SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2023 • SpringBig Holdings, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2023, between SpringBig Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2021, is made and entered into by and among Tuatara Capital Acquisition Corporation, a Cayman Island exempted company (the “Company”), and TCAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Tuatara Capital Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • February 17th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 11, 2021, by and among Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Albert Foreman (“Indemnitee”).
SERIES B COMMON STOCK PURCHASE WARRANT SPRINGBIG HOLDINGS, INC.Warrant Agreement • May 15th, 2023 • SpringBig Holdings, Inc. • Services-computer programming services • New York
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SpringBig Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject t
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SPRINGBIG HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • May 15th, 2023 • SpringBig Holdings, Inc. • Services-computer programming services • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from SpringBig Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SPRINGBIG HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2023Warrant Agency Agreement • May 15th, 2023 • SpringBig Holdings, Inc. • Services-computer programming services • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2023 (“Agreement”), by and between SpringBig Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York limited purpose trust company (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 25th, 2023 • SpringBig Holdings, Inc. • Services-computer programming services • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 4th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Tuatara Capital Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SPRINGBIG HOLDINGS, INC.Placement Agent Common Stock Purchase Warrant • May 15th, 2023 • SpringBig Holdings, Inc. • Services-computer programming services • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SpringBig Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Placement Agency Agreement, dated as of _____, 2023, by and between the Company and Roth Capital Partners, LLC.
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 17th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 11, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and TCAC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2022 • Tuatara Capital Acquisition Corp • Services-computer programming services • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2022, between Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and the purchasers identified on the signature page hereto (including its successors and assigns, each a “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2020 • Tuatara Capital Acquisition Corp • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of February 10, 2020, is made and entered into by and between Tuatara Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TCAC Sponsor, LLC, a Delaware limited liability company (the “Buyer”).
Certain confidential information contained in this document, marked by [***], has been omitted because the Tuatara Capital Acquisition Corporation (the “Company”) has determined that the information (i) is not material and (ii) contains personal...Common Stock Purchase Agreement • May 2nd, 2022 • Tuatara Capital Acquisition Corp • Services-computer programming services • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of April 29, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Tuatara Capital Acquisition Corporation, a Cayman Islands corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by any Fundamental Transaction (as defined below), but only from and after the closing of such Fundamental Transaction, including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by the Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”), dated as of November 8, 2021, by and among the Company, HighJump Merger Sub, Inc. and SpringBig, Inc., such transactions being referred to herein as the “Merger.”
Tuatara Capital Acquisition Corporation 655 Third Avenue, 8th Floor New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 4th, 2021 • Tuatara Capital Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and BMO Capital Markets Corp. (together, the “Representatives”), as the representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each 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, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in
WARRANT AGREEMENT between TUATARA CAPITAL ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 17th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 11, 2021, is by and between Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
TUATARA CAPITAL ACQUISITION CORPORATION 17,500,000 Units Underwriting AgreementUnderwriting Agreement • February 17th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 17,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 2,625,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2022 • Tuatara Capital Acquisition Corp • Services-computer programming services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Tuatara Capital Acquisition Corporation, a Cayman Islands corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by any Fundamental Transaction (as defined below), but only from and after the closing of such Fundamental Transaction, including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by the Agreement and Plan of Merger, dated as of November 8, 2021, by and among the Company, HighJump Merger Sub, Inc. and SpringBig, Inc., such transactions being referred to herein as the “Merger.”
TUATARA CAPITAL ACQUISITION CORPORATION 15,000,000 Units Underwriting AgreementUnderwriting Agreement • February 4th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 15,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 2,250,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [●], a Delaware corporation (the “Company”), TCAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the other undersigned parties listed under Holders on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [●] day of [●] 2021, by and between Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
Tuatara Capital Acquisition Corporation 655 Third Avenue, 8th Floor New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 17th, 2021 • Tuatara Capital Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and BMO Capital Markets Corp. (together, the “Representatives”), as the representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each 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, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2022 • SpringBig Holdings, Inc. • Services-computer programming services • Florida
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 14, 2022, by and among SpringBig Holdings, Inc. (the “Company”), and each Person defined on the signature pages hereto (together with their respective successors and assigns, each an “Investor”).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • June 21st, 2022 • SpringBig Holdings, Inc. • Services-computer programming services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the holder identified on the signature page hereto, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from SpringBig Holdings, Inc., a Delaware corporation (the “Company”), to 586,980 shares of Common Stock (subject to adjustment hereunder, (the “Warrant Shares”) at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter.
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of January 23, 2024, by and among SpringBig Holdings, Inc. (the “Company”), and each Person defined on the signature pages hereto (together with their...Registration Rights Agreement • January 24th, 2024 • SpringBig Holdings, Inc. • Services-computer programming services • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 21st, 2022 • SpringBig Holdings, Inc. • Services-computer programming services • Florida
This Executive Employment Agreement (“Agreement”) is dated as of this 8th day of November, 2021 by and between SpringBig, Inc., a Delaware corporation with its principal place of business at 621 NW 53rd St, Suite 260, Boca Raton, FL 33487 (“SpringBig” or the “Company”), and Jeffrey Harris, a Florida resident (“Executive”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among TUATARA CAPITAL ACQUISITION CORPORATION, HIGHJUMP MERGER SUB, INC. and SPRINGBIG, INC. dated as of April 14, 2022Agreement and Plan of Merger • April 19th, 2022 • Tuatara Capital Acquisition Corp • Services-computer programming services • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2022, is entered into by and among Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (“Tuatara”), HighJump Merger Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of Tuatara (“Merger Sub”) and SpringBig, Inc., a Delaware corporation (the “Company”). Tuatara, Merger Sub and the Company are referred to herein as the “Parties”.
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • February 17th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and among Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
Re: Amendment to Sponsor Letter AgreementSponsor Letter Agreement • April 19th, 2022 • Tuatara Capital Acquisition Corp • Services-computer programming services
Reference is made to (i) that certain letter agreement, dated as of November 8, 2021 (the “Sponsor Letter Agreement”), by and among TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tautara Capital Acquisition Corporation, a Cayman Islands exempted company (including any successor entity thereto, including upon the Domestication, “Tuatara”) and SpringBig, Inc., a Delaware corporation (the “Company”) and (ii) that certain Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2022 (as amended, the “A&R Merger Agreement”) by and among Tuatara, HighJump Merger Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of Tuatara (“Merger Sub”) and the Company. Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Sponsor Letter Agreement.
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,...Note Agreement • January 24th, 2024 • SpringBig Holdings, Inc. • Services-computer programming services • New York
Re: Sponsor Letter AgreementSponsor Letter Agreement • November 9th, 2021 • Tuatara Capital Acquisition Corp • Blank checks
Reference is made to that certain Agreement and Plan of Merger, dated as of November 8, 2021 (as amended, the “Merger Agreement”) by and among Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (including any successor entity thereto, including upon the Domestication (as defined in the Merger Agreement), “Tuatara”), HighJump Merger Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of Tuatara (“Merger Sub”) and SpringBig, Inc., a Delaware corporation (the “Company”). Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Merger Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2022 • SpringBig Holdings, Inc. • Services-computer programming services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 16, 2022, is made and entered into by and among SpringBig Holdings, Inc., a Delaware corporation, formerly known as Tuatara Capital Acquisition Corporation (the “Company”), TCAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the other undersigned parties listed under Holders on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”).
THIRD AMENDMENTSecurities Purchase Agreement • May 25th, 2023 • SpringBig Holdings, Inc. • Services-computer programming services
This Third Amendment (the “Amendment”), dated as of May 24, 2023, is hereby made and entered into by and among SpringBig Holdings, Inc., a Delaware corporation (the “Maker”), and L1 Capital Global Opportunities Master Fund, a Cayman Islands business organization (“Holder”).
Agreement for the Purchase and Sale of Future Receipts Seller's Legal Name: SPRINGBIG INC. DIBIA: SPRINGBIG INC. Form of Business Entity: [] Corporation; [] Limited Liability Company; [] Partnership; [] Limited Partnership; [] Limited Liability...Purchase and Sale of Future Receipts • November 13th, 2023 • SpringBig Holdings, Inc. • Services-computer programming services
Tuatara Capital Acquisition CorporationOffice Space and Administrative Services Agreement • February 4th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
This letter 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 Tuatara Capital Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TCAC Sponsor, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 655 Third Avenue, 8th Floor, New York, New York 10017. In exchange therefore, the Company shall pay TCAC Sponsor, LLC up to $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
