Exhibit 10.9


 


INVESTOR RIGHTS AGREEMENT


 


This
Investor Rights Agreement (this “Agreement”) is made as of _________________,
202__ by and between Cartesian Growth Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”)
and the individual or entity set forth on the signature page hereto (the “Voting Party”). For purposes of this Agreement,
capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement
(as defined below).


 


RECITALS


 


WHEREAS,
the SPAC together with Rook MS LLC, a Delaware limited liability company, Tiedemann Wealth Management Holdings, LLC, a Delaware limited
liability company, TIG Trinity GP, LLC, a Delaware limited liability company, TIG Trinity Management, LLC, a Delaware limited liability
company, Alvarium Investments Limited, an English private limited company and Alvarium Tiedemann Capital, LLC, a Delaware limited liability
company have entered into a Business Combination Agreement, dated September 19, 2021 (the “Business Combination Agreement”);
and


 


WHEREAS,
the Voting Party currently owns and, upon closing of the transactions contemplated by the Business Combination Agreement, will own shares
of SPAC Common Stock. SPAC, after the Closing Date, is referred to herein as the “Surviving Company.”


 


WHEREAS,
the Surviving Company has separately agreed to nominate for election or re-election at each annual meeting of shareholders
the director designee of IlWaddi Cayman Holdings (the “Shareholder”) subject to such designee being reasonably satisfactory
to the Surviving Company’s Board and/or Nominating Committee (the “Shareholder Designee”).


 


NOW
THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1. Agreement
to Vote. During the term of this Agreement and for as long as the Voting Party holds Voting Shares (as defined below), the Voting
Party agrees with the Surviving Company to vote all securities of the Surviving Company that may vote in the election of the Surviving
Company’s directors that such Voting Party owns from time to time (hereinafter referred to as the “Voting Shares”)
in such manner as may be necessary to elect (and maintain in office) the Shareholder Designee, whether at a regular or special meeting
of stockholders or any class or series of stockholders or by written consent. For the avoidance of doubt, nothing in this Agreement shall
restrict a Voting Party’s right to sell or transfer Voting Shares.


 


2. Obligations.
The Shareholder and the Surviving Company agree not to take any actions that would contravene or materially and adversely affect the provisions
of this Agreement and the intention of the parties with respect to the composition of the Surviving Company’s Board of Directors
as herein stated. The parties acknowledge that the fiduciary duties of each member of the Surviving Company’s Board of Directors
are to the Surviving Company’s stockholders as a whole.


 






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3. Covenants.
The Voting Party agrees to vote in favor of the election or re-election of the Shareholder Designee, as provided herein, as director of
the Surviving Company. The Voting Party will not, by any voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be performed hereunder by the Voting Party and will at all times in good faith assist in the carrying out of all of the
provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of
each Voting Party hereunder against impairment.


 


4. Termination.
This Agreement shall terminate automatically on the earlier of the date that (i) the Shareholder owns less than fifty percent (50%) of
the SPAC Common Stock held by it immediately following the Closing, and (ii) the Voting Party owns less than fifty percent (50%) of the
SPAC Common Stock held by it immediately following the Closing. This Agreement shall also terminate automatically with respect to any
Voting Shares no longer held by the Voting Party.


 


5. Amendments
and Waivers. Except as otherwise provided herein, any provision of this Agreement may be amended or the observance thereof may be
waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (i) the
Surviving Company and (ii) the Voting Party.


 


6. Severability.
In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


7. Governing
Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of New York without reference to its conflicts of laws provisions, except that all matters relating to the
fiduciary duties of the Surviving Company’s Board of Directors shall be subject to the laws of Delaware.


 


8. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


9. Successors
and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors and assigns of the parties hereto.


 


10. Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes any prior
agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be liable or bound to
any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.


 


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left blank; signature page follows]


 






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This Agreement is hereby executed effective as
of the date first set forth above.


 


	SPAC	 
	 	 
	CARTESIAN GROWTH CORPORATION	 
	 	 
	By: 	 	 
	Name:	                     	 
	Title:	 	 


 









     


     


    

 


	VOTING PARTY	 
	 	 
	[______]	 
	 	 
	By: 	 	 
	Name:	       	 
	Title: