EX-10.5





 Exhibit 10.5 

WARBURG PINCUS CAPITAL CORPORATION I—B 

450 Lexington Avenue 
 New York, New
York 10017 
 [•], 2021 
 Warburg Pincus
Capital Corporation I—B Sponsor, L.P. 
 450 Lexington Avenue 

New York, New York 10017 
 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 Warburg Pincus Capital Corporation I—B (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”), Warburg Pincus Capital Corporation I—B Sponsor, L.P. (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 450 Lexington Avenue, New York, New York 10017 (or any successor location). In exchange
therefore, the Company shall pay the Sponsor, or an affiliate thereof, 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,
	
	WARBURG PINCUS CAPITAL CORPORATION I—B
		
	By:	 	          

	Name:
	Title:


  

			
	AGREED TO AND ACCEPTED BY:
	
	WARBURG PINCUS CAPITAL CORPORATION I—B
	SPONSOR, L.P.
		
	By:	 	          

	Name:
	Title: