0001140361-21-008930 Sample Contracts

INDEMNIFICATION AGREEMENT

Indemnification Agreement • March 17th, 2021 • TCG Growth Opportunities Corp. • Blank checks

• Contract Type
  Indemnification Agreement
• Filed
  March 17th, 2021
• Company
  TCG Growth Opportunities Corp.
• Industry
  Blank checks

This Indemnification Agreement (“Agreement”) is made and entered into as of this [ ] day of [ ], 2021, by and between TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

Underwriting Agreement

Underwriting Agreement • March 17th, 2021 • TCG Growth Opportunities Corp. • Blank checks • New York

• Contract Type
  Underwriting Agreement
• Filed
  March 17th, 2021
• Company
  TCG Growth Opportunities Corp.
• Industry
  Blank checks
• Jurisdiction
  New York

TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).

TCG Growth Opportunities Corp. 12180 Millennium Drive, Suite 500 Playa Vista, CA 90094 Re: Initial Public Offering Ladies and Gentlemen:

Underwriting Agreement • March 17th, 2021 • TCG Growth Opportunities Corp. • Blank checks

• Contract Type
  Underwriting Agreement
• Filed
  March 17th, 2021
• Company
  TCG Growth Opportunities Corp.
• Industry
  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 among TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover sales by the Underwriters of more than 25,000,000 units) (the “Units”), each comprising one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth 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 adj