25,000,000 Units TB SA Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2021 • TB SA Acquisition Corp • Blank checks • New York
TB SA Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 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”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, an
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2021 • TB SA Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TB SA Acquisition Corp PO Box 309, Ugland House Grand Cayman KY1-1102 Cayman IslandsSecurities Subscription Agreement • March 10th, 2021 • TB SA Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 1, 2021 by and between TCP SA, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and TB SA 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 7,187,500 Class B ordinary shares (such number to include the 1 Class B ordinary share held by the Subscriber as on the date of this Agreement, the “Subscriber Share”), $0.0001 par value per share (the “Shares”), up to 937,500 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 10th, 2021 • TB SA 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 [•], 2021, is entered into by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), and TCP SA, LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 10th, 2021 • TB SA Acquisition 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 TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), TCP SA, LLC, a Cayman Islands 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”).
TB SA Acquisition Corp PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman IslandsUnderwriting Agreement • March 10th, 2021 • TB SA 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 TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 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 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 statement on Form S-l and a prospectus (the “Prospectus”) filed b
WARRANT AGREEMENT TB SA ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • March 10th, 2021 • TB SA Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between TB SA 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”).
INDEMNITY AGREEMENTIndemnification & Liability • March 10th, 2021 • TB SA Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 TowerBrook Financial, L.P. Park Avenue Tower 65 East 55th Street New York, New York 10022Capital Markets Advisory Agreement • March 10th, 2021 • TB SA Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), has requested Deutsche Bank Securities Inc. (“Deutsche Bank”) and TowerBrook Financial, L.P. (“TowerBrook” and, together with Deutsche Bank, the “Capital Markets Advisors,” and each, a “Capital Markets Advisor”) to assist it in connection with the Company engaging in a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-253086) filed with the Securities and Exchange Commission, as amended (“Registration Statement”), in connection with its initial public offering (“IPO”). The obligations of the Capital Markets Advisors hereunder are several and not joint. Neither Capital Markets Advisor shall be liable for any acts or omissions of the other.
TB SA ACQUISITION CORP PO Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman IslandsSponsorship Agreement • March 10th, 2021 • TB SA Acquisition Corp • Blank checks
