REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 24th, 2021 • Tailwind International Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2021, is made and entered into by and among Tailwind International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tailwind International Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Tailwind International Acquisition Corp. New York, New York 10006 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 24th, 2021 • Tailwind International Acquisition Corp. • 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 between Tailwind International Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Jefferies LLC., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regis
WARRANT AGREEMENT between TAILWIND INTERNATIONAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 23, 2021Warrant Agreement • February 24th, 2021 • Tailwind International Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 23, 2021, is by and between Tailwind International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 24th, 2021 • Tailwind International Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 18, 2021, is entered into by and between Tailwind International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tailwind International Sponsor LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 24th, 2021 • Tailwind International Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 23, 2021 by and between Tailwind International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
30,000,000 Units TAILWIND INTERNATIONAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2021 • Tailwind International Acquisition Corp. • Blank checks • New York
Introductory. Tailwind International Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Units”). The 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Units as provided in Section 2. The additional 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”)
TAILWIND INTERNATIONAL ACQUISITION CORP. 150 Greenwich Street, 29th Floor New York, New York 10006 February 23, 2021Tailwind International Acquisition Corp. • February 24th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Tailwind International Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Tailwind International Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 150 Greenwich Street, 29th Floor, New York, New York 10006 (or any successor location). In exchange therefore, the Company shall pay an affiliate of the Sponsor, as determined by the Sponsor, a
