Exhibit 10.1


 


Execution Version


 


MEMBER SUPPORT AGREEMENT


 


This MEMBER SUPPORT
AGREEMENT is made and entered into as of September 19, 2021 (this “Agreement”), by and among 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, together with TWMH, each a “Company” and collectively the “Companies”),
certain members of TWMH whose names appear on the signature pages of this Agreement (the “TWMH Members”), certain members
of TIG GP whose names appear on the signature pages of this Agreement (the “TIG GP Members”) and certain members of
TIG MGMT whose names appear on the signature pages of this Agreement (the “TIG MGMT Members” and, together with the
TWMH Members and the TIG GP Members, each a “Member” and, collectively, the “Members”).


 


WHEREAS, SPAC, Rook
MS LLC, a Delaware limited liability company (“Umbrella Merger Sub”), Alvarium Investments Limited, an English private
limited Company (“Alvarium”), the Companies, and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company
(“Umbrella”), propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated
as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to
them in the BCA); and


 


WHEREAS, as of the date
hereof, (a) the TWMH Member owns the TWMH Interests set forth opposite his name on Exhibit A hereto, (b) each TIG GP Member owns
the TIG GP Interests set forth opposite such TIG GP Member’s name on Exhibit B hereto, and (c) each TIG MGMT Member owns
the TIG MGMT Interests set forth opposite such TIG MGMT Member’s name on Exhibit C hereto (all such TWMH Interests, TIG GP
Interests and TIG MGMT Interests and any TWMH Interests, TIG GP Interests and TIG MGMT Interests of which ownership is hereafter acquired
by the Members prior to the termination of this Agreement being referred to herein as the “Interests”).


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:


 


1. Binding
Effect of Business Combination Agreement; Agreement to Vote; Reorganization.


 


(a) Each
Member hereby acknowledges that it has read the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors
with respect hereto and thereto prior to executing this Agreement.


 






     


     


    

 


(b) The TWMH
Member, by this Agreement, with respect to his TWMH Interests, hereby agrees to vote, at any meeting of the TWMH Members, and in any
action by written consent of the TWMH Members, all of the TWMH Interests held by the TWMH Member at such time (i) in favor of the
approval and adoption of the BCA and the Transactions (including the Reorganization and the Umbrella Merger); (ii) in favor of any
other matter reasonably necessary to the consummation of the Transactions and considered and voted upon by the TWMH Members; (iii)
in favor of any proposal to adjourn a meeting of the TWMH Members at which there is a proposal to adopt and approve the BCA if there
are not sufficient votes to adopt the proposals described in clause (i) above or if there are not sufficient Interests present in
person or represented by proxy to constitute a quorum; and (iv) against any action, agreement or transaction or proposal that would
result in a breach of any covenant, representation or warranty or any other obligation or agreement of TWMH under the BCA or that
would reasonably be expected to result in the failure of the Transactions from being consummated. Immediately prior to the execution
and delivery of the BCA by the parties thereto, the TWMH Member has executed and delivered to TWMH the TWMH Members Written Consent
which shall, pursuant to, and in accordance with, the BCA, be delivered by TWMH to SPAC immediately following the execution and
delivery of the BCA. The TWMH Member acknowledges receipt and review of a copy of the BCA.


 


(c) Each TIG GP
Member, by this Agreement, with respect to his or its TIG GP Interests, severally and not jointly, hereby agrees to vote, at any
meeting of the TIG GP Members, and in any action by written consent of the TIG GP Members, all of the TIG GP Interests held by such
TIG GP Member at such time (i) in favor of the approval and adoption of the BCA and the Transactions (including the Reorganization
and the Umbrella Merger), (ii) in favor of any other matter reasonably necessary to the consummation of the Transactions and
considered and voted upon by the TIG GP Members; (iii) in favor of any proposal to adjourn a meeting of the TIG GP Members at which
there is a proposal to adopt and approve the BCA if there are not sufficient votes to adopt the proposals described in clause (i)
above or if there are not sufficient Interests present in person or represented by proxy to constitute a quorum; and (iv) against
any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of TIG GP under the BCA or that would reasonably be expected to result in the failure of the
Transactions from being consummated. Immediately prior to the execution and delivery of the BCA by the parties thereto, each TIG GP
Member has executed and delivered to TIG GP the TIG GP Members Written Consent which shall, pursuant to, and in accordance with, the
BCA, be delivered by TIG GP to SPAC immediately following the execution and delivery of the BCA. Each TIG GP Member acknowledges
receipt and review of a copy of the BCA.Each TIG MGMT Member, by this Agreement, with respect to his or its TIG MGMT Interests,
severally and not jointly, hereby agrees to vote, at any meeting of the TIG MGMT Members, and in any action by written consent of
the TIG MGMT Members, all of the TIG MGMT Interests held by such TIG MGMT Member at such time (i) in favor of the approval and
adoption of the BCA and the Transactions (including the Reorganization and the Umbrella Merger), (ii) in favor of any other matter
reasonably necessary to the consummation of the Transactions and considered and voted upon by the TIG MGMT Members, (iii) in favor
of any proposal to adjourn a meeting of the TIG MGMT Members at which there is a proposal to adopt and approve the BCA if there are
not sufficient votes to adopt the proposals described in clause (i) above or if there are not sufficient Interests present in person
or represented by proxy to constitute a quorum; and (iv) against any action, agreement or transaction or proposal that would result
in a breach of any covenant, representation or warranty or any other obligation or agreement of TIG MGMT under the BCA or that would
reasonably be expected to result in the failure of the Transactions from being consummated. Immediately prior to the execution and
delivery of the BCA by the parties thereto, each TIG MGMT Member has executed and deliver to TIG MGMT the TIG MGMT Members Written
Consent which shall, pursuant to, and in accordance with, the BCA, be delivered by TIG MGMT to SPAC immediately following the
execution and delivery of the BCA. Each TIG MGMT Member acknowledges receipt and review of a copy of the BCA.


 






    2


     


    

 


(d) Each
Member hereby agrees that it shall not enter into any commitment, agreement, understanding, or similar arrangement to vote or give voting
instructions or express consent or dissent in writing in any manner inconsistent with the foregoing (an “Inconsistent Agreement”).


 


(e) Each
Member, severally and not jointly, agrees to take any and all actions, and to execute and deliver any and all documents and agreements,
deemed necessary or appropriate by any of SPAC or the Companies in order to implement the Reorganization on a timely basis and as contemplated
by the BCA, including pursuant to, and in accordance with, the Reorganization Plan set forth on Exhibit D to the BCA.


 


2. Transfer
of Interests. Each Member, severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign, transfer
(including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Interests or otherwise agree to do any of the
foregoing, except for a sale, assignment or transfer pursuant to the BCA, (b) deposit any Interests into a voting trust or enter into
a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement,
or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale,
assignment, transfer (including by operation of law) or other disposition of any Interests or (d) take any action that would have the
effect of preventing or disabling the Member from performing its obligations hereunder.


 


