Exhibit 10.3


 


PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this
 “Agreement”), dated as of [l], 2021,
is entered into by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the
 “Company”), and Tailwind Two Sponsor LLC, a Delaware limited liability company (the
 “Purchaser”).


 


WHEREAS, the Company intends to consummate
an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), and one-third
of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share,
as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission
(the “SEC”), File Number 333-253224 under the Securities Act of 1933, as amended (the “Securities
Act”).


 


WHEREAS, the Purchaser has agreed to
purchase an aggregate of 7,800,000 warrants (the “Private Placement Warrants”), each Private
Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, subject to adjustment,
at a price of $1.50 per warrant ($11,700,000 in the aggregate).


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and
Sale; Terms of the Private Placement Warrants.


 


A.               
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of
the Private Placement Warrants to the Purchaser.


 


B.                
Purchase and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering
(the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, 7,800,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price
of $11,700,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of
immediately available funds in the following amounts: (i) $5,700,000 to the Company at a financial institution to be chosen by
the Company, and (ii) $6,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee
(the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least
one (1) business day prior to the IPO Closing Date; provided, however, that if the underwriters of
the Public Offering exercise their option to purchase additional units, in whole or in part, the amount in clause (ii) shall instead
be equal to 2% of the gross proceeds of the Public Offering, including such option, and the amount in clause (i) shall instead
be equal to the difference between (x) $11,700,000 and (y) 2% of the gross proceeds of the Public Offering.


 


On the IPO Closing Date, subject to the
receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing
the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect
such delivery in book-entry form.


 






     


     


    

 


C.                
Terms of the Private Placement Warrants.


 


(i)                
Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company
and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)             
On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement
(the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain
registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement
Warrants.


 


Section 2. Representations and Warranties
of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date)
that:


 


A.               
Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing
and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure
to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets
of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement and the Warrant Agreement.


 


B.                
Authorization; No Breach.


 


(i)                
The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized
by the Company as of the Closing Date.


 


This Agreement constitutes the valid and binding obligation
of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of
the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms as of the Closing Date.


 






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(ii)             
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and
sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment
of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation
of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation
of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the memorandum and articles of association of the Company
(in effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material law, statute, rule
or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except
for any filings required after the date hereof under federal or state securities laws.


 


C.                
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement
Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants,
the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register
of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise
of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws,
and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D.               
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with,
any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement
or the consummation by the Company of any other transactions contemplated hereby.


 


E.                
Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members,
officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event
as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


Section 3. Representations and Warranties
of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement
Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall
survive each Closing Date) that:


 


A.               
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary
to carry out the transactions contemplated by this Agreement.


 






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B.                
Authorization; No Breach.


 


(i)                
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)             
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms
hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser
of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior
to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject,
or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after
the date hereof under federal or state securities laws.


 


C.                
Investment Representations.


 


(i)                
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the
Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)             
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of
Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D
under the Securities Act.


 


(iii)           
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)            
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) under the Securities Act.


 


(v)              
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been
afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that
its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with respect to the acquisition of the Securities.


 






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(vi)            
The Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the
Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)         
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities
Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered
thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration
and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under
the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this
regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and
their transferees, both before and after an initial Business Combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act.


 


(viii)       
The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of
risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating
the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities
in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current
financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized
by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.


 


(ix)            
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set
forth in the Warrant Agreement.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:


 


A.               
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall
be true and correct at and as of the Closing Date as though then made.


 






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B.                
Performance. The Company shall have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C.                
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of
the transactions contemplated by this Agreement or the Warrant Agreement.


 


D.               
Warrant Agreement and Registration and Shareholder Rights Agreement. The Company shall have entered into the
Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit
B hereto, in each case on terms satisfactory to the Purchaser.


 


Section 5. Conditions of the Company’s
Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before
each Closing Date, of each of the following conditions:


 


A.               
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3
shall be true and correct at and as of such Closing Date as though then made.


 


B.                
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.                
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the
execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement
Warrants hereunder.


 


D.               
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of
the transactions contemplated by this Agreement or the Warrant Agreement.


 


E.                
Warrant Agreement. The Company shall have entered into the Warrant Agreement.


 


Section 6. Miscellaneous.


 


A.               
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained
in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors
of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties
may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one
or more of its members).


 






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B.                
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating
the remainder of this Agreement.


 


C.                
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need
contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
Signatures to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


D.               
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement
shall be by way of example rather than by limitation.


 


E.                
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York
and for all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the laws of another jurisdiction.


 


F.                 
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by
a written instrument executed by the parties hereto.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement.


 


	 	COMPANY:
	 	 
	 	TAILWIND TWO ACQUISITION CORP.
	 	 
	 	By:	              
	 	Name:   	Matthew Eby
	 	Title:	Co-Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	TAILWIND TWO SPONSOR
    LLC
	 	 
	 	By:	 
	 	Name:	Philip Krim
	 	Title:	Authorized Signatory



 






     


     


    

 


EXHIBIT A


 


Warrant Agreement


 






     


     


    

 


EXHIBIT B


 


Registration and Shareholder Rights
Agreement