CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
TCW SPECIAL PURPOSE ACQUISITION CORP.
February 3, 2021
Pursuant to Sections 228 and 242 of the General
Corporation Law of the State of Delaware
TCW Special Purpose Acquisition Corp., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:
FIRST: ARTICLE FOURTH of the Corporation’s Certificate of Incorporation is hereby amended by adding the below immediately following ARTICLE FOURTH, Section B:
C. Upon the filing (the “Effective Time”) of this Certificate of Amendment pursuant to the General Corporation Law of the State of Delaware, each share of the Corporation’s Class B Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Class B Common Stock”) shall automatically, without further action on the part of the Corporation or any stockholder of the Corporation, be reclassified as, and subdivided and converted into, 1 and 1/3 (ONE AND ONE-THIRD) validly issued, fully paid and nonassessable shares of Class B Common Stock, par value $0.0001 per share (the “New Class B Common Stock”), authorized by ARTICLE FOURTH of the Corporation’s Certificate of Incorporation (the “Stock Split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time, regardless of when any certificates representing shares of Old Class B Common Stock are surrendered. Each certificate that immediately prior to the Effective Time represented shares of Old Class B Common Stock shall thereafter represent that number of shares of New Class B Common Stock into which the shares of Old Class B Common Stock represented by such certificate shall have been converted pursuant to this Certificate of Amendment. After the Effective Time, each holder of record of shares of Old Class B Common Stock shall be entitled to receive, upon surrender of the certificate(s) representing the shares of Old Class B Common Stock held by such holder immediately prior to the Effective Time, in such form and accompanied by such documents, if any, as may be prescribed by the Corporation, a new certificate or certificates representing the number of shares of New Class B Common Stock of which such record owner is entitled after giving effect to the Stock Split.
SECOND: The foregoing amendment was duly adopted in accordance with Section 228 and Section 242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, TCW Special Purpose Acquisition Corp. has caused this Certificate of Amendment to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.
|TCW SPECIAL PURPOSE ACQUISITION CORP.|
|By:||/s/ Joseph Shaposhnik|
|Title:||Chief Executive Officer|