MELI Kaszek Pioneer Corp Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 1st, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2021, is made and entered into by and among MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), MELI Kaszek Pioneer Sponsor LLC, a Cayman Island 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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MELI Kaszek Pioneer Corp Individual Office No. 07-156 Miami, Florida 33130 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”) and BofA Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 3,750,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Ordina

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MELI Kaszek Pioneer Corp
Securities Subscription Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

This agreement (this “Agreement”) is entered into as of June 17, 2021, by and between MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 3,194,444 shares of Class B ordinary shares, $0.0001 par value per share (the “Class B Shares”) and 9,126,984 shares of Class L ordinary shares, $0.0001 par value per share (the “Class L Shares” and together with the Class B Shares, the “Shares”), up to 416,667 and 1,190,476 of which, respectively, are subject to forfeiture 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:

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WARRANT AGREEMENT between MELI KASZEK PIONEER CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • July 26th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between MELI Kaszek Pioneer Corp, 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 1st, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 1, 2021 by and between MELI Kaszek Pioneer Corp, a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
Private Placement Shares Purchase Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), and MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
Private Placement Shares Purchase Agreement • October 1st, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of October 1, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), and MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

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October 1, 2021 Re: Forward Purchase Agreement Ladies and Gentlemen:
MELI Kaszek Pioneer Corp • October 1st, 2021 • Blank checks • New York

We are pleased to accept the offer the undersigned subscriber (the “Subscriber” or “you”) has made MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), to purchase 5,000,000 shares of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Shares”), at a price of $10.00 per Forward Purchase Share. The Shares hereinafter may be referred to as the “Forward Purchase Securities.” The parties acknowledge that, at the closing of the Company’s Business Combination (the “Business Combination Closing”), the Company may deliver to the Subscriber the number of Shares to be purchased by the Subscriber pursuant hereto. The terms on which the Company is willing to sell the Forward Purchase Securities to the Subscriber, and the Company and the Subscriber’s agreements regarding such Forward Purchase Securities, are set forth in this agreement (this “Agreement”) and are as follows:

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25,000,000 Class A Ordinary Shares MELI Kaszek Pioneer Corp UNDERWRITING AGREEMENT
Securities Purchase Agreement • October 1st, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

Reference is made to the presentation dated September 2021 used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Act.

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MELI KASZEK PIONEER CORP Miami, FL 33130
Letter Agreement • October 1st, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

This letter agreement (this “Agreement”) by and among MELI Kaszek Pioneer Corp (the “Company”) and MELI Kaszek Pioneer Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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MELI KASZEK PIONEER CORP Miami, FL 33130
Letter Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

This letter agreement (this “Agreement”) by and among MELI Kaszek Pioneer Corp (the “Company”) and MELI Kaszek Pioneer Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Subscription of Shares and Amendment No. 1 to the Securities Subscription Agreement
Securities Subscription Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

This Subscription of Shares and Amendment No. 1 to the Securities Subscription Agreement (as defined below), dated September 10, 2021 (this “Agreement”), is made by and between MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), and MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber”).

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September 21, 2021 MELI Kaszek Pioneer Corp Individual Office No. 07-156 Miami, Florida 33130 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • October 1st, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”) and BofA Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 3,750,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Ordina

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