| Item
1.01 | Entry
into a Material Definitive Agreement. |
In
connection with the previously announced extraordinary general meeting of shareholders (the “Shareholder Meeting”) of two,
a Cayman Islands exempted company (the “Company”), to extend the date by which the Company has to consummate a business combination
(the “Extension Proposal”) from April 1, 2023 to January 1, 2024, the Company and two sponsor (the “Sponsor”),
have entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties, pursuant
to which such third parties have agreed not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of
900,000 previously-held Class A ordinary shares of the Company (“Non-Redeemed Shares”) in connection with the Extension
Proposal.
In
exchange for the foregoing commitments not to redeem such previously-held Class A ordinary shares, the Sponsor has agreed to transfer
an aggregate of 270,000 Class B ordinary shares of the Company held by the Sponsor to such third parties immediately following
the consummation of an initial business combination, provided that such third parties continued to hold such Non-Redeemed Shares through
the Shareholder Meeting. The Non-Redemption Agreements will increase the amount of funds that remain in the Company’s trust account
following the Shareholder Meeting. The Company and the Sponsor may enter into additional, similar non-redemption agreements in connection
with the Shareholder Meeting and the Extension Proposal.
The
foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreements attached hereto as Exhibit 10.1 and incorporated herein by reference.
Participants
in the Solicitation
The
Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s shareholders in respect of the Shareholder Meeting and the Extension Proposal and related matters. Information regarding
the Company’s directors and executive officers is available in the Company’s proxy statement for the Shareholder Meeting
filed with the U.S. Securities and Exchange Commission (“SEC”) on March 10, 2023 (the “Definitive Proxy Statement”).
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests
are contained in the Definitive Proxy Statement.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional
Information
The
Company has filed with the SEC the Definitive Proxy Statement in connection with the Shareholder Meeting to consider and vote upon the
Extension Proposal and other matters and, beginning on or about March 13, 2023, mailed the Definitive Proxy Statement and other relevant
documents to its shareholders as of the February 23, 2023 record date for the Shareholder Meeting. The date of the Shareholder Meeting
is Friday, March 31, 2023, and the deadline for shareholders to submit requests to redeem their Class A ordinary shares is 5:00 p.m.,
New York time, on Wednesday, March 29, 2023. The Company’s shareholders and other interested persons are advised to read the Definitive
Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s
solicitation of proxies for the Shareholder Meeting because these documents contain important information about the Company, the Extension
Proposal and related matters. Shareholders may also obtain a free copy of the Definitive Proxy Statement, as well as other relevant documents
that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or at www.twoa.a-star.co.
Forward-Looking
Statements
The
information included herein may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well
as all other statements other than statements of historical fact included in this document are forward-looking statements. When used
in this document, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions, as they relate to us
or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in
their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s Definitive Proxy Statement and the Company’s
registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
| Item
9.01. | Financial
Statements and Exhibits |
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
two |
| |
|
|
| Date:
March 27, 2023 |
By: |
/s/
Kevin E. Hartz |
| |
Name: |
Kevin
E. Hartz |
| |
Title: |
Chief
Executive Officer |
Exhibit 10.1
NON-REDEMPTION
AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
This
Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of March [●],
2023 by and among two (“TWOA” or the “Company”), two sponsor, a Cayman Islands limited liability
company (the “Sponsor”) and the undersigned investor (“Investor”).
RECITALS
WHEREAS,
the Sponsor currently holds TWOA Class B ordinary shares, par value $0.0001 per share, initially purchased in a private placement prior
to TWOA’s initial public offering (the “Founder Shares”);
WHEREAS,
TWOA expects to hold an extraordinary general meeting of shareholders (the “Meeting”) for the purpose of approving,
among other things, an amendment to TWOA’s Amended and Restated Memorandum and Articles of Association (the “M&A”)
to extend the date by which TWOA must consummate an initial business combination (the “Initial Business Combination”)
by nine additional months until January 1, 2024 (the “Extension”);
WHEREAS,
the M&A provides that a shareholder of TWOA may redeem its Class A ordinary shares, par value $0.0001 per share, initially sold in
TWOA’s initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) (the
“Public Shares” and together with the Founder Shares, the “Ordinary Shares”) in connection with
the M&A amendment, on the terms set forth in the M&A (“Redemption Rights”);
WHEREAS,
subject to the terms and conditions of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from
the Sponsor, that number of Founder Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned
Securities”), to be transferred to Investor in connection with TWOA’s completion of its Initial Business Combination,
and, prior to the transfer of the Assigned Securities to Investor, the Sponsor desires to assign the economic benefits of the Assigned
Securities to Investor.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Investor and the Sponsor hereby agree as follows:
| 1.1. | Upon
the terms and subject to the conditions of this Agreement, if (a) as of 5:00 PM, New York
time, on the date of the Meeting, Investor holds the Investor Shares (as defined below),
(b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights
with respect to such Investor Shares in connection with the Meeting, and (c) the Extension
is approved at the Meeting and implemented by the Company and the Company meets the continued
or initial listing requirements to be listed on a National Securities Exchange following
the Meeting, then the Sponsor hereby agrees to assign to Investor for no additional consideration
the Assigned Securities set forth on Exhibit A, and the Sponsor further agrees to
assign to Investor the Economic Interest (as defined below) associated with the Assigned
Securities that the Sponsor has agreed to assign to Investor. “Investor Shares”
shall mean an amount of the Public Shares presently held by Investor equal to the lesser
of (i) 500,000 Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed,
including those Public Shares subject to non-redemption agreements with other TWOA shareholders
similar to this Agreement on or about the date of the Meeting; provided, however, that if
the number of Investor Shares is less than 500,000, the number of Assigned Securities shall
be reduced proportionately. The Sponsor and TWOA agree to provide Investor with the final
number of Investor Shares subject to this Agreement no later than 9:30 a.m. Eastern on the
first business day following the date of the Meeting (and in all cases a sufficient amount
of time to allow the Investor to reverse any exercise of Redemption Rights with regard to
any Investor Shares), provided, that such amount shall not exceed 500,000 Public Shares. |
| 1.2. | The
Sponsor and Investor hereby agree that the assignment of the Assigned Securities shall be
subject to the conditions that (i) the Initial Business Combination is consummated; and (ii)
Investor (or its Permitted Transferees (as such term is defined in that certain Letter Agreement,
dated March 29, 2021, by and among TWOA, the Sponsor and TWOA’s officers and directors
(as it exists on the date hereof, the “Letter Agreement”) executes a joinder
to the Letter Agreement set forth as Exhibit B to this Agreement. |
Upon
the satisfaction of the foregoing conditions, as applicable, the Sponsor shall promptly transfer the Assigned Securities to Investor
(or its Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement, restrictions
on transfer imposed by the securities laws, and any successor or similar agreement entered into in connection with the Initial Business
Combination (which shall be no less favorable or more restrictive than what is agreed to by the Sponsor). The Sponsor and TWOA covenant
and agree to facilitate such transfer to Investor (or its Permitted Transferees) in accordance with the foregoing.
