two 20,000,000 Shares1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2021 • Two • Blank checks • New York
two, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Ordinary Shares to cover over-allotments (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 Representative as used herein shall mean you, as an Underwriter, and the term Underwriters shall mean either the singul
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2021 • Two • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March [●], 2021 between two, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
two c/o two sponsor The Presidio of San Francisco San Francisco, CA 94129Letter Agreement • March 17th, 2021 • Two • 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 two, a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 3,000,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional Ordinary Shares). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 17th, 2021 • Two • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [●], 2021, by and between two, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2021 • Two • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among two, a Cayman Islands exempted company (the “Company”), two sponsor, a Cayman Islands limited liability company (the “Sponsor”, and together with 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”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 17th, 2021 • Two • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of March [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among two, a Cayman Islands exempted company (the “Company”) and two sponsor, a Cayman Islands limited liability company (the “Purchaser”).
two March [●], 2021Two • March 17th, 2021 • Blank checks
