UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
Learn CW Investment Corporation, a Cayman Islands exempted company (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 “Representative”) are acting as representative, 25,000,000 Units (the “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 3,750,000 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.
INDEMNITY AGREEMENTIndemnity Agreement • May 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [-], 2021, by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [-], 2021, is made and entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), CWAM LC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the signature pages hereto, (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”).
Learn CW Investment CorporationUnderwriting Agreement • May 14th, 2021 • Learn CW Investment 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 among Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), Evercore Group L.L.C. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised 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 statement on Form S-1 and a prospectus (the “Prospectus”) filed by the
WARRANT AGREEMENTWarrant Agreement • May 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 14th, 2021 • Learn CW Investment 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 [-], 2021, is entered into by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and CWAM LC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [-], 2021 by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and U.S. Bank, National Association, a national banking association organized and existing under the laws of the United States of America (the “Trustee”).
Learn CW Investment CorporationUnderwriting Agreement • May 14th, 2021 • Learn CW Investment 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 among Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), Evercore Group L.L.C. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised 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 statement on Form S-1 and a prospectus (the “Prospectus”) filed by the
