REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made and entered into by and among TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, including 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”).
45,000,000 Units TCW Special Purpose Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 45,000,000 units of the Company (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 2021 by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of March 1, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Leo Chan (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 1, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”) and TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
TCW Special Purpose Acquisition Corp.Underwriting Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 51,750,000 of the Company’s units (including up to 6,750,000 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 (“Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustme
INDEMNITY AGREEMENTIndemnification Agreement • October 24th, 2022 • TCW Special Purpose Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of October 19, 2022, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Nanxi Liu (“Indemnitee”).
WARRANT AGREEMENT TCW SPECIAL PURPOSE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 1, 2021Warrant Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 1, 2021, is by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 1st, 2022 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement (the “IMTA”), dated as of March 1, 2021, by and among TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation. Capitalized terms used in this Amendment to the Investment Management Trust Agreement (the “Amendment”) not defined herein shall have the meanings assigned to them in the IMTA.
TCW NEW AMERICA PREMIER ACQUISITION CORP. Los Angeles, CA 90017Securities Subscription Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
TCW New America Premier Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer TCW New America Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock
TCW Special Purpose Acquisition Corp.Director Appointment Agreement • October 24th, 2022 • TCW Special Purpose Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in connection with my appointment to the board of directors of TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”). Reference is made to the Company’s initial public offering (the “Public Offering”) of 46,393,299 of the Company’s units (including 1,393,299 units that were purchased to cover over-allotments) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to registration statements on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commissio
AMENDMENT TO LETTER AGREEMENT September 1, 2022Letter Agreement • September 1st, 2022 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
Reference is made to the Letter Agreement (the “Letter Agreement”), dated as of March 15, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned (the “Insider”). Capitalized terms used in this Amendment to the Letter Agreement (the “Amendment”) not defined herein shall have the meanings assigned to them in the Letter Agreement.
AMENDMENT TO LETTER AGREEMENT September 1, 2022Letter Agreement • September 1st, 2022 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
Reference is made to the Letter Agreement (the “Letter Agreement”), dated as of March 1, 2021, by and among TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), TCW Special Purpose Sponsor LLC (the “Sponsor”) and the undersigned directors and executives of the Company (the “Insiders”). Capitalized terms used in this Amendment to the Letter Agreement (the “Amendment”) not defined herein shall have the meanings assigned to them in the Letter Agreement.
TCW Special Purpose Acquisition Corp.Administrative Services Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
This letter agreement by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1, as amended (File No. 333-252775), filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO PROMISSOY NOTEPromissory Note • October 7th, 2022 • TCW Special Purpose Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”) to the Promissory Note (the “Promissory Note”), dated as of June 17, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Maker”), and TCW Asset Management Company LLC, a Delaware limited liability company (the “Payee”), is entered into as of October 4, 2022, by and between the Maker and the Payee (each a “Party”, and together, the “Parties”).
TCW Special Purpose Acquisition Corp.Administrative Services Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
This letter agreement by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statements on Form S-1, as amended (File Nos. 333-252775 and 333-253766), filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
