REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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 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.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 4th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 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”).
Tuatara Capital Acquisition Corporation 655 Third Avenue, 8th Floor New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Letter 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 4th, 2021 • Tuatara Capital Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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 15,000,000 Units Underwriting AgreementTuatara Capital Acquisition Corp • February 4th, 2021 • 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.”
Tuatara Capital Acquisition CorporationTuatara Capital Acquisition Corp • February 4th, 2021 • 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.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 4th, 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”), Tuatara Capital Fund II (“Fund II”) and [ ] (“Indemnitee”).
