INDEMNITY AGREEMENTIndemnification Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•](“Indemnitee”).
Tailwind Two Acquisition Corp. New York, NY 10007Securities Subscription Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on November 23, 2020 by and between Tailwind Two Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”) . Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 10,062,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1.312.500 of which are subject to surrender and cancellation 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 AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [l], 2021, is made and entered into by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), Tailwind Two 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Tailwind Two Acquisition Corp. New York, New York 10006 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Jefferies LLC., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration st
WARRANT AGREEMENT between TAILWIND TWO ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March [●], 2021Warrant Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March [●], 2021, is by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (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 • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [●], 2021 by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
30,000,000 Units TAILWIND TWO ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
Introductory. Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Units”). The 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Units as provided in Section 2. The additional 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connect
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [l], 2021, is entered into by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tailwind Two Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
TAILWIND TWO ACQUISITION CORP. 150 Greenwich Street, 29th Floor New York, New York 10006 [●], 2021Office Space and Administrative Services Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks
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 Tailwind Two Acquisition Corp. (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”), Tailwind Two 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 150 Greenwich Street, 29th Floor, New York, New York 10006 (or any successor location). In exchange therefore, the Company shall pay an affiliate of the Sponsor, as determined by the Sponsor, a sum of $10,000 per m
