October 26, 2021Underwriting Agreement • October 29th, 2021 • TKB Critical Technologies 1 • 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 among TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
20,000,000 Units TKB Critical Technologies 1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
FORM OF WARRANT AGREEMENT between TKB CRITICAL TECHNOLOGIES 1. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 26, 2021, is by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 26, 2021 by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 26, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and TKB Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2021, is made and entered into by and among TKB Critical Technologies 1, a Cayman Island exempted company (the “Company”), TKB Sponsor 1, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with 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”).
TKB CRITICAL TECHNOLOGIES 1 El Segundo, California 90245Administrative Services Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
This letter agreement (this “Agreement”) by and between TKB Critical Technologies 1 (the “Company”) and Tartavull Klein Blatteis Capital, LLC (“TKB Capital”), 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 Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
