REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, including 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”) and TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
TCW Special Purpose Acquisition Corp.Underwriting Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustme
INDEMNITY AGREEMENTIndemnification Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT TCW SPECIAL PURPOSE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
TCW NEW AMERICA PREMIER ACQUISITION CORP. Los Angeles, CA 90017Securities Subscription Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
TCW New America Premier Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer TCW New America Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock
TCW Special Purpose Acquisition Corp.Administrative Services Agreement • February 12th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
This letter agreement by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and TCW Special Purpose Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1, as amended (File No. 333-252775), filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
