REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 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 • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 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”).
45,000,000 Units TCW Special Purpose Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
TCW Special Purpose Acquisition Corp., a Delaware corporation (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 “Representatives”) are acting as representatives, 45,000,000 units of the Company (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,750,000 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 • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of March 1, 2021, by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Joseph R. Shaposhnik (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 1, 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.Letter Agreement • March 4th, 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 51,750,000 of the Company’s units (including up to 6,750,000 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
WARRANT AGREEMENT TCW SPECIAL PURPOSE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 1, 2021Warrant Agreement • March 4th, 2021 • TCW Special Purpose Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 1, 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 Special Purpose Acquisition Corp.TCW Special Purpose Acquisition Corp. • March 4th, 2021 • 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 Statements on Form S-1, as amended (File Nos. 333-252775 and 333-253766), filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
