REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2020 • Tiga Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2020, is made and entered into by and among Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”), Tiga Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
24,000,000 Units Tiga Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2020 • Tiga Acquisition Corp. • Blank checks • Delaware
INDEMNITY AGREEMENTIndemnity Agreement • November 30th, 2020 • Tiga Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 23, 2020, by and between Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Ben Falloon (the “Indemnitee”).
GRINDR INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 23rd, 2022 • Grindr Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of ______________ and is between Grindr Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
CREDIT AGREEMENT dated as ofCredit Agreement • November 29th, 2023 • Grindr Inc. • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 28, 2023 among GRINDR CAPITAL LLC, a Delaware limited liability company (the “Borrower”), GRINDR INC., a Delaware corporation (“Ultimate Parent”), GRINDR GROUP LLC, a Delaware limited liability company (“Intermediate Parent”) and GRINDR GAP LLC, a Delaware limited liability company (“Holdings” and, together with Ultimate Parent and Intermediate Parent, the “Parent Guarantors”), the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 30th, 2020 • Tiga Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Tiga Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of November 23, 2020 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
AGREEMENT AND PLAN OF MERGER by and among TIGA ACQUISITION CORP., TIGA MERGER SUB LLC, and GRINDR GROUP LLC dated as of May 9 , 2022Agreement and Plan of Merger • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of May 9 , 2022 (this “Agreement”), is made and entered into by and among Tiga Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Tiga Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Grindr Group LLC, a Delaware limited liability company (the “Company”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • May 17th, 2023 • Grindr Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT, dated as of June 10, 2020, is among Grindr Capital LLC (f/k/a San Vicente Capital LLC,), a Delaware limited liability company (the “Borrower”), Grindr Gap LLC (San Vicente Gap LLC,), a Delaware limited liability company (“Holdings ”), Grindr Inc., a Delaware corporation (“Grindr ListCo”), Grindr Group LLC, a Delaware limited liability company (“Grindr Group”), each of the Subsidiaries of the Borrower signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 9.09, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), Fortress Credit Corp., as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent,
WARRANT AGREEMENT between TIGA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 23, 2020Warrant Agreement • November 23rd, 2022 • Grindr Inc. • Services-computer programming, data processing, etc. • New York
Tiga Acquisition Corp.Subscription Agreement • November 4th, 2020 • Tiga Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 27, 2020 by and between Tiga Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriter(s) of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 4th, 2020 • Tiga Acquisition Corp. • Blank checks • New York
This amended and restated Forward Purchase Agreement (this “Agreement”) is entered into as of November 4, 2020, by and between Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Tiga Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2022 • Grindr Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2022, is made and entered into by and among (i) Grindr Inc., a Delaware corporation (the “Company”), formerly known as Tiga Acquisition Corp., a Cayman Islands exempted company (“Tiga”), (ii) Tiga Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), (iii) the undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder”, an “Existing Holder” and, collectively, the “Existing Holders”) and (iv) the undersigned parties who are listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder”, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
TIGA ACQUISITION CORP. 250 North Bridge Road #24-00, Raffles City Tower Singapore 179101 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue, New York, N.Y. 10010-3629 GOLDMAN SACHS (ASIA) L.L.C. 68/F, Cheung Kong Center Re: Initial Public...Letter Agreement • November 30th, 2020 • Tiga Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia) L.L.C., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 4th, 2020 • Tiga Acquisition Corp. • Blank checks • New York
Re: Pay-Off Letter Agreement – Convertible Promissory NoteGrindr Inc. • November 23rd, 2022 • Services-computer programming, data processing, etc. • New York
Reference is made to the obligations and amounts outstanding with respect to that certain Convertible Promissory Note (the “Note”) issued to you by Tiga Acquisition Corp., a Cayman Islands exempt company (the “Company”), and authorized by the Board of Directors of the Company on March 16, 2022. Under the terms and conditions of the Note, you are owed $1,780,000 as of the date hereof (the “Debt Obligation”).
JOINDER AND ASSIGNMENT AGREEMENT TO AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTJoinder and Assignment Agreement • November 23rd, 2022 • Grindr Inc. • Services-computer programming, data processing, etc. • New York
THIS JOINDER AND ASSIGNMENT AGREEMENT TO AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT (this “Joinder and Assignment Agreement”) is executed and delivered as of , 2022 by San Vicente Parent LLC (“Permitted Transferee”), Tiga Acquisition Corp. (the “Company”) and Tiga Sponsor LLC (“Sponsor”), and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Amended and Restated Forward Purchase Agreement dated as of May 9, 2022, by and among the Company and the Sponsor.
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks • New York
This amended and restated Forward Purchase Agreement (this “Agreement”) is entered into as of May 9, 2022, by and between Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Tiga Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”), and amends and restates in its entirety that certain Forward Purchase Agreement (the “Original Agreement”), dated as of November 23, 2020, by and between the Company and the Purchaser. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of the date of this Agreement, by and among the Company, Tiga Merger Sub LLC, a Delaware limited liability company and direct wholly owned Subsidiary of the Company (“Merger Sub”), and Grindr Group LLC, a Delaware limited liability company (the “Merger Agreement”).
Employment AgreementEmployment Agreement • March 17th, 2023 • Grindr Inc. • Services-computer programming, data processing, etc.