3. No Solicitation of
Transactions. Each Member, severally and not jointly, agrees not to, directly or indirectly, through any officer, director,
representative, agent or otherwise, (a) initiate, solicit, facilitate or encourage (including by way of furnishing non-public
information), directly or indirectly, whether publicly or otherwise, any inquiries, offers or proposals with respect to, or the
making of, any Company Acquisition Proposal (or that would reasonably be expected to encourage or lead to a Company Acquisition
Proposal), (b) engage in any negotiations or discussions concerning, or provide access to or furnish non-public information
regarding, a Company’s or any Company Subsidiary’s properties, assets, personnel, books or records or any Confidential
Information or data to, any person relating to a Company Acquisition Proposal (or that would reasonably be expected encourage or
lead to a Company Acquisition Proposal), (c) enter into, engage in or maintain discussions or negotiations with respect to any
Company Acquisition Proposal (or inquiries, proposals or offers or other communications that would reasonably be expected to
encourage or lead to any Company Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate any
such inquiries, proposals, offers, efforts, discussions or negotiations, (d) approve, endorse or recommend, or propose publicly to
approve, endorse or recommend, any Company Acquisition Proposal, (e) approve, endorse, recommend, execute or enter into any
agreement, arrangement or understanding, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger
agreement, business combination agreement, transaction agreement, option agreement, joint venture agreement, partnership agreement
or other written arrangement relating to any Company Acquisition Proposal or any proposal or offer that could reasonably be expected
to lead to a Company Acquisition Proposal, or (f) resolve or agree to do any of the foregoing actions or otherwise authorize or
permit any of its representatives to take any such action. Each Member shall, and shall instruct and cause its representatives and
agents to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any parties (other than
the parties to the BCA and their respective representatives) in connection with a Company Acquisition Proposal (other than the
Transactions) and each Member acknowledges that any action taken by it or any representative of it inconsistent with the
restrictions set forth in this Section 3, whether or not such representative is purporting to act on the such Member’s
behalf, shall be deemed to constitute a breach of this Section 3 by such Member.


 






    3


     


    

 


4. New
Interests. If (a) any Companies’ interests are issued to a Member after the date of this Agreement pursuant to any recapitalization,
reclassification, combination, or exchange of Interests or otherwise, (b) a Member purchases, is granted, or otherwise acquires record
and/or beneficial ownership of any Companies’ interests after the date of this Agreement, or (c) a Member acquires the right to
vote or share in the voting (including, without limitation, by proxy or power of attorney) of any Companies’ interests after the
date of this Agreement (collectively, “New Interests”), then such New Interests shall constitute Interests and shall be subject
to the terms of this Agreement to the same extent as if they constituted the Interests owned or controlled by such Member as of the date
hereof.


 


5. Further
Assurances. Each Member shall take, or cause to be taken, all such further actions and do, or cause to be done, all things, including,
but not limited to, execution of all such proper agreements, deeds, assignments, assurances and other instruments, reasonably necessary
(including under applicable Laws) to effect the actions required to consummate the Umbrella Merger and the other transactions contemplated
by this Agreement and the BCA, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.


 


6. No
Challenges. Each Member agrees not to, and shall direct its Representatives not to, bring, commence, institute, maintain, voluntarily
aid, join in, facilitate, assist or encourage, and agrees to take all actions necessary to, and to direct its Representatives to, opt
out of any class in any class action with respect to, any claim, derivative or otherwise, against SPAC, Merger Sub, any of the Companies
or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision
of this Agreement; or (b) alleging a breach of any fiduciary duty of any person (or that such person may be alleged to have, including
to any of the Companies or any other holder of Interests) in connection with the evaluation, negotiation or entry into the BCA or this
Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit such Member from enforcing such Member’s rights
under this Agreement.


 


7. Consent to
Disclosure. Each Member hereby consents to the publication and disclosure in the Proxy Statement/Registration Statement (and, as
and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other
documents or communications provided by SPAC or any of the Companies to any Governmental Authority or to securityholders of SPAC) of
such Member’s identity and beneficial ownership of Interests and the nature of such Member’s commitments, arrangements
and understandings under and relating to this Agreement and, if deemed appropriate by SPAC or any of the Companies, a copy of this
Agreement. Each Member will promptly provide any information reasonably requested by SPAC or any of the Companies for any regulatory
application or filing made or approval sought in connection with the transactions contemplated by the BCA (including filings with
the SEC), subject to confidentiality obligations that may be applicable to information furnished to any of the Companies or Company
Subsidiary by third parties that may be in such Company’s or Company Subsidiary’ possession from time to time, and
except for any information that is subject to attorney-client privilege (provided, that to the extent reasonably possible, the
parties shall cooperate in good faith to permit disclosure of such information in a manner that preserves such privilege or
compliance with such confidentiality obligation), to the extent permitted by applicable law.


 






    4


     


    

 


8. Standstill.
From the date of this Agreement until the earlier of the Closing or the termination of the BCA in accordance with its terms, each Member
agrees not to engage in any transaction involving any securities of SPAC, without SPAC’s prior written consent.


