Exhibit 10.1


 


March 15, 2021


 


TCW Special Purpose Acquisition Corp.


865 S. Figueroa St., Suite 1800

Los Angeles, CA 90017


 


		Re:	Director Appointment



 


Mr. Lee:


 


This letter (this “Letter
Agreement”) is being delivered to you in connection with your appointment to the board of directors of TCW Special
Purpose Acquisition Corp., a Delaware corporation (the “Company”). Reference is made to the Company’s
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, of which
1,393,299 units have been so purchased) (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 were 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.


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Insider”)
hereby agrees with the Company as follows:


 


1. The
Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such
proposed Business Combination, the Insider shall (i) vote any shares of Common Stock (as defined below) owned by the Insider 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 the Insider 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 the Insider in connection therewith.


 


2. The
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 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 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 Insider acknowledges
that the Insider 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 the Insider. The
Insider hereby further waives, with respect to any shares of Common Stock held by the Insider, if any, any redemption rights the
Insider 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 Insider and its affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares the Insider
holds 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 Insider shall not, without the prior written consent of Citigroup Global Markets Inc.
and Barclays Capital Inc. (the “Underwriters”), (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 the Insider, (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 the Insider, 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). The Insider 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 Insider agrees that the Insider 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
Insider agrees that the Insider 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 Insider or any of the Insider’s 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 TCW Special Purpose Sponsor
LLC, a Delaware limited liability company (the “Sponsor”)), 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
Insider represents and warrants that the Insider 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. The Insider’s
biographical information furnished to the Company is true and accurate in all material respects and does not omit any material
information with respect to the Insider’s background. The Insider represents and warrants that the questionnaire the Insider
furnished to the Company is true and accurate in all material respects. The Insider represents and warrants that: the Insider 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; the Insider 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 the Insider is not currently a defendant in any such criminal
proceeding.


 


9. Except
as disclosed in the Prospectus, the Insider shall not 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
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 public filings
of the Company as a 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 shares of Class
B Common Stock issued and outstanding (up to shares of which are subject to forfeiture if the over-allotment option is not exercised
by the Underwriters); (iv) “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 occurred simultaneously with the consummation of the Public Offering; (v) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (vi) “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 were
deposited; and (vii) “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 the parties hereto.


 


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 party. 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
Insider and the Insider’s 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.


 


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.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 	 
	 	/s/ Brian Lee
	 	Name:	Brian Lee


 


	Acknowledged and Agreed:	 
	 	 
	TCW SPECIAL PURPOSE ACQUISITION CORP.	 
	 	 	 
	By:  	/s/ Richard Villa	 
	 	Name:	Richard Villa	 
	 	Title:	Chief Financial Officer	 


 


[Signature Page to Letter Agreement]