| 1.4. | Merger
or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification,
consolidation or merger involving TWOA in which its Ordinary Shares are converted into or
exchanged for securities, cash or other property, then, following any such reorganization,
recapitalization, reclassification, consolidation or merger, in lieu of Ordinary Shares of
TWOA, the Sponsor shall transfer, with respect to each Founder Share to be transferred hereunder,
upon the Sponsor’s receipt thereof, the kind and amount of securities, cash or other
property into which such Assigned Securities converted or exchanged. |
| 1.5. | Forfeitures,
Transfers, etc. Except as otherwise set forth in the Sponsor LLC Agreement or the Letter
Agreement effective as of the date of this Agreement, Investor shall not be subject to forfeiture,
surrender, claw-back, transfers, disposals, exchanges or earn-outs for any reason on the
Assigned Securities. Investor acknowledges that, pursuant to the Amended and Restated Limited
Liability Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor
LLC Agreement”), prior to, or at the time of, the Initial Business Combination,
the managers of the Sponsor have the authority to cause the Sponsor to subject the Founder
Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under
which the Founder Shares were issued or any restrictions or other provisions relating to
the Founder Shares set forth in the instruments establishing the same (including voting in
favor of any such amendment) or enter into any other arrangements with respect to the Founder
Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers,
restrictions, amendments or arrangements, including arrangements relating to the relaxation
or early release of restrictions, in such amounts and pursuant to such terms as they determine
in their sole and absolute discretion for any reason. Sponsor acknowledges and agrees that
any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall
apply only to the Founder Shares other than the Assigned Securities and the terms and conditions
applicable to the Assigned Securities shall not be changed as a result of any such earn-outs,
forfeitures, transfers, restrictions, amendments or arrangements. |
| 1.6. | Delivery
of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder,
the Sponsor shall deliver the Assigned Securities to Investor by transfer of book-entry shares
effected through TWOA’s transfer agent. The parties to this Agreement agree to execute,
acknowledge and deliver such further instruments and to do all such other acts, as may be
necessary or appropriate to carry out the purposes and intent of this Agreement. |
| 1.7. | Assignment
of Registration Rights. Concurrent with the transfer of Assigned Securities to Investor
under this Agreement, the Sponsor hereby assigns all of its rights, duties and obligations
to Investor with respect to the Assigned Securities under that certain Registration Rights
Agreement, dated March 29, 2021, by and among TWOA, its directors and the Sponsor (as it
exists on the date of the Agreement, the “Registration Rights Agreement”),
and hereby represents and confirms to Investor that, upon Investor’s receipt of the
Assigned Securities, (i) Investor shall be a “Holder” under the Registration
Rights Agreement and (ii) the Assigned Securities shall be “Registrable Securities”
under the Registration Rights Agreement. This Agreement constitutes the Sponsor’s written
notice to TWOA of such assignment in accordance with the Registration Rights Agreement (if
required). Investor shall execute a Joinder (as defined below) set forth as Exhibit B to
this Agreement, pursuant to which, Investor will be bound by the terms and provisions of
the Registration Rights Agreement as a “Holder” thereunder with respect to the
Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. |
| 1.8. | Joinder
to Letter Agreement and Registration Rights Agreement. In connection with the transfer
of the Assigned Securities to Investor, Investor shall execute a joinder to the Letter Agreement
and the Registration Rights Agreement in substantially the form attached here to as Exhibit
B (the “Joinder”) pursuant to which Investor shall agree with TWOA
to be bound solely by Section 5 of the Letter Agreement solely with respect to the Assigned
Securities and by the terms and provisions of the Registration Rights Agreement as a “Holder”
thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable
Securities” thereunder. Notwithstanding anything in this Agreement or the Joinder to
the contrary, Investor shall be released with respect to the Assigned Securities from any
transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement
to the same extent as the Sponsor is released from such restrictions with respect to its
remaining Founder Shares. |
| 1.9. | Termination.
