Exhibit 10.7


 


Final Form


 


OPTION AGREEMENT


 


This Option Agreement (this
“Agreement”) is made as of September 19, 2021, by and between CGC Sponsor LLC, a Cayman Islands limited liability company
(the “Sponsor”), and [INVESTOR NAME] (the “Investor”).


 


WHEREAS, the Company (as defined
below) and the Target Companies (as defined below) intend to enter into that certain business combination (the “Transaction”),
pursuant to the Business Combination Agreement, dated as of September 19, 2021, by and among Cartesian
Growth Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (whose name is expected to
change to Alvarium Tiedemann Capital, Inc.
and whose jurisdiction of registration will be changed from the Cayman Islands to the State of Delaware pursuant to a domestication
upon the closing of the Transaction) (the “Company”),
Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub”), 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”), Alvarium Investments Limited, an English private limited company (“Alvarium”
and, together with TWMH and the TIG Entities, the “Target Companies” each a “Target Company”), and
Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”);


 


WHEREAS, in connection with
the transactions contemplated hereby and in consideration of the Investor’s performance of the obligations described in the Subscription
Agreement attached as Exhibit A hereto, dated as of September 19, 2021, between the Company and the Investor (the “Subscription
Agreement”), pursuant to which the Investor has subscribed for [PIPE SHARES] shares of Class A common stock of the Company,
par value $0.0001 per share (“Class A Common Stock”), the Sponsor has agreed to grant to the Investor an option to
acquire, during the Exercise Period (as defined below), [OPTION SHARES] shares of Class A Common Stock to be held by the Sponsor (the
“Option Shares”) pursuant to, and in accordance with, the terms and conditions hereunder.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


1. Option
to Acquire the Option Shares.


 


(a) Upon
the terms and subject to the conditions set forth in this Agreement, commencing on the closing date of the Transaction (the “Closing
Date”), the Investor shall have an option (the “Option”) to acquire the Option Shares from the Sponsor at
a purchase price of $11.50 per Option Share (the “Purchase Price”). The Purchase Price shall automatically be adjusted
on the same terms and subject to the same conditions if the exercise price of the warrants (the “Warrants”) issued
pursuant to that certain Warrant Agreement, dated as of February 23, 2021, by and between the Company and Continental Stock Transfer &
Trust Company (the “Warrant Agreement”), is adjusted.


 






     


     


    

 


(b) The
Option may be exercised by delivery of written notice by the Investor to the Sponsor (the “Exercise Notice”) only during
the period (the “Exercise Period”) (i) commencing immediately after the Closing Date and (ii) terminating at the
earlier to occur of (A) 5:00 p.m., New York City time on the date that is five years after the Closing Date and (B) the liquidation of
the Company in accordance with the Company’s certificate of incorporation, which certificate, if approved by the Company’s
shareholders, would take effect upon the Closing Date (such earlier time, the “Expiration Date”). If the Option is
not exercised on or before the Expiration Date, it shall become void, and all rights hereunder in respect of the Option shall cease, at
5:00 p.m. New York City time on the Expiration Date. The Expiration Date shall automatically be adjusted on the same terms and subject
to the same conditions if the expiration date of the Warrants is adjusted. The Exercise Notice shall be executed by the Investor, shall
be irrevocable, and shall specify (i) that the Investor wishes to exercise the Option and (ii) the proposed date of the closing of the
Investor’s acquisition of the Option Shares (the “Option Closing Date”), which such proposed date shall be a
Business Day not less than 10 Business Days following the delivery of the Exercise Notice (or such earlier time as the Sponsor and the
Investor may agree).


 


(c) On
the Option Closing Date, the Sponsor shall deliver (or cause the delivery of) the Option Shares to the Investor or a custodian designated
by the Investor, or, to the extent reasonably practicable, in book entry (electronic) form. The Sponsor and the Investor shall cooperate
to the fullest extent reasonably requested by the other party (including by executing such documents and providing such information) as
may be necessary to effect the delivery, transfer and assignment of the Option Shares.


 


(d) The
Option may be cancelled, at the option of the Sponsor, at any time from the second anniversary of the Closing Date until the Expiration
Date, upon no less than 30 days’ notice to the Investor, at a price of $0.01 per Option Share (“Cancellation Price”)
if the last sales price of the Class A common stock of the Company reported has been at least $23.00 per share on each of 20 trading days
within any 30 trading-day period commencing once the Option becomes exercisable and ending on the third trading day prior to the date
on which notice of cancellation is given. In the event the Sponsor shall elect to cancel the Option pursuant to this Section 1(d),
the Sponsor shall fix a date for the cancellation (the “Cancellation Date”) and the Investor shall continue to have
the right to exercise the Option for cash until the day prior to the Cancellation Date. On and after the Cancellation Date, the Investor
shall have no further rights except to receive the Cancellation Price.


 


(e) The
Option does not entitle the Investor to any of the rights of a stockholder of the Company, including, without limitation, the right to
receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or the election of directors of the Company or any other matter.


 


(f) The
Investor hereby acknowledges that the Option Shares are subject to the lock-up created by that certain Letter Agreement, dated as of February
23, 2021, between the Company and the Sponsor (as amended, restated, supplemented or modified from time to time, including by the Registration
Rights and Lock-up Agreement to be entered into concurrently with the consummation of the Transaction, the “Lock-up Agreement”)
and, upon the transfer of the Option Shares from the Sponsor to the Investor (and only to the extent such transfer occurs prior to the
expiration of the Lock-up Period (as defined below)), the Investor shall enter into a written agreement with the Company, in the form
of Exhibit B attached hereto, agreeing to be bound by the terms set forth in the Lock-up Agreement. For the purposes of this Agreement,
the “Lock-up Period” means the period beginning on the Closing Date and ending on the earlier to occur of (A) one year after
the date of the Closing Date or (B) such time, at least 150 days after the Closing Date, that the closing price of the Class A Common
Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any
20 trading days within any 30-trading day period.


 






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(g) The
Investor shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of the Option or any portion thereof, other
than (i) to (A) the Company’s officers or directors, (B) any affiliates or family members of the Company’s officers or directors,
(C) any officers, directors or employees or direct or indirect partners, members or equity holders of the Investor, or any related investment
funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or (D) any other party subject to
the lock-up restrictions contained in the Lock-up Agreement (each, a “Lock-up Party”) or any direct or indirect partners,
members or equity holders of such other Lock-up Party, any affiliates of such other Lock-up Party or any related investment funds or vehicles
controlled or managed by such persons or entities or their respective affiliates, (ii) in the case of an individual, by gift to a member
of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person or entity, or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent
and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v)
in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (vi) to the partners, members or
equity holders of such Lock-up Party by virtue of the Lock-up Party’s organizational documents, as amended, upon dissolution of
the Lock-up Party, or (vii) to the Company; provided, that prior to the exercise of the Option by any such transferee (and only
to the extent such exercise occurs prior to the expiration of the Lock-up Period), the transferee shall enter into a written agreement
with the Company, in the form of Exhibit B attached hereto, agreeing to be bound by the terms set forth in the Lock-up Agreement.


 


(h) The
Sponsor shall not, prior to the Expiration Date or the earlier termination of this Agreement pursuant to its terms, sell, transfer, assign,
exchange, pledge, encumber or otherwise dispose of the Option Shares or any portion thereof. The Option Shares shall be adjusted to reflect
appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification,
combination, exchange of shares or other like change with respect to shares of the Company’s common stock occurring on or after
the Closing Date.


 


(i) For
the purposes of this Agreement, a “Business Day” means any day, except Saturday or Sunday, on which banks are not required
or authorized to close in New York, New York or London, England.


 


2. Termination.
In the event that the closing of the Transaction does not occur for any reason, this Agreement shall be terminated with no further force
or effect.


 






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3. Further
Assurances. The parties hereto shall execute and deliver such additional documents and take such additional actions as the parties
reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement.


 


4. Sponsor
Representations and Warranties. The Sponsor represents and warrants to the Investor that:


 


(a) This
Agreement has been duly authorized, validly executed and delivered by the Sponsor and, assuming that this Agreement constitutes the valid
and binding obligation of the Investor, is the valid and binding obligation of the Sponsor and is enforceable against the Sponsor in accordance
with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity.


 


(b) As
of the date hereof, the Sponsor is the record and beneficial owner of the [OPTION SHARES] Class A ordinary shares of the Company,
par value $0.0001 per share (“Class A Ordinary Shares”), which shares shall convert into shares of Class A Common Stock
of the Company following the transactions contemplated by the Business Combination Agreement and shall
constitute the Option Shares on the Closing Date, and holds good and valid title to such Class A Ordinary Shares, free and clear of any
liens or encumbrances.


 


5. Investor
Representations and Warranties. The Investor represents and warrants to the Sponsor that:


 


(a) This
Agreement has been duly authorized, validly executed and delivered by the Investor and, assuming that this Agreement constitutes the valid
and binding obligation of the Sponsor, is the valid and binding obligation of the Investor and is enforceable against the Investor in
accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered
at law or equity.


 


(b) The
Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President
of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions
program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (iii) a non-U.S. shell bank
or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Investor
agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Investor is
permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section
5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its
implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably
designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures
reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List.


 






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6. Miscellaneous.


 


(a) Any
notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight
mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and
received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or
(iii) three Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter
designate by notice given hereunder:


 


if to the Sponsor, to:


 


CGC Sponsor LLC

505 Fifth Avenue, Suite 1500

New York, NY 10017

Attention: Peter Yu

Email: peter@cartesiancapital.com


 


with a copy (which copy
shall not constitute notice) to:


 


Greenberg Traurig, LLP


MetLife Building


200 Park Avenue


New York, NY 10166


Attention: Alan I. Annex


   Adam Namoury


Email: annexa@gtlaw.com

            namourya@gtlaw.com


 


if to the Investor, to
the address set forth in the Subscription Agreement.


 


(b) Neither
this Agreement nor any rights that may accrue to the undersigned hereunder may be transferred or assigned.


 


(c) This
Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of
such modification, waiver, or termination is sought.


 


(d) This
Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties,
both written and oral, among the parties, with respect to the subject matter hereof. This Agreement shall not confer any rights or remedies
upon any person other than the parties hereto, and their respective successor and assigns.


 






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(e) Except
as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and
acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors,
legal representatives and permitted assigns.


 


(f) If
any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.


 


(g) This
Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties
in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and
delivered shall be construed together and shall constitute one and the same agreement.


 


(h) The
parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement,
this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.


 


(i) THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT
TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. 


 


(j) Each
of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any New York State court or Federal court of the
United States of America sitting in New York City in the Borough of Manhattan (the “Chosen Courts”), in connection
with any matter based upon or arising out of this Agreement. Each party hereof hereby waives, and shall not assert as a defense in any
legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal
proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune from
execution, (iv) such legal proceeding is brought in an inconvenient forum, or (v) the venue of such legal proceeding is improper. Each
party hereof hereby consents to service of process in any such proceeding in any manner permitted by New York law, further consents to
service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail,
return receipt requested, at its address specified pursuant to Section 6(a) and waives and covenants not to assert or plead any
objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6(j),
a party hereof may commence any action, claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose
of enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED,
EACH OF THE PARTIES HEREOF WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO
THIS AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF
JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT. FURTHERMORE, NO PARTY HEREOF SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING
IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 


[SIGNATURE PAGES FOLLOW]


 




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IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement as of the date set forth above.


 


		INVESTOR:	



 


		[__]	



 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 



	CGC SPONSOR LLC	 
	By:	        	 
	Name: 	 	 
	Title:	 	 



 




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Exhibit A 


 


Subscription Agreement


 


See attached.


 




     


     


    

 


Exhibit B


 


REGISTRATION RIGHTS AND LOCK-UP AGREEMENT JOINDER


 


The undersigned is executing
and delivering this joinder (this “Joinder”) pursuant to the Registration Rights and Lock-up Agreement, dated
as of [__], 202[_] (as the same may hereafter be amended, the “Registration Rights Agreement”), among Cartesian
Growth Corporation, a Delaware corporation (the “Company”), and the other persons or entities named as parties
therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities
in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:



 


	 	Address: 	 






	 	 
	 	 


 


Agreed and Accepted as of

____________, 20__


 


[X]


 


	By:	 	 
	Name: 	 	 
	Its: