AGREEMENT AND PLAN OF MERGER by and among TIGA ACQUISITION CORP., TIGA MERGER SUB LLC, and GRINDR GROUP LLC dated as of May 9 , 2022Merger Agreement • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of May 9 , 2022 (this “Agreement”), is made and entered into by and among Tiga Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Tiga Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Grindr Group LLC, a Delaware limited liability company (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among (i) Grindr Inc., a Delaware corporation (the “Company”), formerly known as Tiga Acquisition Corp., a Cayman Islands exempted company (“Tiga”), (ii) Tiga Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), (iii) the undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder”, an “Existing Holder” and, collectively, the “Existing Holders”) and (iv) the undersigned parties who are listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder”, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks • New York
This amended and restated Forward Purchase Agreement (this “Agreement”) is entered into as of May 9, 2022, by and between Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Tiga Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”), and amends and restates in its entirety that certain Forward Purchase Agreement (the “Original Agreement”), dated as of November 23, 2020, by and between the Company and the Purchaser. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of the date of this Agreement, by and among the Company, Tiga Merger Sub LLC, a Delaware limited liability company and direct wholly owned Subsidiary of the Company (“Merger Sub”), and Grindr Group LLC, a Delaware limited liability company (the “Merger Agreement”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 9, 2022, by and among Grindr Group LLC, a Delaware limited liability company (the “Company”), Tiga Acquisition Corp. (“Acquiror”), a Cayman Islands exempted company (which shall redomesticate as a Delaware corporation pursuant to the terms of the Merger Agreement (as defined below)), Tiga Merger Sub LLC (“Merger Sub”), a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror, the undersigned, a shareholder of Acquiror (the “Sponsor”) and each of the individuals party to this Agreement, each of whom is a member of the board of directors of Acquiror (such individuals, together with the Sponsor, each a “Shareholder” and, collectively the “Shareholders”). Each of the Company, Acquiror, Merger Sub and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined herein shall
UNITHOLDER SUPPORT AGREEMENTUnitholder Support Agreement • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks
UNITHOLDER SUPPORT AGREEMENT, dated as of [●], 2022 (this “Agreement”), by and among Tiga Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Tiga Merger Sub LLC (“Merger Sub”), a Delaware limited liability company and wholly owned subsidiary of Acquiror, Grindr Group LLC, a Delaware limited liability company (the “Company”) and certain unitholders of the Company, whose names appear on the signature pages of this Agreement (each, a “Unitholder” and, collectively, the “Unitholders”).
