EXHIBIT 10.5


 


March 4, 2021


 


Tailwind Two Acquisition Corp.

 150 Greenwich Street,
29th Floor

 New York, New York 10006


 


Re: Initial Public Offering


 


Ladies
and Gentlemen:


 


This letter
(this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
 “Underwriting Agreement”) entered into by and between Tailwind Two Acquisition Corp., a Cayman Islands
exempted company (the “Company”) and Jefferies LLC., as representative (the “Representative”)
of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may
be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each
comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the
holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in
the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized
terms used herein are defined in paragraph 1 hereof.


 


In order
to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tailwind Two Sponsor LLC
(the “Sponsor”) and each of the undersigned (each, an “Insider” and, collectively,
the “Insiders”) hereby agree with the Company as follows:


 


1.             Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities;
(ii) “Founder Shares” shall mean the 8,625,000 Class B ordinary shares of the Company,
par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iii) “Private
Placement Warrants” shall mean the warrants to purchase Ordinary Shares of the Company that will be acquired by
the Sponsor for an aggregate purchase price of $11,700,000, or $1.50 per Warrant, in a private placement that shall close
simultaneously with the consummation of the Public Offering (including Ordinary Shares issuable upon conversion thereof);
(iv) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units
issued in the Public Offering; (vi) “Public Shares” shall mean the Ordinary Shares included in
the Units issued in the Public Offering; (vii) “Trust Account” shall mean the trust account
into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be
deposited; (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to
dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to
or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in
cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or
(b); and (ix) “Charter” shall mean the Company’s Amended and Restated Memorandum and
Articles of Association, as the same may be amended from time to time.


 






     


     


    

 


		2.	Representations and Warranties.



 


(a)           The
Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has
the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-
competition or non- solicitation agreement with any employer or former employer), to enter into this Letter Agreement, as applicable,
and to serve as an officer of the Company and/or a director on the Company’s Board of Director (the “Board”),
as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer
and/or director of the Company, as applicable.


 


(b)           Each
Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does
not omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished
to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds
of another person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in
any such criminal proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied, suspended or revoked.


 


3.           Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed
Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself
or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection
with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares
held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended
by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable,
in connection with such shareholder approval.


 






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		4.	Failure to Consummate a Business Combination; Trust Account Waiver.



 


(a)           The
Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails
to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider
shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously release to the Company to pay income taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the
case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of
creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to
propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to
provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business
Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within
the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of
holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public
Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.


 


(b)           The
Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation
of the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby
further waive, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights
it, she or he may have in connection with the consummation of a Business Combination, including, without limitation, any such
rights available in the context of a shareholder vote to approve such Business Combination or a shareholder vote to approve an
amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders
of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100%
of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the
Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and
the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate
a Business Combination within the required time period set forth in the Charter).


 






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		5.	Lock-up; Transfer Restrictions.



 


(a)           The
Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”)
until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following
the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing,
if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any
20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination,
the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b)           The
Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying
such warrants until 30 days after the completion of an initial Business Combination.


 


(c)           Notwithstanding
the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers
or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of
the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of
an individual, by gift to a member of one of the individual’s immediate family, any estate planning vehicle or to a
trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a
charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case
of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private
Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) pro rata distributions from the
Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of
the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (h) to the Company for no
value for cancellation in connection with the consummation of an initial Business Combination, (i) in the event of the
Company’s liquidation prior to the completion of a Business Combination; or (j) in the event of completion of a
liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public
Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the
completion of an initial Business Combination; provided, however, that in the case of clauses (a) through
(g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer
restrictions.


 


(d)           During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares, Warrants
or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable,
subject to certain exceptions enumerated in Section 6(h) of the Underwriting Agreement.


 






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6.           Remedies.
The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would
be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under
paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy
for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy
that such party may have in law or in equity, in the event of such breach.


 


7.           Payments
by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director
or officer of the Company nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement,
consulting fee, monies in respect of any payment of a loan or other compensation prior to, or in connection with any services
rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of
transaction that it is).


 


8.           Director
and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and
officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


9.           Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the
liquidation of the Company.


 


10.         Indemnification.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and
hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services
rendered or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target
business with which the Company has discussed entering into a transaction agreement (a “Target”); provided,
however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to
ensure that such claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount
of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due
to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s tax
obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the
monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the
Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the
Company in writing that it shall undertake such defense.


 






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11.         Forfeiture
of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units within 45
days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender
to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of
Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time
plus the number of Ordinary Shares to be sold pursuant to the Public Offering. The Sponsor and Insiders further agree that to
the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or a
share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering
in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder
Shares outstanding at such time plus the number of Ordinary Shares to be sold pursuant to the Public Offering.


 


12.         Entire
Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the
subject matter hereof 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 changed, amended, modified or waived (other than to correct a typographical error) as to any particular
provision, except by a written instrument executed by all parties hereto.


 


13.         Assignment.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. 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 binding
on the Sponsor, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and
permitted transferees.


 


14.         Counterparts.
This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


15.         Effect
of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not
affect the interpretation thereof.


 


16.         Severability.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


17.         Governing
Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating
in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and
irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection
to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 






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18.         Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	TAILWIND TWO SPONSOR LLC


 


	 	By:	/s/ Philip
    Krim





	 	Name: Philip Krim
	 	Title: Authorized Signatory



 


	Acknowledged and Agreed:	 
	 	 
	TAILWIND TWO ACQUISITION CORP.	 


 


	By:	/s/ Matthew
    Eby	 





	Name: Matthew Eby	 
	Title: Co-Chief
    Executive Officer & Chief Financial Officer and Director	 
	 	 
	/s/ Matthew Eby	 
	Name: Matthew Eby	 
	Title: Co-Chief Executive Officer, Chief Financial Officer and Director	 
	 	 
	/s/ Philip Krim	 
	Name: Philip Krim	 
	Title: Chairman of the Board of Directors	 
	 	 
	/s/ Chris Hollod	 
	Name: Chris Hollod	 
	Title: Co-Chief Executive Officer and Director	 
	 	 
	/s/
    Wisdom Lu	 
	Name: Wisdom Lu	 
	Title: Director	 
	 	 
	/s/
    Boris Revsin	 
	Name: Boris Revsin	 
	Title: Director	 



 


	[Signature
    Page to Letter Agreement]



 






    


     


    

 


	/s/
    Tommy Stadlen	 






	Name: Tommy Stadlen	 
	Title: Director	 
	 	 
	/s/ Michael Kim	 
	Name: Michael Kim	 
	Title: Director	 


 


	[Signature
    Page to Letter Agreement]