 29th Floor, New York, New York 10006 (or any successor location). In exchange
therefore, the Company shall pay an affiliate of the Sponsor, as determined by the Sponsor, a sum of $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]


 



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	 	Very truly yours,
	 	 
	 	TAILWIND TWO ACQUISITION CORP.
	 	 
	 	By:	/s/ Matthew Eby
	 	Name:	 Matthew Eby
	 	Title:	Co-Chief Executive Officer and Chief Financial Officer




 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	TAILWIND TWO SPONSOR LLC	 
	 	 
	By:	/s/ Philip Krim	
	Name: 	Philip Krim	 
	Title:	 Authorized Signatory