INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2021 • Cartesian Growth Corp • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into on February 23, 2021, by and between Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”), and __________ (“Indemnitee”).
UNDERWRITING AGREEMENT between CARTESIAN GROWTH CORPORATION and CANTOR FITZGERALD & CO. Dated: February 23, 2021 CARTESIAN GROWTH CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2021 • Cartesian Growth Corp • Blank checks • New York
The undersigned, Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
WARRANT AGREEMENTWarrant Agreement • March 1st, 2021 • Cartesian Growth Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of February 23, 2021 is by and between Cartesian Growth Corporation, a Cayman Islands exempted company, with offices at 505 Fifth Avenue, 15th Floor, New York, New York (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004 (the “Warrant Agent”).
ALVARIUM TIEDEMANN HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 9th, 2023 • Alvarium Tiedemann Holdings, Inc. • Investment advice • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Alvarium Tiedemann Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • Cartesian Growth Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of February 23, 2021 by and between Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2021 • Cartesian Growth Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 23, 2021, by and between Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • February 5th, 2021 • Cartesian Growth Corp • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into on [●], 2021, by and between Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
LETTER AGREEMENTLetter Agreement • March 1st, 2021 • Cartesian Growth Corp • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-third of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • March 1st, 2021 • Cartesian Growth Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of February 23, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”), and CGC Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
LETTER AGREEMENTLetter Agreement • February 19th, 2021 • Cartesian Growth Corp • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-third of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein
ALTI GLOBAL, INC. Dealer Manager and Solicitation Agent AgreementAlTi Global, Inc. • May 5th, 2023 • Investment advice • New York
Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 65% of the number of the outstanding Public Warrants and from at least 65% of the number of the outstanding Private Warrants (which is the minimum number required to amend that certain Amended and Restated Warrant Agreement, dated as of January 3, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted. To the extent we receive the Consents of less than 65% for either the Public Warrants or Private Warr
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • January 9th, 2023 • Alvarium Tiedemann Holdings, Inc. • Investment advice • New York
This Amended and Restated Warrant Agreement (this “Agreement”) made as of January 3, 2023 is by and between Alvarium Tiedemann Holdings, Inc., a Delaware corporation, with offices at 520 Madison Ave., 21st Floor, New York, NY 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004 (the “Warrant Agent”).
LETTER AGREEMENTLetter Agreement • March 1st, 2021 • Cartesian Growth Corp • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-third of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein
Cartesian Growth Corporation PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman IslandsCartesian Growth Corp • February 5th, 2021 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 7,187,500 Class B ordinary shares (the “Founder Shares”) of par value $0.0001 per share, up to 937,500 of which Founder Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the initial public offering (“IPO”) of Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B ordinary shares of the Company, including the Founder Shares, and the Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (the “Articles”), the Founders Shares will automatically convert into Class A Ordinary Shares, upon the terms and conditions set for
INVESTMENT AGREEMENT dated as of February 22, 2024 by and between ALTI GLOBAL, INC. and CWC ALTI INVESTOR LLCInvestment Agreement • February 23rd, 2024 • AlTi Global, Inc. • Investment advice • Delaware
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EXHIBIT A $250,000,000 Senior Secured Credit Facility Credit Agreement dated as of January 3, 2023, among ALTI Global Holdings, LLC, the Guarantors from time to time parties hereto, the Lenders from time to time parties hereto, and BMO Bank N.A., as...Credit Agreement • February 23rd, 2024 • AlTi Global, Inc. • Investment advice • New York
This Credit Agreement is entered into as of January 3, 2023, by and among ALTI Global Holdings, LLC (f/k/a Alvarium Tiedemann Holdings, LLC), a Delaware limited liability company (the “Borrower”), ALTI Global Capital, LLC (f/k/a Alvarium Tiedemann Capital, LLC), ALTI Global Topco Limited (f/k/a Alvarium Topco Limited) and the direct and indirect Subsidiaries of Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), a national banking association, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings ascribed thereto in Section 1.1.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALVARIUM TIEDEMANN CAPITAL, LLC a Delaware limited liability company Dated as of January 3, 2023Limited Liability Company Agreement • January 27th, 2023 • Alvarium Tiedemann Holdings, Inc. • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (together with the Exhibits and Schedules attached hereto and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), of Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of the Effective Date (as defined below), by its Members (as defined below) and Alvarium Tiedemann Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Corporation”).
