Exhibit 10.4


 


EXECUTION VERSION


 





REDEMPTION AND
VOTING AGREEMENT


 


This REDEMPTION AND VOTING AGREEMENT
(this “Redemption and Voting Agreement”) entered into on this 8th day of April, 2021, by and between TWC
Tech Holdings II Corp., a Delaware corporation (the “Issuer”) and the undersigned (“Holder” or “you”).
Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement
(as defined below).


 


WHEREAS, the Issuer, Cellebrite
DI Ltd., a company organized under the laws of the State of Israel corporation (“Company”) and the other parties named
therein will, immediately following the execution of this Redemption and Voting Agreement, enter into that certain Agreement and Business
Combination Agreement and Plan of Merger, dated as of April 8, 2021 (as amended, modified, supplemented or waived from time to time in
accordance with its terms, the “Business Combination Agreement”), pursuant to which, inter alia, a direct, wholly
owned subsidiary of the Company will be merged with the Issuer, with the Issuer surviving as a wholly owned subsidiary of the Company,
(the “Merger”), on the terms and subject to the conditions set forth therein (the Merger, together with the other transactions
contemplated by the Business Combination Agreement, the “Transactions”);


 


WHEREAS, as of the date hereof,
Holder “beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) and has the sole
power to dispose of (or sole power to cause the disposition of) the number of shares of Class A common stock, par value $0.0001 per
share of the Issuer set forth on Holder’s signature page hereto (the “Covered Shares”);


 


WHEREAS, as of the date hereof,
Holder is executing and delivering a Share Purchase Agreement to purchase, from certain Company Shareholders, a number of Company Ordinary
Shares equal to the number of Covered Shares; and


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


For ease of administration,
this single Redemption and Voting Agreement is being executed so as to enable each Holder identified on the signature page to enter into
a Redemption and Voting Agreement, severally, but not jointly. The parties agree that (i) the Redemption and Voting Agreement shall
be treated as if it were a separate agreement with respect to each Holder listed on the signature page, as if each Holder entity had executed
a separate Redemption and Voting Agreement naming only itself as Holder, and (ii) no Holder listed on the signature page shall have
any liability under the Redemption and Voting Agreement for the obligations of any other Holder so listed.


 


ARTICLE I

Redemption; Voting Agreement.


 


1.1
Redemption. Holder hereby unconditionally and irrevocably agrees that Holder shall, and shall cause its Affiliates to, elect
to exercise a SPAC Stockholder Redemption in accordance with the Issuer’s Governing Documents with respect to each of its Covered
Shares (a “Redemption Election”). The Holder hereby agrees that, to the maximum extent permissible under the Issuer’s
Governing Documents, by the Holder’s execution and delivery of this Redemption and Voting Agreement, the Redemption Election shall
be deemed to be automatically made as of the earliest time permissible under the Issuer’s Governing Documents.


 






    


     


    

 


1.2
Voting Agreements.


 


(a)
At any meeting of the shareholders of the Issuer, however called, or at any adjournment thereof, or in any other
circumstance in which the vote, consent or other approval of the shareholders of the Issuer is sought, Holder shall (i) appear at
each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum
and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and
delivered) covering, all of its Covered Shares:


 


 (i) in favor of each SPAC Transaction Proposal;




 


(ii) against any
Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the SPAC
Transaction Proposals);


 


(iii)
against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Issuer (other than the Business Combination Agreement and the transactions contemplated
thereby);


 


(iv)      against any change in the business, management or Board of Directors of the Issuer (other than in connection with the SPAC Transaction
Proposals); and


 


(v)  against
any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Business
Combination Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other
obligation or agreement of SPAC under the Business Combination Agreement, (C) result in any of the conditions set forth in Article
VII of the Business Combination Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of,
including the voting rights of any class of capital stock of, the Issuer.


 


(b) Holder
hereby agrees that it shall not commit or agree to take any action inconsistent with the obligations set forth in Section
1.2(a).







