Exhibit 10.1


 


March 1, 2021


 


TCW Special
Purpose Acquisition Corp.


865 S. Figueroa
St., Suite 1800

Los Angeles, CA 90017


 


		Re:	Initial
                                         Public Offering



 


Ladies and
Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between TCW Special Purpose Acquisition Corp., a
Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Barclays Capital
Inc., as representatives (the “Representatives”) of the several underwriters named therein (each an
“Underwriter” and collectively, the “Underwriters”), relating to an
underwritten initial public offering (the “Public Offering”), of up to 51,750,000 of the Company’s
units (including up to 6,750,000 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 (“Class A Common
Stock”), and one-third of one redeemable warrant. Each whole warrant (a “Warrant”)
entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment
as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to registration statements
on Form S-1 and a 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 New York Stock
Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of TCW Special
Purpose Sponsor LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of the
Company’s board of directors and/or management team (each of the undersigned individuals, an “Insider”
and collectively, the “Insiders”), hereby agrees, severally but not jointly, with the Company
as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock (as defined below)
owned by it, him or her in favor of any proposed Business Combination (including any proposals recommended by the Company’s
board of directors in connection with such Business Combination) and (ii) not redeem any shares of Common Stock owned by it, him
or her in connection with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by engaging
in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Common Stock owned
by it, him or her in connection therewith.


 




     


     


    

 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s second amended and restated certificate of incorporation (as it may be amended from time to time, the
“Charter”), the Sponsor and each Insider shall take all reasonable steps to cause the Company
to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem 100% of the shares of Class A Common Stock sold as part of the Units in the Public Offering (the
“Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ (as defined below)
rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide
for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment
to the Charter to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business
Combination within the required time period set forth in the Charter or with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination activity, unless the Company provides its Public Stockholders with the opportunity
to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.


 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common
Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with (A) the consummation of
a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve
such Business Combination, or (B) a stockholder vote to approve an amendment to the Charter to modify the substance or timing
of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to
redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth
in the Charter or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders
and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it
or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


3.
Notwithstanding the provisions set forth in paragraphs 7(a) and 7(b), during the period commencing on the effective date of the
Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written
consent of Citigroup Global Markets Inc. and Barclays Capital Inc., (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission
promulgated thereunder, with respect to, any Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii)
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants or any securities convertible into,
or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified
in clause (i) or (ii); provided, however, all of the foregoing does not apply to the forfeiture of any Founder Shares pursuant
to their terms or any transfer of Founder Shares to any current or future independent director of the company (as long as such
current or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially identical
to the terms of this Letter Agreement, as applicable to directors and officers at the time of such transfer; and as long as, to
the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes
a practical explanation as to the nature of the transfer). Each of the Insiders and the Sponsor acknowledges and agrees that,
prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below,
the Company may announce the impending release or waiver by press release through a major news service at least two business days
before the effective date of the release or waiver. The provisions of this paragraph will not apply if the release or waiver is
effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms
described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 




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4.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (which for purposes of clarification shall not extend to any other
stockholders, members or managers of the Sponsor) (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and
all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending
or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered (other
than the independent registered public accounting firm) or products sold to the Company or (ii) any prospective target business
with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination
agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor
(x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the
independent registered public accounting firm) or products sold to the Company or a Target do not reduce the amount of funds in
the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the
Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the
Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third
party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver
is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend
against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written
receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such
defense.


 


5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 6,750,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at
no cost, a number of Founder Shares in the aggregate equal to 1,500,000 multiplied by a fraction, (i) the numerator of which is
6,750,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 6,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised
in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and
outstanding shares of Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants
or Private Placement Warrants (as defined below)). The Sponsor further agrees that to the extent that the size of the Public Offering
is increased or decreased, the Company will purchase or sell Units or effect a stock dividend, stock split or repurchase or redemption,
as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder
Shares at 20.0% of its issued and outstanding shares of Common Stock upon the consummation of the Public Offering. In connection
with such increase or decrease in the size of the Public Offering, then (A) the references to 6,750,000 in the numerator and denominator
of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Offering Shares
and (B) the reference to 1,500,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such
number of Founder Shares that the Sponsor would have to surrender to the Company in order for the number of Founder Shares to
equal an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock after the Public Offering (not
including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants).


