REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 10th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2021, is made and entered into by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), Tailwind Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned party listed under Holder on the signature page hereto (such party, together with the Sponsor and 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 Two Acquisition Corp. 150 Greenwich Street, 29th Floor New York, New York 10006 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 10th, 2021 • Tailwind Two 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 Two 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 registration st
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 10th, 2021 • Tailwind Two 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 March 4, 2021, is entered into by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tailwind Two Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between TAILWIND TWO ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 9, 2021Warrant Agreement • March 10th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 9, 2021, is by and between Tailwind Two 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”).
30,000,000 Units TAILWIND TWO ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 9, 2021 by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TAILWIND TWO ACQUISITION CORP. 150 Greenwich Street, 29th Floor New York, New York 10006 March 9, 2021Tailwind Two Acquisition Corp. • March 10th, 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 Two 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 Two 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 sum of $10,000 per m
