Re: Securities Subscription AgreementLetter Agreement • March 29th, 2021 • Learn CW Investment Corp • New York
Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of CWAM LC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), to purchase 7,187,500 shares of Class B ordinary shares (the “Shares”), par value $0.0001 per share (the “Class B Ordinary Shares” and, together with all other classes of Company ordinary shares, the “Ordinary Shares”), of which up to 937,500 Shares are subject to complete or partial forfeiture by you if the underwriter of the initial public offering (“IPO”) of the Company does not fully exercise its over-allotment option (the “Over-allotment Option”). The terms of this letter agreement (this “Agreement”) on which the Company is willing to sell, and the Subscriber is willing to purchase, the Shares, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
