52,500,000 Units TWC Tech Holdings II Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
TWC TECH HOLDINGS II CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of , 2020Warrant Agreement • August 21st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020 is by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York corporation, as warrant agent (the “Warrant Agent”).
TWC Tech Holdings II Corp. Four Embarcadero Center Suite 2100 San Francisco, CA 94111Securities Subscription Agreement • August 4th, 2020 • TWC Tech Holdings II Corp. • New York
This agreement (the “Agreement”) is entered into on July 20, 2020 by and between TWC Tech Holdings II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and TWC Tech Holdings II Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 15,093,750 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,968,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2020, is made and entered into by and among TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), TWC Tech Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
TWC Tech Holdings II Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 (415) 780-9975 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 15th, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among TWC Tech Holdings II Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 60,375,000 of the Company’s units (including up to 7,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock 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 prospectus (the “P
TWC TECH HOLDINGS II CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of September 10, 2020Warrant Agreement • September 15th, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 10, 2020 is by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification & Liability • August 21st, 2020 • TWC Tech Holdings II Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020 by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 21st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of ___, 2020, by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and the purchaser named on the signature page hereto (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • August 21st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (this “Agreement”), is entered into by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and TWC Tech Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • September 15th, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 10, 2020 (this “Agreement”), is entered into by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and TWC Tech Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
TWC TECH HOLDINGS II CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of , 2020Warrant Agreement • September 1st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020 is by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 15th, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 10, 2020 by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
WHEREAS, the Company, Cupcake Merger Sub, Inc. (“Merger Sub”), and TWCT have entered into that certain Business Combination Agreement and Plan of Merger, dated as of April 8, 2021 (as amended or supplemented from time to time, the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into TWCT (the “Merger”), with TWCT surviving the Merger as a wholly-owned subsidiary of the Company;
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • New York
The Purchaser is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time of the sale of securities to the Purchaser (Please check the applicable subparagraphs):
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
This Shareholder Support Agreement (this “Agreement”) is dated as of April 8, 2021, by and among TWC Tech Holdings II Corp., a Delaware corporation (“TWCT”), the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), and Cellebrite DI Ltd., a company organized under the Laws of the State of Israel (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 8, 2021, by and among TWC Tech Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), the other Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Sponsor Party” and, together, the “Sponsor Parties”), TWC Tech Holdings II Corp., a Delaware corporation (“SPAC”), and Cellebrite DI Ltd., a company organized under the laws of the State of Israel (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among TWC TECH HOLDINGS II CORP., CELLEBRITE DI LTD., and CUPCAKE MERGER SUB, INC. dated as of April 8, 2021Business Combination Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
This Business Combination Agreement and Plan of Merger, dated as of April 8, 2021 (as amended, restated, modified or supplemented in accordance with its terms, this “Agreement”), is made and entered into by and among TWC Tech Holdings II Corp., a Delaware corporation (“SPAC”), Cellebrite DI Ltd., a company organized under the laws of the State of Israel (the “Company”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of the Company (“Merger Sub”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 21st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020 by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REDEMPTION AND VOTING AGREEMENTRedemption and Voting Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
This REDEMPTION AND VOTING AGREEMENT (this “Redemption and Voting Agreement”) entered into on this 8th day of April, 2021, by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Issuer”) and the undersigned (“Holder” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