EXECUTIVE EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTEmployment and Restrictive Covenant Agreement • January 9th, 2023 • Alvarium Tiedemann Holdings, Inc. • Investment advice
THIS EXECUTIVE EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2023 by and among Alvarium Tiedemann Holdings, Inc. (“Holdings”), Tiedemann Advisors, LLC (“TA” and together with Holdings, the “Company”), and Kevin Moran (“Executive”), and will be effective as of the Closing Date (as defined in BCA (as further defined below)) (the “Effective Date”). Notwithstanding anything to the contrary herein, if the Transactions (as defined below) are not consummated for any or no reason, such that the Transactions do not close, this Agreement shall be null and void ab initio.
SUPPLEMENTAL SERIES A PREFERRED STOCK INVESTMENT AGREEMENTSupplemental Series a Preferred Stock • February 23rd, 2024 • AlTi Global, Inc. • Investment advice
SUPPLEMENTAL SERIES A PREFERRED STOCK INVESTMENT AGREEMENT, dated as of February 22, 2024 (this “Agreement”), by and between AlTi Global, Inc., a Delaware corporation (the “Company”), and Allianz Strategic Investments S.à.r.l., a Luxembourg private limited liability company (“Purchaser”).
ALTI GLOBAL, INC. INVESTOR RIGHTS AGREEMENT Dated as of [●], 2024Rights Agreement • February 23rd, 2024 • AlTi Global, Inc. • Investment advice • Delaware
THIS INVESTOR RIGHTS AGREEMENT, dated as of [●], 2024, is entered into between AlTi Global, Inc., a Delaware Corporation (the “Company”), and CWC AlTi Investor LLC, a Delaware limited liability company (the “Holder”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 1st, 2021 • Cartesian Growth Corp • Blank checks • New York
VOTING AGREEMENTVoting Agreement • February 23rd, 2024 • AlTi Global, Inc. • Investment advice • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of [] [], 2024, is entered into by and between Allianz Strategic Investments S.à.r.l., a Luxembourg private limited liability company (“Purchaser”) and the undersigned stockholder (each, a “Stockholder” and collectively, the “Stockholders” and, together with Purchaser, each a “Party” and collectively, the “Parties”) of AlTi Global, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Investment Agreement, dated as of February 22, 2024 (as amended, supplemented or otherwise modified from time to time, the “Investment Agreement”), by and between the Company and Purchaser.
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • January 9th, 2023 • Alvarium Tiedemann Holdings, Inc. • Investment advice • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of January 3, 2023, is made and entered into by and among Cartesian Growth Corporation, a Delaware corporation (the “Company”), CGC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Elias Diaz Sese, Bertrand Grabowski and Daniel Karp (the “Director Holders”), and certain parties set forth on Schedule 1 hereto (collectively, the “Target Holders” and, collectively with the Sponsor and the Director Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.11 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
ALTI GLOBAL, INC. INVESTOR RIGHTS AGREEMENT Dated as of [], 2024AlTi Global, Inc. • February 23rd, 2024 • Investment advice • Delaware
THIS INVESTOR RIGHTS AGREEMENT, dated as of [], 2024, is entered into between AlTi Global, Inc., a Delaware Corporation (the “Company”), and Allianz Strategic Investments S.à.r.l., a Luxembourg private limited liability company (the “Holder”).
Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ALTI GLOBAL, INC., ALTI GLOBAL WEALTH MANAGEMENT HOLDINGS LIMITED, EAST END ADVISORS, LLC, EEA HOLDING COMPANY, LLC, AND, SOLELY FOR THE LIMITED PURPOSES SET FORTH THEREIN, DAVID...Membership Interest Purchase Agreement • April 1st, 2024 • AlTi Global, Inc. • Investment advice
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 23rd, 2021 • Cartesian Growth Corp • Blank checks • Delaware
This Investor Rights Agreement (this “Agreement”) is made as of _________________, 202__ by and between, on the one hand, Cartesian Growth Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), and IlWaddi Cayman Holdings (the “Shareholder”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement (as defined below).
