REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2021 • Twist Investment Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Twist Investment Corporation, a Delaware corporation (the “Company”), Twist Capital Investment Sponsor 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”).
17,500,000 Units1 Twist Investment Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • Twist Investment Corp • Blank checks • New York
Twist Investment Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) is acting as representative, 17,500,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,625,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plur
INDEMNITY AGREEMENTIndemnity Agreement • February 18th, 2021 • Twist Investment Corp • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TWIST INVESTMENT CORPORATION, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 18th, 2021 • Twist Investment Corp • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Twist Investment Corporation, a Delaware corporation (the “Company”), and Twist Capital Investment Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between TWIST INVESTMENT CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • February 18th, 2021 • Twist Investment Corp • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Twist Investment Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • Twist Investment Corp • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Twist Investment Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company (the “Trustee”).
TWIST INVESTMENT CORPORATION Beverly Hills, CA 90210Securities Subscription Agreement • February 18th, 2021 • Twist Investment Corp • New York
This agreement (the “Agreement”) is entered into on February 4, 2021 by and between Twist Capital Investment Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Twist Investment Corporation, 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 5,031,250 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 656,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), 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:
Twist Investment Corporation Suite 301 Beverly Hills, CA 90210 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 9th, 2021 • Twist Investment Corp • Blank checks
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 between Twist Investment Corporation, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,125,000 of the Company’s units (including up to 2,625,000 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 shall be sold in the Public Offering pursuant to a registration statement on
Twist Investment CorporationAdministrative Services Agreement • February 18th, 2021 • Twist Investment Corp • New York
This letter agreement by and between Twist Investment Corporation (the “Company”) and Twist Capital LLC (“Twist Capital”), an affiliate of our Chief Executive Officer, Sean V. Madnani, 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”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