 


ARTICLE II

Representations, Warranties and Agreements


 


2.1
Holder’s Representations, Warranties and Agreements. Holder hereby represents and warrants to the Issuer and acknowledges
and agrees with the Issuer as follows:


 


(a) If Holder is not an individual,
Holder has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation
or formation, with power and authority to enter into, deliver and perform its obligations under this Redemption and Voting Agreement.
If Holder is an individual, Holder has the authority to enter into, deliver and perform its obligations under this Redemption and Voting
Agreement.


 


(b) If Holder is not an individual, this Redemption and Voting Agreement has been duly authorized, validly executed and delivered by
Holder. If Holder is an individual, the signature on this Redemption and Voting Agreement is genuine, and Holder has legal competence
and capacity to execute the same. This Redemption and Voting Agreement is enforceable against Holder in accordance with its terms, except
as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other
laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 






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(c) The execution, delivery and performance by Holder of this Redemption and Voting Agreement and the consummation of the transactions
contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or
assets of Holder or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license
or other agreement or instrument to which Holder or any of its subsidiaries is a party or by which Holder or any of its subsidiaries is
bound or to which any of the property or assets of Holder or any of its subsidiaries is subject, which would reasonably be expected to
have a material adverse effect on the legal authority of Holder to enter into and timely perform its obligations under this Redemption
and Voting Agreement (a “Holder Material Adverse Effect”), (ii) if Holder is not an individual, result in any
violation of the provisions of the organizational documents of Holder or any of its subsidiaries or (iii) result in any violation
of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over Holder or any of its subsidiaries or any of their respective properties that would reasonably be expected to have a Holder Material
Adverse Effect.


 


(d)
Holder’s signature page hereto sets forth the number of Covered Shares over which Holder has beneficial ownership as of the
date hereof. As of the date hereof, Holder is the lawful owner of the Covered Shares denoted as being owned by Holder on the signature
page hereto and has the sole power to vote (or sole power to direct the voting of) such Covered Shares. Holder has good and valid title
to the Covered Shares denoted as being owned by Holder on the signature page hereto, free and clear of any and all Liens other than those
created or permitted by this Redemption and Voting Agreement and those imposed by applicable Law, including federal and state securities
laws.


 


(e) Holder understands and
acknowledges that Issuer is entering into the Business Combination Agreement in reliance upon the execution and delivery of this Redemption
and Voting Agreement by Holder.


 


(f)
Holder (i) has not entered into any voting agreement or voting trust with respect to Holder’s Covered Shares inconsistent
with Holder’s obligations pursuant to this Redemption and Voting Agreement, (ii) has not granted a proxy, a consent or power
of attorney with respect to Holder’s Covered Shares and (iii) has not entered into any agreement or taken any action that would
make any representation or warranty of Holder contained herein untrue or incorrect in any material respect or have the effect of preventing
Holder from performing any of its obligations under this Redemption and Voting Agreement.


 


(g) There is no Action pending against Holder or, to the knowledge of Holder, threatened against Holder that challenges the beneficial
or record ownership of Holder’s Covered Shares, the validity of this Redemption and Voting Agreement or the performance by Holder
of its obligations under this Redemption and Voting Agreement.


 


2.2
Issuer’s Representations, Warranties and Agreements. The Issuer hereby represents and warrants to Holder and acknowledges
and agrees with Holder as follows:


 


(a) The Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Delaware
General Corporation Law (“DGCL”), with corporate power and authority to own, lease and operate its properties and conduct
its business as presently conducted and to enter into, deliver and perform its obligations under this Redemption and Voting Agreement.


 


(b) This Redemption and Voting Agreement has been duly authorized, executed and delivered by the Issuer and is enforceable against
it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity,
whether considered at law or equity.


 






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(c) The execution, delivery and performance of this Redemption and Voting Agreement (including compliance by the Issuer with all of
the provisions hereof)and the consummation of the certain other transactions contemplated herein will not (i) conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant to the terms of any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer is a party or by which the Issuer is
bound or to which any of the property or assets of the Issuer is subject, which would reasonably be expected to have a material adverse
effect on the legal authority of the Issuer to enter into and perform its obligations under this Redemption and Voting Agreement (a “Issuer
Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of the Issuer
or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or
body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have an Issuer
Material Adverse Effect.


