52,500,000] Units TWC Tech Holdings II Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 1st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [52,500,000] units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [7,875,000] additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
TWC Tech Holdings II Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 (415) 780-9975 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 1st, 2020 • TWC Tech Holdings II 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 TWC Tech Holdings II Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 60,375,000 of the Company’s units (including up to 7,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third 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 adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “P
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____, 2020, is made and entered into by and among TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), TWC Tech Holdings II, 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 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • September 1st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (this “Agreement”), is entered into by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and TWC Tech Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
TWC TECH HOLDINGS II CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of , 2020Warrant Agreement • September 1st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020 is by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 1st, 2020 • TWC Tech Holdings II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020 by and between TWC Tech Holdings II Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
