Exhibit 10.1
AMENDMENT NO. 1
TO THE
SPONSOR SUPPORT AGREEMENT
This AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2022, to the Sponsor Support Agreement, dated as of September 19, 2021 (as amended, the “Sponsor Support Agreement”), is by and among CGC Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”), Cartesian Growth Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), and Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, each, a “Company” and, collectively, the “Companies”). Sponsor, SPAC and the Companies shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Sponsor Support Agreement.
WHEREAS, the Parties desire to amend the Sponsor Support Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I
AMENDMENT TO THE SPONSOR SUPPORT AGREEMENT
1. Amend and Restate the Third WHEREAS Clause. The third WHEREAS clause of the Sponsor Support Agreement is hereby amended and restated in its entirety to read as follows:
“WHEREAS, at the Closing, pursuant to, and in accordance with, the (a) SPAC Articles, SPAC shall convert, or shall cause CST to convert, each SPAC Class B Ordinary Share issued and outstanding immediately prior to Closing to one (1) SPAC Class A Ordinary Share (the “SPAC Class B Conversion”) and (b) Domestication, each SPAC Class A Ordinary Share outstanding immediately prior to the Domestication will be converted into one (1) share of SPAC Class A Common Stock, such that following the SPAC Class B Conversion and the Domestication, Sponsor will own beneficially and of record 8,550,000 shares of SPAC Class A Common Stock (the “Sponsor Class A Shares”), of which an amount of Sponsor Class A Shares equal to (x) the product of (i) 15% and (ii) (A) 8,550,000 minus (B) the number of Sponsor Redemption Shares that have been required to be forfeited pursuant to Section 3 at the relevant time minus (y) 210,000 (the “Sponsor Earn-Out Shares”) will be subject to forfeiture pursuant to Section 2 of this Agreement;”
