WARRANT AGREEMENTWarrant Agreement • March 3rd, 2021 • TCG Growth Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
TCG Growth Opportunities Corp. 12180 Millennium Drive, Suite 500 Playa Vista, CA 90094TCG Growth Opportunities Corp. • March 3rd, 2021 • Blank checks • New York
We are pleased to accept the offer TCG Growth Opportunities Holdings LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • TCG Growth Opportunities Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), TCG Growth Opportunities Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2021 • TCG Growth Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 3rd, 2021 • TCG Growth Opportunities Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [ ] day of [ ], 2021, by and between TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 3rd, 2021 • TCG Growth Opportunities Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [ ], 2021, is entered into by and among TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and TCG Growth Opportunities Holdings LLC, a Delaware limited liability company (the “Purchaser”).
Underwriting AgreementUnderwriting Agreement • March 3rd, 2021 • TCG Growth Opportunities Corp. • Blank checks • New York
TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
TCG Growth Opportunities Corp. 12180 Millennium Drive, Suite 500 Playa Vista, CA 90094 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 3rd, 2021 • TCG Growth Opportunities Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover sales by the Underwriters of more than 25,000,000 units) (the “Units”), each comprising one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adj
