Twelve Seas Investment Company IV TMT 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2022 • Twelve Seas Investment Co IV TMT • Blank checks • New York
Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you are acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Firm Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Underwritten 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 plural as the context requires. Certain capitalized terms used in this Agreemen
FORM OF WARRANT AGREEMENTWarrant Agreement • March 25th, 2022 • Twelve Seas Investment Co IV TMT • Blank checks • New York
Twelve Seas Investment Company IV TMT 777 Brickell Avenue, Suite 1270 Miami, FL 33131Securities Subscription Agreement • December 6th, 2021 • Twelve Seas Investment Co IV TMT • Blank checks • New York
This agreement (the “Agreement”) is entered into on April 20, 2021 by and between Twelve Seas Sponsor IV TMT LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2022 • Twelve Seas Investment Co IV TMT • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___, 2022, is made and entered into by and among Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”), Twelve Seas Sponsor IV TMT LLC, a Delaware limited liability company (the “Sponsor”), Mizuho Securities USA LLC (“Mizuho”) and the undersigned parties listed on the signature page hereto (the Sponsor, Mizuho and such parties and, together with 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”).
Twelve Seas Investment Company IV TMT 1450 Brickell Avenue, Suite 2600 Miami, Florida 33131Underwriting Agreement • December 6th, 2021 • Twelve Seas Investment Co IV TMT • 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 Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”), and Mizuho Securities USA LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursu
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 6th, 2021 • Twelve Seas Investment Co IV TMT • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 2021, by and between Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2022 • Twelve Seas Investment Co IV TMT • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Twelve Seas Investment Company IV TMT (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 6th, 2021 • Twelve Seas Investment Co IV TMT • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Twelve Seas Investment Company IV TMT (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [l], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 6th, 2021 • Twelve Seas Investment Co IV TMT • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of _______, 2021, by and between Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”), and Mizuho Securities USA LLC (the “Subscriber”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 6th, 2021 • Twelve Seas Investment Co IV TMT • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of________, 2021, by and between Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”), having its principal place of business at 1450 Brickell Avenue, Suite 2600, Miami, FL 33131, and Twelve Seas Sponsor IV TMT LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1450 Brickell Avenue, Suite 2600, Miami, FL 33131.
Surrender of Shares and Amendment No. 1 to the Securities Subscription AgreementSurrender of Shares and Amendment No. 1 to the Securities Subscription Agreement • December 6th, 2021 • Twelve Seas Investment Co IV TMT • Blank checks • New York
This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated September 30, 2021 (this “Agreement”), is made by and between Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”), and Twelve Seas Sponsor IV TMT LLC, a Delaware limited liability company (the “Subscriber”).
Twelve Seas Investment Company IV TMT 1450 Brickell Avenue, Suite 2600 Miami, FL 33131Administrative Support Agreement • December 6th, 2021 • Twelve Seas Investment Co IV TMT • Blank checks • New York
This letter agreement by and between Twelve Seas Investment Company IV TMT (the “Company”) and Twelve Seas Capital, Inc. (“Twelve Capital”), 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 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”):
Twelve Seas Investment Company IV TMT 1450 Brickell Avenue, Suite 2600 Miami, Florida 33131Underwriting Agreement • March 25th, 2022 • Twelve Seas Investment Co IV TMT • 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 Twelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”), and Mizuho Securities USA LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursu
