Exhibit 10.5


 


JAWS SPITFIRE
ACQUISITION CORPORATION


1601 Washington Avenue, Suite 800,


Miami Beach, FL 33139


 


December
2, 2020


 


Spitfire Sponsor LLC


1601 Washington Avenue, Suite 800


Miami Beach, FL 33139


 


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 Jaws Spitfire
Acquisition Corporation (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”), Spitfire
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
1601 Washington Avenue, Suite 800, Miami Beach, FL 33139 (or any successor location). In exchange therefore, the Company shall
pay Spitfire Sponsor LLC a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination
Date. Spitfire Sponsor LLC 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.


 


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	 	Very truly yours,
	 	 
	 	JAWS SPITFIRE ACQUISITION CORPORATION
	 	 
	 	By:	/s/ Matthew Walters
	 	Name:	Matthew Walters
	 	Title:	Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	SPITFIRE SPONSOR LLC	 
	 	 
	 	 
	By: 	/s/ Matthew Walters	 
	Name:	 Matthew Walters	 
	Title: 	Authorized Signatory	 



 



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