RECYCLING COMMITMENT AGREEMENTRecycling Commitment Agreement • September 23rd, 2021 • Cartesian Growth Corp • Blank checks • New York
This Recycling Commitment Agreement (this “Agreement”) is made as of September 19, 2021, by and between CGC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and Cartesian Growth Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (whose name is expected to change to Alvarium Tiedemann Capital, Inc. and whose jurisdiction of registration will be changed from the Cayman Islands to the State of Delaware pursuant to a domestication upon the closing of the Transaction (as defined below)) (the “Company”).
AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 13th, 2022 • Cartesian Growth Corp • Investment advice • New York
This AMENDMENT NO. 2 (this “Amendment”), dated as of May 13, 2022, to the Business Combination Agreement, dated as of September 19, 2021, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of February 11, 2022 (as amended, the “Business Combination Agreement”), is by and among Cartesian Growth Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub” and, together with SPAC, the “Cartesian Entities”), Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Companies” each a “Company”), and Alvarium Tie
ALTI GLOBAL, INC. INVESTOR RIGHTS AGREEMENT Dated as of March 27, 2024Investor Rights Agreement • March 27th, 2024 • AlTi Global, Inc. • Investment advice • Delaware
Exchange AgreementExchange Agreement • September 23rd, 2021 • Cartesian Growth Corp • Blank checks • New York
This Exchange Agreement (this “Agreement”) is executed and delivered as a Deed as of September 19, 2021, by and among Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company”), Alvarium Investments Limited, an English private limited company (“Alvarium”), and the holders of shares set forth on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”).
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 11th, 2022 • Cartesian Growth Corp • Blank checks • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of February 11, 2022, to the Business Combination Agreement, dated as of September 19, 2021 (as amended, the “Business Combination Agreement”), is by and among Cartesian Growth Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub” and, together with SPAC, the “Cartesian Entities”), Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Companies” each a “Company”), and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”). Each of the Cartesian E
WARRANT AMENDMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • June 7th, 2023 • AlTi Global, Inc. • Investment advice • New York
This Amendment (this “Amendment”) is made as of June 7, 2023, by and between AlTi Global, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Amended and Restated Warrant Agreement, dated as of January 3, 2023, between the Company (f/k/a Cartesian Growth Corporation (“SPAC”) and the Warrant Agent (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
AMENDMENT NO. 3 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 8th, 2022 • Cartesian Growth Corp • Investment advice • New York
This AMENDMENT NO. 3 (this “Amendment”), dated as of August 8, 2022, to the Business Combination Agreement, dated as of September 19, 2021, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of February 11, 2022 and Amendment No. 2 to the Business Combination Agreement, dated as of May 13, 2022 (as amended, the “Business Combination Agreement”), is by and among Cartesian Growth Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub” and, together with SPAC, the “Cartesian Entities”), Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, togeth
CONFIDENTIALSeparation and Release Agreement • July 14th, 2023 • AlTi Global, Inc. • Investment advice
This separation and release agreement (this “Agreement”) sets forth the agreement reached concerning your separation from employment with Tiedemann Advisors, LLC (“Tiedemann”) (Tiedemann and all its parents and direct and indirect subsidiaries and affiliates are collectively referred to herein as the “Company”). It is the intention of you and the Company, by signing below, to settle fully and finally all differences or potential differences between you and it, including all differences or potential differences that arise out of or related to your employment or the separation of your employment with the Company. This Agreement supersedes and replaces any proposal predating the offer of this Agreement.
TAX RECEIVABLE AGREEMENT among ALVARIUM TIEDEMANN HOLDINGS, INC. ALVARIUM TIEDEMANN CAPITAL, LLC and THE PERSONS NAMED HEREIN Dated as of January 3, 2023Tax Receivable Agreement • January 9th, 2023 • Alvarium Tiedemann Holdings, Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 3, 2023, is hereby entered into by and among Alvarium Tiedemann Holdings, Inc., a Delaware corporation (the “Purchaser”) Alvarium Tiedemann Capital, LLC (“Umbrella”) and each of the other persons from time to time party hereto (the “Sellers”).