 


ARTICLE III

Additional Covenants


 


3.1
Holder agrees that, during the period from the date hereof through the date on which this Redemption and Voting Agreement terminates
in accordance with Section 5 (such period, the “Restricted Period”), except as contemplated by the Business
Combination Agreement and the Transactions, it shall not, and shall cause its Affiliates not to, without the Issuer’s prior written
consent (which consent may be given or withheld by the Issuer in its sole discretion): (i) offer for sale, sell (including short
sales), transfer, tender, pledge, convert, encumber, assign or otherwise dispose of (including by gift, merger, tendering into any tender
offer or exchange offer or otherwise) (collectively, a “Transfer”), or enter into any contract, option, derivative,
hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to,
a Transfer of, any or all of the Covered Shares; (ii) grant any proxies or powers of attorney with respect to any or all of the Covered
Shares held by Holder (except in connection with voting by proxy at a meeting of stockholders of the Issuer as contemplated by Section 1.2
of this Redemption and Voting Agreement); or (iii) permit to exist any Lien with respect to any or all of the Covered Shares other
than those created by this Redemption and Voting Agreement; provided, that any Lien with respect to Covered Shares that would not
prevent, impair or delay Holder’s ability to comply with the terms and conditions of this Redemption and Voting Agreement shall
be permitted and will not be deemed to violate the restrictions contained above. Notwithstanding the foregoing, this Section 3.1
shall also not prohibit a Transfer of Covered Shares by Holder to an Affiliate of Holder; provided, that such Transfer shall be
permitted only if, prior to or in connection with such Transfer, the transferee agrees in writing, reasonably satisfactory in form and
substance to the Issuer, to assume all of the obligations of Holder hereunder and to be bound by the terms of this Redemption and Voting
Agreement. Any transfer in violation of this Section 3.1 shall be null and void ab initio.


 


3.2
In the event of a stock dividend or distribution, or any change in the Covered Shares by reason of any stock dividend or distribution,
split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Covered Shares” shall be deemed
to refer to and include the Covered Shares as well as all such stock dividends and distributions and any securities into which or for
which any or all of the Covered Shares may be changed or exchanged or which are received in such transaction. Holder agrees, while this
Redemption and Voting Agreement is in effect, to notify the Issuer promptly in writing (including by e-mail) of the number of any additional
Covered Shares acquired by Holder, if any, after the date hereof.


 






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3.3
Holder agrees, while this Redemption and Voting Agreement is in effect, not to take or agree or commit to take any action that
would make any representation and warranty of Holder contained in this Redemption and Voting Agreement inaccurate in any material respect
or have the effect of preventing or disabling Holder from performing its obligations under this Redemption and Voting Agreement


 


3.4
Holder agrees with, and covenants to, the Issuer that Holder shall not request that the Issuer register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any Covered Shares during the term of this Redemption and Voting
Agreement without the prior written consent of the Issuer, in its sole discretion, other than pursuant to a transfer permitted by Section 3.1.


 


3.5
Each party hereto agrees that it shall not, and shall cause its Affiliates not to, indirectly accomplish that which it is not permitted
to accomplish directly under this Redemption and Voting Agreement pursuant to provisions of this Redemption and Voting Agreement that
have not been terminated pursuant to Section 4.


 


ARTICLE IV

Termination.


 


4.1
This Redemption and Voting Agreement shall terminate and be void and of no further force and effect, and all rights and obligations
of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to
occur of (i) the Effective Time, provided, that Holder has complied with its obligations pursuant to Section 1 hereto
(ii) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms and (iii) upon
the mutual written agreement of each of the parties hereto to terminate this Redemption and Voting Agreement; provided, that nothing
herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled
to any remedies at Law or in equity to recover losses, liabilities or damages arising from such breach. The Issuer shall promptly notify
Holder of the termination of the Business Combination Agreement promptly after the termination of such agreement.