Grindr LLC (the “Company”) is pleased to offer you employment in the position of Chief Financial Officer (“CFO”) on the terms and conditions set forth in this agreement (this “Agreement”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 9, 2022, by and among Grindr Group LLC, a Delaware limited liability company (the “Company”), Tiga Acquisition Corp. (“Acquiror”), a Cayman Islands exempted company (which shall redomesticate as a Delaware corporation pursuant to the terms of the Merger Agreement (as defined below)), Tiga Merger Sub LLC (“Merger Sub”), a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror, the undersigned, a shareholder of Acquiror (the “Sponsor”) and each of the individuals party to this Agreement, each of whom is a member of the board of directors of Acquiror (such individuals, together with the Sponsor, each a “Shareholder” and, collectively the “Shareholders”). Each of the Company, Acquiror, Merger Sub and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined herein shall
TIGA ACQUISITION CORP.Tiga Acquisition Corp. • November 30th, 2020 • Blank checks • New York
This letter (the “Agreement”) will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Tiga Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Tiga Investments Pte Ltd shall take steps directly or indirectly to make available to the Company certain overhead expenses and related services as may be required by the Company from time to time, situated at 250 North Bridge Road, #24-00, Raffles City Tower, Singapore 179101 (or any successor location). In exchange therefore, the Company shall pay Tiga Investments Pte Ltd a sum of $10,000 per month beginning on the Effective Date and continui
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 4th, 2020 • Tiga Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tiga Sponsor LLC, a Cayman Islands exempted company (the “Sponsor” or the “Purchaser”).
Employment AgreementEmployment Agreement • March 17th, 2023 • Grindr Inc. • Services-computer programming, data processing, etc.
Grindr, LLC (the “Company”) is pleased to offer you employment in the position of Chief Executive Officer (“CEO”) and Executive Director on the terms and conditions set forth in this agreement (this “Agreement”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • December 13th, 2022 • Grindr Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT, dated as of June 10, 2020, is among San Vicente Capital LLC, a Delaware limited liability company (the “Borrower”), San Vicente Gap LLC, a Delaware limited liability company (“Holdings”), each of the Subsidiaries of the Borrower signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 9.09, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), Fortress Credit Corp., as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each an “Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 30th, 2020 • Tiga Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 23, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tiga Sponsor LLC, a Cayman Islands exempted company (the “Sponsor” or the “Purchaser”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2024 • Grindr Inc. • Services-computer programming, data processing, etc. • California
This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is effective as of November 29, 2023 (the “Effective Date”) by and between Grindr Inc., a Delaware corporation (the “Company”), and Vandana Mehta-Krantz (“Executive”).
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • November 23rd, 2022 • Grindr Inc. • Services-computer programming, data processing, etc.
This FIRST AMENDMENT (this “Amendment”) dated as November 17, 2022, to the Warrant Agreement, dated as November 23, 2020, (the “Warrant Agreement”), by and among Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). Each capitalized term used and not defined herein shall have the meaning assigned to it in the Warrant Agreement.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 12th, 2022 • Tiga Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), effective as of February 25, 2021 (the “Effective Date”), is entered into by and among GRINDR GAP LLC (f/k/a SAN VICENTE GAP LLC), a Delaware limited liability company (“Holdings”), GRINDR CAPITAL LLC (f/k/a SAN VICENTE CAPITAL LLC, a Delaware limited liability company (the “Borrower”), the other Credit Parties party hereto, FORTRESS CREDIT CORP., a Delaware corporation, as the Administrative Agent (in such capacity, the “Agent”) for the several financial institutions party to the Credit Agreement (as defined below) (collectively, the “Lenders” and individually each a “Lender”) and the Lenders party hereto (collectively constituting each Lender directly and adversely affected thereby).
TIGA ACQUISITION CORP.Tiga Acquisition Corp. • November 4th, 2020 • Blank checks • New York
FORM OF BACKSTOP WARRANT AGREEMENT between TIGA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●]Backstop Warrant Agreement • October 25th, 2022 • Tiga Acquisition Corp. • Services-computer programming, data processing, etc. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], is entered into by and between Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
UNITHOLDER SUPPORT AGREEMENTUnitholder Support Agreement • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks
UNITHOLDER SUPPORT AGREEMENT, dated as of [●], 2022 (this “Agreement”), by and among Tiga Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Tiga Merger Sub LLC (“Merger Sub”), a Delaware limited liability company and wholly owned subsidiary of Acquiror, Grindr Group LLC, a Delaware limited liability company (the “Company”) and certain unitholders of the Company, whose names appear on the signature pages of this Agreement (each, a “Unitholder” and, collectively, the “Unitholders”).
TO AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 23rd, 2022 • Grindr Inc. • Services-computer programming, data processing, etc. • New York
THIS JOINDER AND ASSIGNMENT AGREEMENT TO AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT (this “Joinder and Assignment Agreement”) is executed and delivered as of November 10, 2022 by San Vicente Parent LLC (“Permitted Transferee”), Tiga Acquisition Corp. (the “Company”) and Tiga Sponsor LLC (“Sponsor”), and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Amended and Restated Forward Purchase Agreement dated as of May 9, 2022, by and among the Company and the Sponsor.
