REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2021 • Tio Tech A • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 7, 2021, is made and entered into by and among Tio Tech A, a Cayman Islands exempted company (the “Company”), Lindentor 1055. V V GmbH (to be renamed Tio Tech SPAC Holdings GmbH), a German limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
30,000,000 Units Tio Tech A UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2021 • Tio Tech A • Blank checks • New York
Tio Tech A, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the “Public Units” or the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plur
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 12th, 2021 • Tio Tech A • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 7, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tio Tech A, a Cayman Islands exempted company (the “Company”), and Lindentor 1055. V V GmbH (to be renamed Tio Tech SPAC Holdings GmbH), a German limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • April 12th, 2021 • Tio Tech A • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 7, 2021, is by and between Tio Tech A, 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”, and also referred to herein as the “Transfer Agent”).
Tio Tech A Unter den Linden 21 10117 Berlin Germany Re: Initial Public Offering Ladies and Gentlemen:Tio Tech A • April 12th, 2021 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tio Tech A, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 12th, 2021 • Tio Tech A • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 7, 2021 by and between Tio Tech A, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TIO TECH A Unter den Linden 21 10117 Berlin GermanyLetter Agreement • April 12th, 2021 • Tio Tech A • Blank checks • New York
This letter agreement (this “Agreement”) by and between Tio Tech A (the “Company”) and Lindentor 1055. V V GmbH (to be renamed Tio Tech SPAC Holdings GmbH) (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