 


ARTICLE V

Miscellaneous


 


5.1
Each of the parties hereto acknowledges that the Issuer and others will rely on the acknowledgments, understandings, agreements,
representations and warranties contained in this Redemption and Voting Agreement. Prior to the Effective Time, each of the parties hereto
agrees to promptly notify the other parties hereto if any of the acknowledgments, understandings, agreements, representations and warranties
made by such party set forth herein are no longer accurate in all material respects.


 


5.2
Each of the Issuer and Holder is entitled to rely upon this Redemption and Voting Agreement and is irrevocably authorized to produce
this Redemption and Voting Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


 


5.3
Each of the parties hereto shall pay all of their respective expenses in connection with this Voting and Redemption Agreement and
the transactions contemplated herein.


 


(a)  Each
of Holder and the Issuer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or
advisable to consummate the transactions contemplated by this Redemption and Agreement on the terms and conditions described therein
no later than immediately prior to the consummation of the Transactions.


 






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5.4
Notices. All notices and other communications under this Redemption and Voting Agreement shall be in writing and shall be
deemed given (a) when delivered personally by hand (with written confirmation of receipt by other than automatic means, whether electronic
or otherwise), (b) when sent by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification
or other rejection notice) or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier
(with written confirmation of receipt), in each case, at the following addresses or e-mail addresses (or to such other address or e-mail
address as a party may have specified by notice given to the other party pursuant to this provision):


 


if to Holder, to such address
or addresses set forth on the signature page hereto;


 


if to the Issuer, to:


TWC Tech Holdings II Corp.


Four Embarcadero Center,
Suite 2100


San Francisco, California
94111


		Attention:	Rufina Adams



		Email:	rufina@truewindcapital.com



 


with a copy (which will
not constitute actual or constructive notice) to:


 


Simpson Thacher &
Bartlett LLP


2475 Hanover Street


Palo Alto, CA 94304


		Attention:	Atif I. Azher

Naveed Anwar



		Email:	aazher@stblaw.com

naveed.anwar@stblaw.com



 


5.5
Entire Agreement. This Redemption and Voting Agreement and the agreements referenced herein constitute the entire agreement
and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or
representations by or among the parties hereto to the extent they relate in any way to the subject matter hereof.


 


5.6
Modifications and Amendments. This Redemption and Voting Agreement may not be amended, changed, supplemented, waived or
otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the Issuer and Holder.


 


5.7
Assignment. This Redemption and Voting Agreement and all of the provisions hereof will be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Redemption and Voting Agreement
nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent
of the parties hereto.


 






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5.8
Governing Law. This Redemption and Voting Agreement, and all claims or causes of action (whether in contract, tort or otherwise)
that may be based upon, arise out of or relate to this Redemption and Voting Agreement or the negotiation, execution or performance of
this Redemption and Voting Agreement (including any claim or cause of action based upon, arising out of or related to any representation
or warranty made in or in connection with this Redemption and Voting Agreement) shall be governed by and construed in accordance with
the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction
of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter,
the Delaware Supreme Court or the United States District Court for the District of Delaware), and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Redemption and Voting Agreement or the negotiation, execution or performance
of this Redemption and Voting Agreement (including any claim or cause of action based upon, arising out of or related to any representation
or warranty made in or in connection with this Redemption and Voting Agreement), or for recognition or enforcement of any judgment, and
agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or,
only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United
States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Redemption
and Voting Agreement or the negotiation, execution or performance of this Redemption and Voting Agreement (including any claim or cause
of action based upon, arising out of or related to any representation or warranty made in or in connection with this Redemption and Voting
Agreement) in the Delaware Court of Chancery or in the Delaware Supreme Court or the United States District Court for the District of
Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees
that service of process, summons, notice or document by registered mail addressed to it at the applicable address set forth in Section 5.2
shall be effective service of process for any suit, action or proceeding brought in any such court.


 


5.9
Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS REDEMPTION AND VOTING AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR
THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS REDEMPTION AND VOTING AGREEMENT, WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A
COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY
TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS REDEMPTION AND VOTING AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.


 


5.10
Severability. If any provision of this Redemption and Voting Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Redemption and Voting Agreement will remain in full force and effect. Any provision
of this Redemption and Voting Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.