 


9.
Public Announcements. No Member will make any public announcement or issue any public communication regarding this Agreement, the
BCA, the transactions contemplated hereby or thereby or any matter related to the foregoing, without the prior written consent of the
SPAC and the Companies, except: (a) if such announcement or other communication is required by applicable Laws or the rules of any stock
exchange, in which case the disclosing Member shall, to the extent permitted by applicable Laws, first allow the SPAC and the Companies
to review such announcement or communication and have the opportunity to comment thereon, and such disclosing Member shall consider such
comments in good faith; (b) to the extent such announcements or other communications contain only information previously disclosed in
a public statement, press release or other communication previously approved in accordance with this Section 9; and (c) announcements
and communications to Governmental Authorities in connection with registrations, declarations and filings required to be made as a result
of the BCA.


 


10. Representations
and Warranties. Each Member, severally and not jointly, represents and warrants to SPAC as follows:


 


(a) The
execution, delivery and performance by such Member of this Agreement and the consummation by such Member of the transactions
contemplated hereby do not and will not (i) conflict with or violate any United States or non-United States Law applicable to such
Member, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person
or entity, (iii) result in the creation of any lien or encumbrance on any Interests (other than under this Agreement, the BCA and
the agreements contemplated by the BCA, including the other Ancillary Agreements), or (iv) conflict with or result in a breach of or
constitute a default under any provision of such Member’s governing documents, if applicable.


 


(b) As
of the date of this Agreement, the TWMH Member owns exclusively and has good, valid and marketable title to the TWMH Interests set forth
opposite the TWMH Member’s name on Exhibit A free and clear of any Lien, proxy, option, right of first refusal, agreement,
voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than
pursuant to (i) this Agreement, (ii) applicable securities Laws, and (iii) the TWMH Operating Agreement, and as of the date of this Agreement,
the TWMH Member has the sole power (as currently in effect) to vote and full right, power and authority to sell, transfer and deliver
such TWMH Interests, and the TWMH Member does not own, directly or indirectly, any other TWMH Interests.


 




    5


     


    

 


(c) As
of the date of this Agreement, each TIG GP Member owns exclusively and has good, valid and marketable title to the TIG GP Interests set
forth opposite such TIG GP Member’s name on Exhibit B free and clear of any Lien, proxy, option, right of first refusal,
agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind,
other than pursuant to (i) this Agreement, (ii) applicable securities Laws, and (iii) the TIG GP Operating Agreement, and as of the date
of this Agreement, such TIG GP Member has the sole power (as currently in effect) to vote and full right, power and authority to sell,
transfer and deliver such TIG GP Interests, and such TIG GP Member does not own, directly or indirectly, any other TIG GP Interests.


 


(d) As
of the date of this Agreement, each TIG MGMT Member owns exclusively and has good, valid and marketable title to the TIG MGMT Interests
set forth opposite such TIG MGMT Member’s name on Exhibit C free and clear of any Lien, proxy, option, right of first refusal,
agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind,
other than pursuant to (i) this Agreement,


(ii) applicable securities Laws, and (iii)
the TIG MGMT Operating Agreement, and as of the date of this Agreement, such TIG MGMT Member has the sole power (as currently in effect)
to vote and full right, power and authority to sell, transfer and deliver such TIG MGMT Interests, and such TIG MGMT Member does not own,
directly or indirectly, any other TIG MGMT Interests.


 


(e) Such
Member is a sophisticated investor and has adequate information concerning the business and financial condition of SPAC and the Companies
to make an informed decision regarding this Agreement and the transactions contemplated by the BCA and has independently and without reliance
upon SPAC or any of the Companies or any affiliate thereof, and based on such information as such Member has deemed appropriate, made
its own analysis and decision to enter into this Agreement. Such Member acknowledges that SPAC and the Companies have not made and do
not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement.
Such Member acknowledges that the agreements contained herein with respect to the Interests held by such Member are irrevocable.


