TWC Tech Holdings II Corp. Watch

from 425 32 pages The Companies Law, 1999 a Limited Liability Company Articles of Association of Cellebrite DI Ltd. as Adopted on , 2021 Preliminary

from 8-K 32 pages The Companies Law, 1999 a Limited Liability Company Articles of Association of Cellebrite DI Ltd. as Adopted on , 2021 Preliminary

from 425 35 pages Investor Rights Agreement

from 8-K 35 pages Investor Rights Agreement

from 425 9 pages Redemption and Voting Agreement

from 8-K 9 pages Redemption and Voting Agreement

from 425 43 pages Share Purchase Agreement

from 8-K 43 pages Share Purchase Agreement

from 425 16 pages Shareholder Support Agreement

from 8-K 16 pages Shareholder Support Agreement

from 425 17 pages Sponsor Support Agreement

from 8-K 17 pages Sponsor Support Agreement

from 8-K 6 pages Private Placement Warrants Purchase Agreement

from 8-K 15 pages Registration Rights Agreement

from 8-K 16 pages Investment Management Trust Agreement

from 8-K 7 pages 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 “Prospectus”) Filed by the Company With the U.S. Securities and Exchange Commission (The “Commission”) and the Company Has Applied to Have the Units Listed on the NASDAQ Capital Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 11 Hereof

from S-1/A 6 pages Private Placement Warrants Purchase Agreement

from S-1/A 14 pages Registration Rights Agreement

from S-1/A 15 pages Investment Management Trust Agreement

from S-1/A 6 pages 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 “Prospectus”) Filed by the Company With the U.S. Securities and Exchange Commission (The “Commission”) and the Company Has Applied to Have the Units Listed on the NASDAQ Capital Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 11 Hereof