INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
WHEREAS, the Company, Cupcake Merger Sub, Inc. (“Merger Sub”), and TWCT have entered into that certain Business Combination Agreement and Plan of Merger, dated as of April 8, 2021 (as amended or supplemented from time to time, the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into TWCT (the “Merger”), with TWCT surviving the Merger as a wholly-owned subsidiary of the Company;
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • New York
The Purchaser is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time of the sale of securities to the Purchaser (Please check the applicable subparagraphs):
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
This Shareholder Support Agreement (this “Agreement”) is dated as of April 8, 2021, by and among TWC Tech Holdings II Corp., a Delaware corporation (“TWCT”), the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), and Cellebrite DI Ltd., a company organized under the Laws of the State of Israel (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 8, 2021, by and among TWC Tech Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), the other Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Sponsor Party” and, together, the “Sponsor Parties”), TWC Tech Holdings II Corp., a Delaware corporation (“SPAC”), and Cellebrite DI Ltd., a company organized under the laws of the State of Israel (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among TWC TECH HOLDINGS II CORP., CELLEBRITE DI LTD., and CUPCAKE MERGER SUB, INC. dated as of April 8, 2021Business Combination Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
This Business Combination Agreement and Plan of Merger, dated as of April 8, 2021 (as amended, restated, modified or supplemented in accordance with its terms, this “Agreement”), is made and entered into by and among TWC Tech Holdings II Corp., a Delaware corporation (“SPAC”), Cellebrite DI Ltd., a company organized under the laws of the State of Israel (the “Company”) and Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of the Company (“Merger Sub”).
REDEMPTION AND VOTING AGREEMENTRedemption and Voting Agreement • April 8th, 2021 • TWC Tech Holdings II Corp. • Blank checks • Delaware
This REDEMPTION AND VOTING AGREEMENT (this “Redemption and Voting Agreement”) entered into on this 8th day of April, 2021, by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Issuer”) and the undersigned (“Holder” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