 


5.11
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Redemption and Voting Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such
right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Redemption and Voting Agreement
by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party
from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by
a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on
a party not expressly required under this Redemption and Voting Agreement shall entitle the party receiving such notice or demand to any
other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice
or demand to any other or further action in any circumstances without such notice or demand.


 






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5.12
Specific Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not
be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Redemption and Voting Agreement
in accordance with its specified terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that
the parties hereto shall be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction,
specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically
the terms and provisions hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an
injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an
award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction
to prevent breaches or threatened breaches and to enforce specifically the terms and provisions of this Redemption and Voting Agreement
shall not be required to provide any bond or other security in connection with any such order or injunction.


 


5.13
Headings and Captions. The headings and captions of the various subdivisions of this Redemption and Voting Agreement are
for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


5.14
Counterparts. This Redemption and Voting Agreement may be executed in two or more counterparts (any of which may be delivered
by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the
same instrument.


 


ARTICLE VI

Consent to Disclosure


 


6.1
Holder hereby consents to the publication and disclosure in any (i) Form 8-K filed by the Issuer with the SEC in connection
with the execution and delivery of the Business Combination Agreement and the Proxy Statement/Registration Statement or (ii) other
documents or communications provided by the Issuer to any Governmental Authority or to securityholders of the Issuer, in each case, to
the extent required by the federal securities Laws or the SEC or any other securities Law authorities, of Holder’s name or identity
and of Holder’s beneficial ownership of Covered Shares and the nature of Holder’s commitments, arrangements and understandings
under and relating to this Redemption and Voting Agreement and, if deemed appropriate by the Issuer, a copy of this Redemption and Voting
Agreement. Holder will promptly provide any information reasonably requested by the Issuer for any regulatory application or filing made
or approval sought in connection with the transactions contemplated by the Business Combination Agreement (including filings with the
SEC).


 


ARTICLE VII

Release


 


7.1
Effective as of the consummation of the SPAC Stockholder Redemptions with respect to the Covered Shares, the Holder generally,
irrevocably, unconditionally and completely releases and forever discharges the Issuer and its former, current and future direct or indirect
equityholders, and controlling persons, shareholders, members, general or limited partners, subsidiaries, Affiliates, officers, directors,
managers, trustees, employees, counsel, accountants, agents, financial advisers, consultants, insurers, heirs, administrators and executors
of any of the foregoing, and its and their respective successors and assigns (collectively, “Issuer Released Parties”),
from any and all disputes, claims, charges, losses, amounts owed, assessed interest, penalties, damages, taxes, costs, expenses, controversies,
demands, rights, liabilities, suits, proceedings, actions or causes of action of every kind and nature (collectively, “Claims”)
that the Holder has had in the past, now has or might have, whether known or unknown, arising out of or relating to the Issuer’s
Governing Documents or Business Combination Agreement or the transactions contemplated thereby, including the SPAC Stockholders’
Meeting (other than the right to receive the applicable portion of the SPAC Stockholder Redemption Amount in connection with electing
to exercise the SPAC Stockholder Redemption with respect to the Holder’s Covered Shares). The Holder hereby agrees that the Holder
shall not and shall cause any controlled Affiliates not to initiate or file any lawsuit of any kind whatsoever or any complaint or charge
against the Issuer or any of the other Issuer Released Parties with respect to the matters released and discharged hereby.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, each of
the Issuer and Holder has executed or caused this Redemption and Voting Agreement to be executed by its duly authorized representative
as of the date set forth below.








 





	 	TWC TECH HOLDINGS II CORP.
	 	 	 
	 	By: 	                   
	 	Name: 	
	 	Title:	








 


 


Accepted and agreed this 8th
day of April, 2021.


 


	HOLDER:	 	 
	 	 	 
	Signature of Holder:	 	Signature of Joint Holder, if applicable:
	 	 	 
	By:	                   	 	By:	                  
	Name: 	 	 	Name: 	 
	Title:	 	 	Title:	 



 


	Covered Shares:	         	 



 





[Signature Page to Redemption and Voting Agreement]