REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2021 • Tiga Acquisition Corp. III • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Tiga Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Tiga Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (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”).
Tiga Acquisition Corp. IIISecurities Subscription Agreement • February 26th, 2021 • Tiga Acquisition Corp. III • New York
This agreement (the “Agreement”) is entered into on February 11, 2021 by and between Tiga Sponsor III LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Tiga Acquisition Corp. III, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriter(s) of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 26th, 2021 • Tiga Acquisition Corp. III • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tiga Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Tiga Sponsor III LLC, a Cayman Islands exempted company (the “Sponsor” or the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • February 26th, 2021 • Tiga Acquisition Corp. III • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Tiga Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and [•] (the “Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 26th, 2021 • Tiga Acquisition Corp. III • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, by and between Tiga Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Tiga Sponsor III LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2021 • Tiga Acquisition Corp. III • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Tiga Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT between TIGA ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • February 26th, 2021 • Tiga Acquisition Corp. III • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is entered into by and between Tiga Acquisition Corp. III, 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”).
TIGA ACQUISITION CORP. III 250 North Bridge Road #24-00, Raffles City Tower Singapore 179101 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue, New York, N.Y. 10010-3629 GOLDMAN SACHS (ASIA) L.L.C. 68/F, Cheung Kong Center Re: Initial Public...Underwriting Agreement • February 26th, 2021 • Tiga Acquisition Corp. III • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tiga Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia) L.L.C., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-quarter of one warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
TIGA ACQUISITION CORP. IIIOverhead Expense Agreement • February 26th, 2021 • Tiga Acquisition Corp. III • New York
