INDEMNITY AGREEMENTIndemnity Agreement • August 16th, 2021 • TPB Acquisition Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 13, 2021, by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and each individual listed on the signature pages attached hereto (“Indemnitee”).
17,500,000 Units TPB ACQUISITION CORPORATION I ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2021 • TPB Acquisition Corp I • Blank checks • New York
TPB Acquisition Corporation I, a Cayman Island exempted company (the “Company”), proposes to sell, pursuant to the terms of this agreement (this “Agreement”), to the underwriters named in Schedule I attached to this Agreement (the “Underwriters”), an aggregate of 17,500,000 units of the Company (the “Firm Units”), each unit consisting of one share of Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-third of one redeemable warrant of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional 2,625,000 of such units (the “Additional Units”) on the terms set forth in Section 2 of this Agreement. The Firm Units and the Additional Units are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 16th, 2021 • TPB Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 10, 2021, is entered into by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and TPB Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 16th, 2021 • TPB Acquisition Corp I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2021, is made and entered into by and among TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), TPB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
TPB Acquisition Corporation ILetter Agreement • August 16th, 2021 • TPB Acquisition Corp I • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • August 16th, 2021 • TPB Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 13, 2021, is by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 16th, 2021 • TPB Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 13, 2021 by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • April 21st, 2021 • TPB Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [____], 2021 by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 16th, 2021 • TPB Acquisition Corp I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 10, 2021, between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and TPB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”). The amount of Units (as defined below) subject to forward purchase by the Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company provided that the Forward Purchase remains constant).
20,000,000 Units TPB ACQUISITION CORPORATION I ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2021 • TPB Acquisition Corp I • Blank checks • New York
Barclays Capital Inc. Code Advisors LLC As Representatives of the several Underwriters named in Schedule I attached hereto,
TPB Acquisition Corporation I Floor 4, Willow House, Cricket Square Grand Cayman, KY1-9010, Cayman IslandsTPB Acquisition Corp I • February 19th, 2021 • New York
This agreement (this “Agreement”) is entered into on February 8, 2021 by and between TPB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
TPB ACQUISITION CORPORATION ITPB Acquisition Corp I • August 16th, 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 TPB Acquisition Corporation I (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”), TPB Acquisition Sponsor I, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1 Letterman Drive Suite A3-1, San Francisco, CA 94129 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing month
Re: Amendment No. 2 to Sponsor Letter Agreement (the “Letter Agreement”), dated August 13, 2021, as amended on September 14, 2022, among TPB Acquisition Corporation I, TPB Acquisition Sponsor I, LLC and the Company’s officers and directorsLetter Agreement • March 1st, 2023 • TPB Acquisition Corp I • Blank checks
This Amendment No. 2 to the Letter Agreement (this “Amendment No. 2”) is being delivered, in connection with the closing of the transactions contemplated by that certain Business Combination Agreement, dated as September 15, 2022, by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Lavoro Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“First Merger Sub”), Lavoro Merger Sub II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Second Merger Sub”), Lavoro Merger Sub III Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Third Merger Sub” and, together with First Merger Sub and Second Merger Sub, the “Merger Subs”), Lavoro Agro Limited, an ex
TPB ACQUISITION CORPORATION I 1 Letterman Drive Suite A3-1 San Francisco, CA 94129TPB Acquisition Corp I • March 23rd, 2021 • Blank checks
FORM OF FORWARD SHARE PURCHASE AGREEMENTEscrow Agreement • February 21st, 2023 • TPB Acquisition Corp I • Blank checks • New York
The purpose of this notice is to confirm certain terms of the sale of Class A ordinary shares, par value $0.001 per share, of Lavoro Limited (the “Shares”) relating to the transaction described in that certain Forward Share Purchase Agreement dated February 20, 2023.