 




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6.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b)
and 9, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or
in equity, in the event of such breach.


 


7.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any shares of Class A Common
Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial
Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Common Stock equals
or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares
of Class A Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of Class
A Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of
the Company’s initial Business Combination (the “Private Placement Warrants Lock-up Period”, together
with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the
Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph
7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates (including members of the Sponsor’s members),
any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of such
person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an
affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private
sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price
at which the securities were originally purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s organizational
documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with
the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to its consummation
of an initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, capital stock
exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their
shares of Class A Common Stock for cash, securities or other property subsequent to the Company’s completion of an initial
Business Combination; provided, however, that in the case of clauses (a) through (f), these permitted transferees
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions
contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 




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8.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in
any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such
Insider’s background. The Sponsor and each Insider represents and warrants that the questionnaire it, he or she furnished
to the Company is true and accurate in all material respects. The Sponsor and each Insider represents and warrants that: it, he
or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never
been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling
of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant
in any such criminal proceeding.


 


9.
Except as disclosed in the Prospectus, neither the Sponsor nor any Insider, nor any affiliate of the Sponsor or any Insider, shall
receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following,
none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to the Sponsor of
$10,000 per month for secretarial and administrative services provided to the Company’s directors and officers; reimbursement
for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;
and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or
an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with
an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination,
a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long
as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants
of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical
to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


10.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents
to being named in the Prospectus as an officer and/or director of the Company.


 




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11.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Common
Stock” shall mean the Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company
(“Class B Common Stock”); (iii) “Founder Shares” shall mean the 11,500,000
shares of Class B Common Stock issued and outstanding (up to 1,500,000 shares of which are subject to forfeiture if the over-allotment
option is not exercised by the Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and
any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 7,333,333 warrants
(or up to 8,233,333 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an
aggregate purchase price of $11,000,000 (or up to $12,400,000 if the over-allotment option is exercised in full), or $1.50 per
warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of
a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).


 


12.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
and each director and officer shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or officers.


 


13.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by (1) each Insider that is the subject of any such change, amendment, modification or
waiver and (2) the Sponsor.


 


14.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


15.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties
hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns
and permitted transferees.


 


16.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 




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17.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


18.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such
jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.


 


19.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile or other electronic transmission.


 


20.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
by June 30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature
Page Follows]


 




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	 	Sincerely,
	 	 	 	 
	 	TCW SPECIAL PURPOSE SPONSOR LLC
	 	 	 	 
	 	By:	/s/
    Joseph R. Shaposhnik
	 	 	Name:	Joseph R. Shaposhnik
	 	 	Title:	Chief Executive Officer



 


	 	/s/
    Joseph R. Shaposhnik
	 	Name:	Joseph R. Shaposhnik
	 	 	 
	 	/s/
    Richard Villa
	 	Name:	Richard Villa
	 	 	 
	 	/s/
    Leo L. Chan
	 	Name:	Leo L. Chan
	 	 	 
	 	/s/
    Meredith Jackson
	 	Name:	Meredith Jackson
	 	 	 
	 	/s/
    Carol P. Lowe
	 	Name:	Carol P. Lowe



 


	Acknowledged and Agreed:	 
	 	 	 	 
	TCW SPECIAL PURPOSE ACQUISITION CORP.
	 	 	 	 
	By:	/s/
    Joseph R. Shaposhnik	 
	 	Name:	Joseph R. Shaposhnik	 
	 	Title: 	Chief Executive Officer	 



 


[Signature
Page to Letter Agreement]