 


(f) Such
Member has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized,
executed and delivered by such Member.


 


11. Termination.
This Agreement and the obligations of the Members under this Agreement shall automatically terminate upon the earliest of (a) the Umbrella
Merger Effective Time, (b) the termination of the BCA in accordance with its terms, and (c) the mutual agreement of the parties hereto.
Upon termination of this Agreement, neither party shall have any further obligations or liabilities under this Agreement; provided
that nothing in this Section 11 shall relieve any party of liability for any breach of this Agreement occurring prior to termination.
The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall
not survive the Closing or the termination of this Agreement.


 






    6


     


    

 


 12. Miscellaneous.


 


(a) Except
as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.


 


(b) All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses or e-mail addresses (or at such other address or e-mail address for a party as shall
be specified in a notice given in accordance with this Section 12(b)):


 


If to SPAC, to:


 


Cartesian Growth Corporation


505 Fifth Avenue, Suite 1500


New York, NY 10017


Attention: Peter Yu


Email: peter@cartesiangrowth.com


 


with a copy to:


 


Greenberg Traurig, LLP


MetLife Building


200 Park Avenue


New York, New York 10166


		Attention:	Alan I. Annex



		Adam	Namoury



		Email:	annexa@gtlaw.com



		 	namourya@gtlaw.com



 


if to TWMH, to:


 


Tiedemann Wealth Management Holdings, LLC


520 Madison Avenue, 26th Floor


New York, NY 10022


Attention: Kevin Moran


Email: KMoran@tiedemannadvisors.com


 


with a copy to:


 


Seward & Kissel LLP


One Battery Park Plaza


New York,
NY 10004


Attention: Craig Sklar


Email: sklar@sewkis.com


 




    7


     


    

 


if to the TIG Entities, to:


 


TIG Trinity GP, LLC


TIG Trinity Management, LLC


520 Madison Avenue, 26th
Floor


New York, NY 10022


Attention: Spiros Maliagros; Michael Fastert


Email: smaliagros@tigfunds.com; mfastert@tigfunds.com


 


with
a copy to:


 


Seward & Kissel LLP


One Battery Park Plaza


New York,
NY 10004


Attention: Craig Sklar


Email: sklar@sewkis.com


 


If to a Member, to the address or email
address set forth for Member on the signature page hereof.


 


(c) If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


(d) This
Agreement, the BCA and Ancillary Agreements constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect
to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by
any party hereto without the prior express written consent of the other parties hereto.


 


(e) This
Agreement shall be binding upon and inure solely to the benefit of each party hereto (and SPAC’s permitted assigns), and nothing
in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement. No Member shall be liable for the breach by any other Member of this Agreement.


 


(f) The
parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties hereto shall be entitled, to the fullest extent permitted by Law, to specific performance of
the terms hereof, in addition to any other remedy at law or in equity.


 




    8


     


    

 


(g) This
Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed
in and to be performed in that State. Any Action arising out of or relating to this Agreement or the transactions contemplated
hereby shall, to the fullest extent permitted by applicable Law, be heard and determined exclusively in any New York State court or
Federal court of the United States of America sitting in New York City in the Borough of Manhattan. To the fullest extent permitted
by applicable Law, the parties hereto hereby (i) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for
themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this
Agreement or the transactions contemplated hereby brought by any party, and (ii) agree not to commence any such Action except in the
courts described above in New York, other than any Action in any court of competent jurisdiction to enforce any judgment, decree or
award rendered by any such court in New York as described herein. To the fullest extent permitted by applicable Law, each of the
parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto
further waive any argument that such service is insufficient. To the fullest extent permitted by applicable Law, each of the parties
hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or
otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (A) any claim that it
is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (B) that it or its
property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise),
and (C) that (x) the Action in any such court is brought in an inconvenient forum, (By) the venue of such Action is improper, or (z)
this Agreement or the transactions contemplated hereby, or the subject matter hereof, may not be enforced in or by such courts.


 


(h) This
Agreement may be executed and delivered (including by facsimile or portable document format (PDF) transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.


