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
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”).
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.
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