This Agreement and each of the obligations of the undersigned shall terminate on earlier
of (a) the failure of TWOA’s shareholders to approve the Extension at the Meeting or
the determination of the Company not to proceed to effect the Extension, (b) the fulfillment
of all obligations of parties hereto, (c) the liquidation or dissolution of TWOA, (d) the
mutual written agreement of the parties hereto; or (e) if Investor exercises its Redemption
Rights with respect to any Investor Shares in connection with the Meeting and such Investors
Shares are actually redeemed in connection with the Meeting. Notwithstanding any provision
in this Agreement to the contrary, the Sponsor’s obligation to transfer the Assigned
Securities to Investor shall be conditioned on (i) the satisfaction of the conditions set
forth in Section 1.2 and (ii) such Investor Shares not being redeemed in connection with
the Meeting. |
| 2. | Assignment
of Economic Interest. |
| 2.1. | Upon
satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor
all of its economic right, title and interest in and to that number of Assigned Securities
set forth on Exhibit A (the “Economic Interest”), subject to adjustment
as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to
receive dividends and other distributions made by the Sponsor pursuant to the Sponsor LLC
Agreement allocated to that number of Assigned Securities set forth on Exhibit A represented
by the Founder Shares held directly by the Sponsor. |
| 2.2. | If
at any time the number of outstanding Founder Shares is increased or decreased by a consolidation,
combination, split or reclassification or other similar event, then, as of the effective
date of such consolidation, combination, split, reclassification or similar event, all share
numbers referenced in this Agreement, including the number of shares underlying the Economic
Interest shall be adjusted in proportion to such increase or decrease in outstanding Founder
Shares. The foregoing shall not apply to (i) any increase or decrease in the number of authorized
Founder Shares or (ii) a reclassification of the share capital of TWOA, in each case in connection
with the closing of the Initial Business Combination. |
| 2.3. | Investor
acknowledges and agrees that it is not a member of the Sponsor, it has no right to vote on
matters of the Sponsor as a result of the Assigned Securities or Economic Interest, or to
vote with respect to any Assigned Securities, and it has no right to vote Assigned Securities
prior to transfer of any such shares to Investor pursuant to this Agreement. |
| 2.4. | Investor
acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive
any dividends or other distributions paid in Ordinary Shares or other non-cash property,
the Sponsor shall transfer all of its right, title and interest in such dividends or distributions
concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section
1. |
| 2.5. | If
the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with
respect to any Founder Shares, then Investor shall automatically assign its Economic Interests
in such Founder Shares back to the Sponsor, for no consideration. |
| 3. | Representations
and Warranties of Investor. Investor represents and warrants to, and agrees with, the
Sponsor that: |
| 3.1. | No
Government Recommendation or Approval. Investor understands that no federal or state
agency has passed upon or made any recommendation or endorsement of the offering of the Assigned
Securities. |
| 3.2. | Accredited
Investor. Investor is an “accredited investor” as such term is defined in
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”), and acknowledges that the sale contemplated hereby is being made in reliance,
among other things, on a private placement exemption to “accredited investors”
under the Securities Act and similar exemptions under state law. |
| 3.3. | Intent.
Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s
own account (and/or for the account or benefit of its members or affiliates, as permitted),
and not with a view to the distribution thereof in violation of the Securities Act and Investor
has no present arrangement to sell Assigned Securities to or through any person or entity
except as may be permitted hereunder. |
| 3.4. | Restrictions
on Transfer; Trust Account; Redemption Rights. |
| 3.4.1. | Investor
acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities
are, and following any transfer to Investor may continue to be, subject to the transfer restrictions
as set forth in section 5 of the Letter Agreement. |
| 3.4.2. | Investor
acknowledges and agrees that the Assigned Securities are not entitled to, and have no right,
interest or claim of any kind in or to, any monies held in the trust account into which the
proceeds of TWOA’s initial public offering were deposited (the “Trust Account”)
or distributed as a result of any liquidation of the Trust Account. |
| 3.4.3. | Investor
agrees, solely for the benefit of and, notwithstanding anything else herein, enforceable
only by TWOA, to waive any right that it may have to elect to have TWOA redeem any Investor
Shares and agrees not to redeem or otherwise exercise any right to redeem, the Investor Shares
and to reverse and revoke any prior redemption elections made with respect to the Investor
Shares in connection with the Extension. For the avoidance of doubt, nothing in this Agreement
is intended to restrict or prohibit Investor’s ability to redeem any Public Shares
other than the Investor Shares, or to trade or redeem any Public Shares (other than the Investor
Shares) in its discretion and at any time or trade or redeem any Investor Shares in its discretion
and at any time after the date of the Meeting. |
| 3.4.4. | Investor
acknowledges and understands the Assigned Securities are being offered in a transaction not
involving a public offering in the United States within the meaning of the Securities Act
and have not been registered under the Securities Act and, if in the future Investor decides
to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities
may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective
registration statement filed under the Securities Act, (B) pursuant to an exemption from
registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any other available exemption from the registration requirements of the Securities Act,
and in each case in accordance with any applicable securities laws of any state or any other
jurisdiction. Investor agrees that, if any transfer of the Assigned Securities or any interest
therein is proposed to be made, as a condition precedent to any such transfer, Investor may
be required to deliver to TWOA an opinion of counsel satisfactory to TWOA that registration
is not required with respect to the Assigned Securities to be transferred. Absent registration
or another available exemption from registration, Investor agrees it will not transfer the
Assigned Securities. |
| 3.5. | Sophisticated
Investor. Investor is sophisticated in financial matters and able to evaluate the risks
and benefits of the investment in the Assigned Securities. |
| 3.6. | Risk
of Loss. Investor is aware that an investment in the Assigned Securities is highly speculative
and subject to substantial risks. Investor is cognizant of and understands the risks related
to the acquisition of the Assigned Securities, including those restrictions described or
provided for in this Agreement, the Sponsor LLC Agreement and the Letter Agreement pertaining
to transferability. Investor is able to bear the economic risk of its investment in the Assigned
Securities for an indefinite period of time and able to sustain a complete loss of such investment. |
| 3.7. | Independent
Investigation. Investor has relied upon an independent investigation of TWOA and has
not relied upon any information or representations made by any third parties or upon any
oral or written representations or assurances, express or implied, from the Sponsor or any
representatives or agents of the Sponsor, other than as set forth in this Agreement. Investor
is familiar with the business, operations and financial condition of TWOA and has had an
opportunity to ask questions of, and receive answers from TWOA’s management concerning
TWOA and the terms and conditions of the proposed sale of the Assigned Securities and has
had full access to such other information concerning TWOA as Investor has requested. Investor
confirms that all documents that it has requested have been made available and that Investor
has been supplied with all of the additional information concerning this investment which
Investor has requested. |
| 3.8. | Organization
and Authority. If an entity, Investor is duly organized and existing under the laws of
the jurisdiction in which it was organized and it possesses all requisite power and authority
to acquire the Assigned Securities, enter into this Agreement and perform all the obligations
required to be performed by Investor hereunder. |
| 3.9. | Non-U.S.
Investor. If Investor is not a United States person (as defined by Section 7701(a)(30)
of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder
(collectively, the “Code”)), Investor hereby represents that it has satisfied
itself as to the full observance of the laws of its jurisdiction in connection with any invitation
to subscribe for the Assigned Securities or any use of this Agreement, including (i) the
legal requirements within its jurisdiction for the acquisition of the Assigned Securities,
(ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental
or other consents that may need to be obtained, and (iv) the income tax and other tax consequences,
if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of
the Assigned Securities. Investor’s subscription and payment for and continued beneficial
ownership of the Assigned Securities will not violate any applicable securities or other
laws of Investor’s jurisdiction. |
| 3.10. | Authority.
This Agreement has been validly authorized, executed and delivered by Investor and is a valid
and binding agreement enforceable in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement
of rights to indemnity and contribution may be limited by federal and state securities laws
or principles of public policy. |
| 3.11. | No
Conflicts. The execution, delivery and performance of this Agreement and the consummation
by Investor of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) Investor’s organizational documents, (ii) any agreement or instrument
to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor
is subject, or any order, judgment or decree to which Investor is subject, in the case of
clauses (ii) and (iii), that would reasonably be expected to prevent Investor from fulfilling
its obligations under this Agreement. |
| 3.12. | No
Advice from Sponsor. Investor has had the opportunity to review this Agreement and the
transactions contemplated by this Agreement and the form of Letter Agreement with Investor’s
own legal counsel and investment and tax advisors. Except for any statements or representations
of the Sponsor explicitly made in this Agreement, Investor is relying solely on such counsel
and advisors and not on any statements or representations, express or implied, of the Sponsor
or any of its representatives or agents for any reason whatsoever, including without limitation
for legal, tax or investment advice, with respect to this investment, the Sponsor, TWOA,
the Assigned Securities, the transactions contemplated by this Agreement or the securities
laws of any jurisdiction. |
| 3.13. | Reliance
on Representations and Warranties. Investor understands that the Assigned Securities
are being offered and sold to Investor in reliance on exemptions from the registration requirements
under the Securities Act, and analogous provisions in the laws and regulations of various
states, and that the Sponsor is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of Investor set forth in this
Agreement in order to determine the applicability of such provisions. |
| 3.14. | No
General Solicitation. Investor is not subscribing for Assigned Securities as a result
of or subsequent to any general solicitation or general advertising, including but not limited
to any advertisement, article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio or any seminar or meeting
whose attendees have been invited by any general solicitation or general advertising. |
| 3.15. | Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from
or by Investor in connection with the acquisition of the Assigned Securities nor is Investor
entitled to or will accept any such fee or commission. |
| 4. | Representations
and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the
Investor that: |
| 4.1. | Power
and Authority. The Sponsor is a limited liability company duly formed and validly existing
and in good standing as a limited liability company under the laws of the Cayman Islands
and possesses all requisite limited liability company power and authority to enter into this
Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder,
including the assignment, sale and transfer the Assigned Securities. |
| 4.2. | Authority.
All corporate action on the part of the Sponsor and its officers, directors and members necessary
for the authorization, execution and delivery of this Agreement and the performance of all
obligations of the Sponsor required pursuant hereto has been taken. This Agreement has been
duly executed and delivered by the Sponsor and (assuming due authorization, execution and
delivery by Investor) constitutes the Sponsor’s legal, valid and binding obligation,
enforceable against the Sponsor in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement
of rights to indemnity and contribution may be limited by federal and state securities laws
or principles of public policy. |
| 4.3. | Title
to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable
title to, the Assigned Securities and will, immediately prior to the transfer of the Assigned
Securities to Investor, be the record and beneficial owner of the Assigned Securities, in
each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances,
agreements, options, voting trusts, proxies and other arrangements or restrictions of any
kind (other than transfer restrictions and other terms and conditions that apply to the Founder
Shares generally and applicable securities laws). The Assigned Securities to be transferred,
when transferred to Investor as provided herein, will be free and clear of all liens, pledges,
security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies
and other arrangements or restrictions of any kind (other than transfer restrictions and
other terms and conditions that apply to the Founder Shares generally, under the Letter Agreement
and applicable securities laws). |
| 4.4. | No
Conflicts. The execution, delivery and performance of this Agreement and the consummation
by the Sponsor of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) the certificate of formation or the Sponsor LLC Agreement, (ii) any agreement
or instrument to which the Sponsor is a party or by which it is bound (including the Letter
Agreement and the Sponsor LLC Agreement) or (iii) any law, statute, rule or regulation to
which the Sponsor is subject or any order, judgment or decree to which the Sponsor is subject.
The Sponsor is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court
or governmental agency or self-regulatory entity in order for it to perform any of its obligations
under this Agreement or transfer the Assigned Securities in accordance with the terms hereof. |
| 4.5. | No
General Solicitation. The Sponsor has not offered the Assigned Securities by means of
any general solicitation or general advertising within the meaning of Regulation D of the
Securities Act, including but not limited to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or broadcast over television
or radio or any seminar or meeting whose attendees have been invited by any general solicitation
or general advertising. |
| 4.6. | Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from
or by the Sponsor in connection with the sale of the Assigned Securities nor is the Sponsor
entitled to or will accept any such fee or commission. |
| 4.7. | Transfer
Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any
of its Founder Shares representing the economic benefit of the Assigned Securities. |
| 4.8. | Reliance
on Representations and Warranties. The Sponsor understands and acknowledges that Investor
is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of the Sponsor set forth in this Agreement. |
| 5. | Trust
Account. Until the earlier of (a) the consummation of TWOA’s initial business combination;
(b) the liquidation of the Trust Account; and (c) 24 months from consummation of TWOA’s
initial public offering or such later time as the shareholders of TWOA may approve in accordance
with the M&A, TWOA will maintain the investment of funds held in the Trust Account in
interest-bearing United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which
invest only in direct U.S. government treasury obligations, or maintain such funds in cash
in an interest-bearing demand deposit account at a bank. After the date that is 24 months
from the date of the consummation of the Company’s initial public offering, the Company
will maintain the investment of funds held in the Trust Account in cash in an interest bearing
demand deposit account at a bank until the earlier of (a) the consummation of the Company’s
Initial Business Combination; or (b) the liquidation of the Trust Account. TWOA further confirms
that it will not utilize any funds from its Trust Account to pay any potential excise taxes
that may become due pursuant to the Inflation Reduction Act of 2022 upon a redemption of
the Public Shares, including, but not limited to, in connection with a liquidation of TWOA
if it does not effect a business combination prior to its termination date. |
| 6. | Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect
to its principles or rules of conflict of laws to the extent such principles or rules would
require or permit the application of the laws of another jurisdiction. The parties hereto
hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby. With respect to any suit, action or proceeding
relating to the transactions contemplated hereby, the undersigned irrevocably submit to the
jurisdiction of the United States District Court or, if such court does not have jurisdiction,
the New York state courts located in the Borough of Manhattan, State of New York, which submission
shall be exclusive. |
| 7. | Assignment;
Entire Agreement; Amendment. |
| 7.1. | Assignment.
Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder
by either the Sponsor or Investor to any person that is not an affiliate of such party shall
require the prior written consent of the other party. |
| 7.2. | Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter thereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them relating to the subject
matter hereof. |
| 7.3. | Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated other than by a written instrument signed
by the party against whom enforcement of any such amendment, waiver, discharge or termination
is sought. |
| 7.4. | Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors and permitted
assigns. |
| 8. | Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder
shall be sufficiently given if in writing and personally delivered or sent by facsimile or
other electronic transmission with copy sent in another manner herein provided or sent by
courier (which for all purposes of this Agreement shall include Federal Express or another
recognized overnight courier) or mailed to said party by certified mail, return receipt requested,
at its address provided for herein or such other address as either may designate for itself
in such notice to the other. Communications shall be deemed to have been received when delivered
personally, on the scheduled arrival date when sent by next day or 2nd-day courier service,
or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail,
then three days after deposit in the mail. If given by electronic transmission, such notice
shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic
mail address at which the party has provided to receive notice; and (b) if by any other form
of electronic transmission, when directed to such party. |
| 9. | Counterparts.
This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. Counterparts may be delivered via facsimile,
electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act
of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or
other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes. |
| 10. | Survival;
Severability |
| 10.1. | Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive
the closing of the transactions contemplated hereby. |
| 10.2. | Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full
force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party. |
| 11. | Headings.
The titles and subtitles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement. |
| 12. | Disclosure;
Waiver. In connection with the entry into this agreement, TWOA will file (to the extent
that it has not already filed) a Current Report on Form 8-K under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), reporting, to the extent not previously
publicly disclosed, the material terms of this Agreement. The parties to this Agreement shall
cooperate with one another to assure that such disclosure is accurate. TWOA agrees that the
name of the investor shall not be included in any public disclosures related to this Agreement
unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges
that the Sponsor may possess or have access to material non-public information which has
not been communicated to the Investor; (ii) hereby waives any and all claims, whether at
law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether
presently known or unknown, against the Sponsor or any of TWOA’s officers, directors,
employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure
to disclose any non-public information in connection with the transaction contemplated by
this Agreement, including any potential business combination involving TWOA, including without
limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware
that the Sponsor is relying on the truth of the representations set forth in Section 3 of
this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection
with the transactions contemplated by this Agreement. TWOA shall, by 9:30 a.m., New York
City time, on the first business day immediately following the date of the Meeting, issue
one or more press releases or file with the United States Securities and Exchange Commission
a Current Report on Form 8-K (collectively, the “Disclosure Document”)
disclosing, to the extent not previously publicly disclosed, all material terms of the transactions
contemplated hereby and any other material, nonpublic information that TWOA has provided
to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance
of the Disclosure Document, to TWOA’s knowledge, Investor shall not be in possession
of any material, nonpublic information received from TWOA or any of its officers, directors
or employees. |
| 13. | Independent
Nature of Rights and Obligations. Nothing contained herein, and no action taken by any
party pursuant hereto, shall be deemed to constitute Investor and the Sponsor as, and the
Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that Investor
and the Sponsor are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Agreement or any matters, and the Sponsor acknowledges
that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall
not assert any such claim, with respect to such obligations or the transactions contemplated
by this Agreement. |
| 14. | Most
Favored Nation. In the event the Sponsor enters one or more other non-redemption agreements
before or after the execution of this Agreement in connection with the Meeting, the Sponsor
represents that the terms of such other agreements are not materially more favorable to such
other investors thereunder than the terms of this Agreement are in respect of the Investor.
In the event that another investor is afforded any such more favorable terms than the Investor,
the Sponsor shall promptly inform the Investor of such more favorable terms in writing, and
the Investors shall have the right to elect to have such more favorable terms included herein,
in which case the parties hereto shall promptly amend this Agreement to effect the same. |
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| |
INVESTOR |
| |
|
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By:
|
|
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Name: |
|
| |
Title: |
|
[Signature
Page to Non-Redemption Agreement]
| |
COMPANY: |
| |
|
| |
TWO |
| |
|
|
| |
By:
|
|
| |
Name:
|
|
| |
Title:
|
|
[Signature
Page to Non-Redemption Agreement]
| |
SPONSOR: |
| |
|
| |
TWO
SPONSOR |
| |
|
|
| |
By:
|
|
| |
Name:
|
|
| |
Title:
|
|
[Signature
Page to Non-Redemption Agreement]
Exhibit
A
| Investor |
|
Assigned
Securities / Economic Interest Assigned |
|
Number
of Public Shares to be Held as Investor Shares |
Address:
SSN/EIN: |
|
[_________]
Class B Ordinary Shares |
|
[_________]
Class A Ordinary Shares |
EXHIBIT
B
FORM
OF JOINDER
TO
LETTER
AGREEMENT
AND
REGISTRATION
RIGHTS AGREEMENT
______,
20_
Reference
is made to that certain Non-Redemption Agreement and Assignment of Economic Interest, dated as of March , 2023 (the “Agreement”),
by and among (“Investor”), two (the “Company”) and two sponsor (the “Sponsor”),
pursuant to which Investor acquired securities of the Company from the Sponsor. Capitalized terms used and not otherwise defined herein
shall have the meanings given to such terms in the Agreement.
By
executing this joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that
certain Letter Agreement, dated March 29, 2021, by and among the Company, the Sponsor and the Company’s officers and directors
(as it exists on the date of the Agreement, the “Letter Agreement”), solely with respect to Section 5 of the Letter
Agreement, and shall be bound by, and shall be subject to the restrictions set forth under, the terms and provisions of such section
of the Letter Agreement as an Insider (as defined therein) solely with respect to its Assigned Securities, provided, however, that the
Investor shall be permitted to transfer its Assigned Securities to its affiliates; and (ii) shall become a party to that certain Registration
and Shareholder Rights Agreement, dated March 29, 2021, by and among the Company and the Sponsor (as it exists on the date of the Agreement,
the “Registration Rights Agreement”), and shall be bound by the terms and provisions of the Registration Rights Agreement
as a Holder (as defined therein) and entitled to the rights of a Holder under the Registration Rights Agreement and the Assigned Securities
(together with any other equity security of the Company issued or issuable with respect to any such Assigned Securities by way of a share
dividend or share subdivision or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization)
shall be “Registrable Securities” thereunder.
For
the purposes of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the
extent applicable to Investor) and the Registration Rights Agreement is between the Company and Investor, solely, and not between and
among Investor and the other shareholders of the Company signatory thereto.
This
joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together
shall constitute one instrument.
| |
[INVESTOR]
|
| |
|
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By:
|
|
| |
Name:
|
|
| |
Title:
|
|
| ACKNOWLEDGED
AND AGREED: |
|
| |
|
| TWO
|
|
| |
|
| By:
|
|
|
| Name:
|
|
|
| Title: |
|
|