 


(i) At
the request of SPAC, in the case of any Member, or at the request of the Members, in the case of SPAC, and without further consideration,
each party shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further
action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(j) This
Agreement shall not be effective or binding upon any Member until after such time as the BCA is executed and delivered by the Companies,
SPAC, Alvarium, Umbrella and Umbrella Merger Sub.


 


(k) Each of the
parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect
to any Action directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby. Each of
the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or
otherwise, that such other party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as
applicable, by, among other things, the mutual waivers and certifications in this Section 12(k).


 


[SIGNATURE PAGES FOLLOW]


 


[Signature page to Member Support Agreement]


 




    9


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	 	CARTESIAN GROWTH CORPORATION
	 	 
	 	By:	/s/ Peter Yu 
	 	Name: 	Peter Yu
	 	Title: 	Chief Executive Officer
	 	 
	 	TIEDEMANN WEALTH MANAGEMENT HOLDINGS, LLC
	 	 
	 	By:	/s/ Michael Tiedemann 
	 	Name:	Michael Tiedemann
	 	Title:	CEO
	 	 
	 	TIG TRINITY GP, LLC
	 	 
	 	By:	/s/ Michael Tiedemann 
	 	Name: 	Michael Tiedemann
	 	Title:	CEO
	 	 
	 	TIG TRINITY MANAGEMENT, LLC
	 	 
	 	By:	/s/ Michael Tiedemann 
	 	Name:	Michael Tiedemann
	 	Title:	CEO



 


[Signature page to Member Support Agreement]


 




     


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	EVERS REVOCABLE TRUST
	 	 
	 	By: 	/s/ William D. Evers, J.
	 	Name:	William D. Evers, J.
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address: 	  
	 	 
	 	Email:	
	 	 
	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Adam Gentile
	 	Name: 	Adam Gentile
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:  	
	 	 
	 	Email:	



 


[Signature page to Member Support Agreement]


 



     


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Adam Gentile
	 	Name: 	Adam Gentile
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	 
	 	 
	 	Email:	



 


[Signature page to Member Support Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By:	/s/ Alex Hokanson
	 	Name: 	Alex Hokanson
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	 
	 	 
	 	Email:	



 


[Signature page to Member Support Agreement]


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By:	/s/ Amanda Flynn
	 	Name: 	Amanda Flynn
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	 
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By:	/s/ Andrew Douglass
	 	Name: 	Andrew Douglass
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	 
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By:	/s/ Antonio Casal
	 	Name: 	Antonio Casal, trustee
	 	 	Antonio Casal & Ana Isabel Casal Living Trust
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	 
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By:	/s/
    Ben Evers
	 	Name: 	Ben Evers
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Brad Lackey
	 	Name:  	Brad Lackey
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Brian L. Neiman
	 	Name:  	Brian L. Neiman
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	 
	 	 
	 	Address:	 
	 	 
	 	Email:	 



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/
    Brian Pierson
	 	Name:  	Brian Pierson
	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By:	 /s/ Brittany Cook
	 	Name:  	Brittany Cook
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Brodie Cobb
	 	Name:  	Brodie Cobb
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Brooke Connell
	 	Name: 	 Brooke Connell
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Bruce Brugler
	 	Name:  	Bruce Brugler, Trustee
	 	 	Brugler Family Trust
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Carl Hans Tiedemann III
	 	Name: 	 Carl Hans Tiedemann III
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Leigh Tiedemann
	 	Name: 	 Leigh Tiedemann
	 	 	Special Investment Trustee
	 	 	CHT Fam Trust Ar 3rd fbo Leigh Tiedemann
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 





	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Mark B Tiedemann
	 	Name: 	 Mark B Tiedemann, Special Investment
	 	 	Trustee of cht Fam Trust Ar 3rd fbo Mark Tiedemann
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Michael Tiedemann
	 	Name:  	Michael Tiedemann
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	





 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	Cobb Descendants Trust
	 	 
	 	By: 	/s/ Brodie Cobb
	 	Name:  	Brodie Cobb
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	Cobb Partners
	 	 
	 	By: 	/s/ Brodie Cobb
	 	Name: 	 Brodie Cobb
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By:	 /s/ Colin Carter
	 	Name:  	Colin Carter
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Craig L. Smith
	 	Name: 	 Craig L. Smith
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Richard Nye
	 	Name: 	 Richard Nye
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 
	 	By: 	/s/ Bradford D. Harrison
	 	Name:  	Bradford D. Harrison
	 	 	Managing Member
	 	 	Dollar Mountain, LLC
	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Email:	



 






     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Edward M. Lazar
	 	Name:  	Edward M. Lazar
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Pablo Ferreri
	 	Name:  	Pablo Ferreri, Trustee
	 	 	The Ferreri-Hackett Living Trust
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Frances Daniels Cobb
	 	Name:  	Frances Daniels Cobb
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Hayes A. Roberts
	 	Name:  	Hayes A. Roberts Trust U/D/D July 7, 2021
	 	 	Hayes A. Roberts, Trustee
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Zachary Rubin
	 	Name:  	Zachary Rubin for The Jacob Dann Zlot 2021 GST Trust
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ J.B. Berties
	 	Name:  	James B. Berties, Trustee
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Jennifer Ayer
	 	Name:  	Jennifer Ayer
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Jerome C. Deren
	 	Name:  	Jerome C. Deren
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Joseph Melican
	 	Name:  	Joseph Melican
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Julie Dunnington
	 	Name:  	Julie Dunnington
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 







     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Kent Insley
	 	Name:  	Kent Insley
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 







     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Kevin Moran
	 	Name:  	Kevin Moran
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Kimberly Evans
	 	Name:  	Kimberly Evans
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Leigh Tiedemann
	 	Name:  	Leigh Tiedemann
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Mark deVries
	 	Name:  	Mark deVries
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Glenn Darden
	 	Name:  	Glenn Darden, Chairman
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 







     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Michael Glenn Tiedemann
	 	Name:  	Michael Glenn Tiedemann 2012 Delaware Trust, Tiedemann Trust
    Company, Trustee
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Michael Brady
	 	Name:  	Michael Brady
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Michael Tiedemann
	 	Name:  	Michael Tiedemann
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Nelson E. Bowers II
	 	Name:  	Nelson E. Bowers II
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Zachary Rubin
	 	Name:  	Zachary Rubin for The Noah Morris Zlot 2021 GST Trust
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Robert B. Morris III
	 	Name:  	Robert B. Morris III, Trustee
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Eric Russell
	 	Name:  	Eric Russell
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Samantha Dean
	 	Name:  	Samantha Dean
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Zachary Rubin
	 	Name:  	Zachary Rubin for The Samuel Wolf Zlot 2021 GST Trust
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Stephen T. Aucamp
	 	Name:  	Stephen T. Aucamp, Trustee of the Stephen J. Aucamp Revocable
    Trust
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Steve Scott
	 	Name:  	Steve Scott
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Rob Weeber
	 	Name:  	Rob Weeber
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Teresa M. Wells
	 	Name:  	Teresa M. Wells
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Christopher Scott Dauer
	 	Name:  	Christopher Scott Dauer for The Alexis Galen Brugler 2021 GST
    Trust
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Christopher Scott Dauer
	 	Name:  	Christopher Scott Dauer for The Duncan Chase Brugler 2021 GST
    Trust
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Christopher Scott Dauer
	 	Name:  	Christopher Scott Dauer for The Kelly Nicole Brugler 2021 GST
    Trust
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	The Leslie T. Merrick 2012 Irrevocable Trust
	 	 	 
	 	By: 	/s/ Nicholas Merrick
	 	Name:  	Nicholas Merrick
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	The Nicholas A. Merrick 2012 Irrevocable Trust
	 	 	 
	 	By: 	/s/ Nicholas Merrick
	 	Name:  	Nicholas Merrick
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By: 	/s/ Steve Scott
	 	Name:  	Steve Scott, President
	 	 	West Bay Capital, LLC
	 	 	 
	 	Address and email address for purposes of

Section 12(b):
	 	 	 
	 	Name:	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 



     


     


    




 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By:	/s/ William
    H. Donaldson
	 	Name: 	William H. Donaldson
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By:	/s/ William
    Lamm
	 	Name:  	William Lamm
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By:	/s/ William
    S. Price III
	 	Name:  	William S. Price III
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By:	/s/ Michael
    Yelverton
	 	Name:  	Michael Yelverton
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By:	/s/ Yves-Andre
    Istel
	 	Name:  	Yves-Andre Istel
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER:
	 	 	 
	 	By:	/s/ Jeff Zlot
	 	Name:  	Jeff Zlot for the Zlot Family Trust
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TWMH MEMBER: Chauncey Close, LLC
	 	 	 
	 	By:	/s/ Michael
    Tiedemann
	 	Name:  	Michael Tiedemann
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Edmonds
    Bafford
	 	Name:  	Edmonds Bafford
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Laurie
    Birrittella
	 	Name:  	Laurie Birrittella
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ John Carbine
	 	Name:  	John Carbine
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBER:
	 	 	 
	 	By:	/s/ Hayes
    A. Roberts
	 	Name:  	Carl Tiedemann Irrevocable Trust,
	 	 	Tiedemann Trust Company as Trustee
	 	 	Hayes A. Roberts, Managing Director
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Grace
    Crandall
	 	Name:  	Grace Crandall
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Michael
    Fastert
	 	Name:  	Michael Faster
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Paul Gleize
	 	Name:  	Paul Gleize
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Spiros
    Maliagros
	 	Name:  	Spiros Maliagros
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ George
    Sophocles
	 	Name:  	George Sophocles
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Steve
    Tangredi
	 	Name:  	Steve Tangredi
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Michael
    Tiedemann
	 	Name:  	Michael Tiedemann
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Barbara
    Warga
	 	Name:  	Barbara Warga
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	Swartberg Holding 2 AG
	 	 	 
	 	By:	/s/ Robert
    Weeber
	 	Name:  	Robert Weeber
	 	Title:	Chairman
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ James
    Marler
	 	Name:  	James Marler
	 	Title:	President
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Robert
    Jakacki
	 	Name:  	Robert Jakacki
	 	Title:	Director
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG GP MEMBERS:
	 	 	 
	 	By:	/s/ Drew Figdor
	 	Name:  	Drew Figdor
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Edmonds
    Bafford
	 	Name:  	Edmonds Bafford
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Laurie
    Birrittella
	 	Name:  	Laurie Birrittella
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ John Carbine
	 	Name:  	John Carbine
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Hayes
    A. Roberts
	 	Name:  	Carl Tiedemann Irrevocable Trust,
	 	 	Tiedemann Trust Company as Trustee
	 	 	Hayes A. Roberts, Managing Director
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Grace
    Crandall
	 	Name:  	Grace Crandall
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Michael
    Fastert
	 	Name:  	Michael Fastert
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Paul Gleize
	 	Name:  	Paul Gleize
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Spiros
    Maliagros
	 	Name:  	Spiros Maliagros
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ George
    Sophocles
	 	Name:  	George Sophocles
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Steve
    Tangredi
	 	Name:  	Steve Tangredi
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Michael
    Tiedemann
	 	Name:  	Michael Tiedemann
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Barbara
    Warga
	 	Name:  	Barbara Warga
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Rob Weeber
	 	Name:  	Robert Weeber
	 	Title:	Chairman
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ James
    Marler
	 	Name:  	James Marler
	 	Title:	President
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Robert
    Jakacki
	 	Name:  	Robert Jakacki
	 	Title:	Director
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email:	


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	TIG MGMT MEMBERS:
	 	 	 
	 	By:	/s/ Drew Figdor
	 	Name:  	Drew Figdor
	 	 	 
	 	Address and email address for purposes
    of

Section 12(b):
	 	 	 
	 	Name:  	
	 	 	 
	 	Address:	
	 	 	 
	 	Email: