Exhibit 10.5


 


TAILWIND TWO ACQUISITION
CORP.

150 Greenwich Street, 29th Floor

New York, New York 10006



[●], 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]


 






     


     


    

 


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






 


AGREED TO AND ACCEPTED BY:


 


	TAILWIND TWO SPONSOR LLC	 
	 	 
	By:  	 	 
	Name:    	Philip Krim	 
	Title:	Authorized Signatory