REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 21, 2021, is made and entered into by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 6th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Primavera Capital Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
36,000,000 Units Primavera Capital Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • January 26th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 21, 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Teresa Teague (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 6th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 26th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 21, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Primavera Capital Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Primavera Capital Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of July 17, 2020, is made and entered into by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Michael Collins (the “Buyer”).
Primavera Capital Acquisition Corporation 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 26th, 2021 • Primavera Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. (the “Representatives”), as the representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 41,400,000 of the Company’s units (including up to 5,400,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sol
WARRANT AGREEMENT between PRIMAVERA CAPITAL ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 26th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 21, 2021, is by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • November 1st, 2022 • Primavera Capital Acquisition Corp. • Blank checks • New York
This Amended and Restated Subscription Agreement (as may be further amended, supplemented, modified or varied from in accordance with the terms herein, this “A&R Subscription Agreement”), dated as of October 28, 2022, is made and entered into by and among (i) Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (“SPAC”), (iii) Fosun Fashion Holdings (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Subscriber”), (iv) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (v) Fosun International Limited, a Hong Kong company with limited liability (“Fosun”). Capitalized terms used but not otherwise defined in this A&R Subscription Agreement have the respective meanings given to them in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among PRIMAVERA CAPITAL ACQUISITION CORPORATION, FOSUN FASHION GROUP (CAYMAN) LIMITED, LANVIN GROUP HOLDINGS LIMITED 复朗集团, LANVIN GROUP HERITAGE I LIMITED and LANVIN GROUP HERITAGE II LIMITED dated as of March 23,...Business Combination Agreement • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This Business Combination Agreement, dated as of March 23, 2022 (this “Agreement”), is made and entered into by and among (i) Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), (ii) Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), (iii) Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), (iv) Lanvin Group Heritage I Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”) and (v) Lanvin Group Heritage II Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2”). SPAC, the Company, PubCo, Merger Sub
SHAREHOLDER SUPPORT DEEDPrimavera Capital Acquisition Corp. • March 23rd, 2022 • Blank checks • Hong Kong
This Shareholder Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of March 23, 2022 by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT DEEDPrimavera Capital Acquisition Corp. • March 23rd, 2022 • Blank checks • Hong Kong
This Sponsor Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”) and the other Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Sponsor Party” and, together, the “Sponsor Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated March 23, 2022, is made by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (the “Company”), Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 21, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This Lock-Up Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”) is made and entered into as of March 23, 2022, by and among (i) Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”), (iii) certain individuals set forth in Schedule 1 hereto (such individuals, the “SPAC Insiders”), (iv) Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (“SPAC”), and (v) certain former shareholders of Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company limited by shares, set forth in Schedule 2 hereto (such former shareholders, the “Company Holders”). The Sponsor, the SPAC Insiders, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holde
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This Investor Rights Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”) is entered into as of March 23, 2022, by and among Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (“SPAC”), Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Company”), and the parties listed on Schedule I hereto (each, an “Investor” and collectively, the “Investors”). Each of PubCo, SPAC, the Company and the Investors is referred to herein individually as a “Party” and collectively as the “Parties”.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 6th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This Forward Purchase Agreement (this “Agreement”) is entered into as of January 4, 2021, between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 1st, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This AMENDMENT NO. 3 (this “Amendment”), dated October 28, 2022, to the Business Combination Agreement (as defined below), is made by and among:
Primavera Capital Acquisition Corporation 41/F Gloucester Tower, 15 Queen’s Road Central, Hong KongPrimavera Capital Acquisition Corp. • January 26th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Primavera Capital Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Primavera Capital Acquisition LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong. In exchange therefore, the Company shall pay Primavera Capital Acquisition LLC up to $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
Primavera Capital Acquisition Corporation 41/F Gloucester Tower, 15 Queen’s Road Central, Hong KongPrimavera Capital Acquisition Corp. • January 6th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Primavera Capital Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Primavera Capital Acquisition LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong. In exchange therefore, the Company shall pay Primavera Capital Acquisition LLC up to $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
Primavera Capital Acquisition Corporation (“SPAC”) Primavera Capital Acquisition LLC (“Sponsor”) 41/F Gloucester Tower Hong Kong Lanvin Group Holdings Limited 复朗集团 (“PubCo”) 3701-02, Tower S2, Bund Finance Center Shanghai, 200010, China Fosun Fashion...Primavera Capital Acquisition Corp. • December 2nd, 2022 • Blank checks • Hong Kong
Reference is made to the Business Combination Agreement, dated as of March 23, 2022, and as amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022 (as may be further amended, restated, modified or varied in accordance with the terms therein, the “Business Combination Agreement”), by and among SPAC, PubCo and certain other parties thereto. Capitalized terms not defined herein shall have the meanings ascribed to them in the Business Combination Agreement unless otherwise specified.
AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 2nd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This AMENDMENT NO. 4 (this “Amendment”), dated December 2, 2022, to the Business Combination Agreement (as defined below), is made by and among:
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 21st, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This AMENDMENT NO. 2 (this “Amendment”), dated October 20, 2022, to the Business Combination Agreement (as defined below), is made by and among:
