Nvni Group LTD Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December [_], 2024, by and between Nvni Group Limited, a Cayman Islands exempted company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between Nvni Group Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES B ORDINARY SHARE PURCHASE WARRANT Nvni Group LimitedSecurity Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software
THIS SERIES B ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 3, 2025 (the “Initial Exercise Date”) and prior to at 5:00 p.m. (New York time) the five year anniversary of the effectiveness of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nvni Group Limited, a Cayman Islands exempted company (the “Company”), up to the Maximum Eligibility Number of Ordinary Shares (as hereinafter defined), as subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 26th, 2024 • Nvni Group LTD • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made on June 07, 2024, by and between Nvni Group Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and Marco Aurelio Leone Fernandes (the “Indemnitee”), a director of the Company.
AMENDMENT TO PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANTPlacement Agent Ordinary Share Purchase Warrant • February 10th, 2025 • Nvni Group LTD • Services-prepackaged software
This AMENDMENT TO ORDINARY SHARE PURCHASE WARRANT (this “Amendment”) is entered into and made effective as of January 31, 2025, by and between Nvni Group Limited, a Cayman Islands exempted company (the “Company”), and Maxim Partners LLC. (the “Holder”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • November 1st, 2024 • Nvni Group LTD • Services-prepackaged software • New York
This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2024, is entered into by and between NVNI GROUP, Ltd., a Cayman Islands company (the “Company”), and Heru Investment Holdings Limited, a company established under the laws of British Virgin Islands (the “Investor”). The Company and the Investor are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT Nvni Group LimitedPlacement Agent Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 3, 2024 (the “Initial Exercise Date”) and prior to at 5:00 p.m. (New York time) on December 31, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nvni Group Limited, a Cayman Islands exempted company (the “Company”), up to ______ Ordinary Shares (as hereinafter defined), as subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • December 27th, 2024 • Nvni Group LTD • Services-prepackaged software • New York
This Warrant Exchange Agreement (this “Agreement”) is made and entered into as of December 27, 2024 (the “Effective Date”), by and among Nvni Group Limited, a Cayman Islands exempted company (the “Company”), and Alta Partners, LLC (the “Holder”). The Company and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • August 5th, 2025 • Nvni Group LTD • Services-prepackaged software
THIS SETTLEMENT AGREEMENT (this “Agreement”) is entered into and made effective as of July [*], 2025 (the “Effective Date”), by and between Ryan Davis, an individual (“Ryan”), and NVNI GROUP LIMITED, a Cayman Islands exempted company (the “Company”). Ryan and the Company may be referred to herein individually as a “Party” and, collectively as the “Parties.”
SENIOR SECURED NOTE DUE APRIL 15, 2027Convertible Security Agreement • December 15th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
THIS SENIOR SECURED NOTE is one of a series of duly authorized and validly issued Senior Secured Notes of Nvni Group Limited, a Cayman Islands exempted company (the “Company”), having its principal place of business at P.O. Box 10008, Pavilion East, Cricket Square Grand Cayman, Cayman Islands KY1-1001 designated as its Senior Secured Note due April 15, 2027 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
LOCK-UP AGREEMENTLock-Up Agreement • September 29th, 2023 • Nvni Group LTD • Services-prepackaged software • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 29, 2023 by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), and each of the stockholder parties identified on Exhibit A hereto (together with any other Person who, following the effective date of this Agreement, enters into a joinder to this Agreement substantially in the form of Exhibit B hereto with New PubCo and is designated as a “Holder” for purposes of this Agreement, each, a “Holder” and collectively, the “Holders”). New PubCo and each Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2023 • Nvni Group LTD • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2023, is made and entered into by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), certain parties set forth on Exhibit A hereto (such parties, together with the Sponsor, the “Sponsor Parties” and individually, a “Sponsor Party”), and certain former shareholders of Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Nuvini”), listed on Exhibit B hereto (such stockholders, the “Nuvini Holders” and, collectively with each Sponsor Party and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.9 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Bus
FORM OF] SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2023 • Nvni Group LTD • Services-prepackaged software
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September ___, 2023, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
SENIOR NOTE DUE 2025Security Agreement • August 13th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
THIS SENIOR NOTE is a duly authorized and validly issued Senior Note of Nvni Group Limited (the “Company”), a Cayman Islands exempted company, having its registered office at P.O. Box 10008, Pavilion East, Cricket Square, Grand Cayman, Cayman Islands KY1-1001, and designated as its Senior Note due 2025 (this “Note”). This Note is one of several Notes being issued to the Holder pursuant to that certain Securities Purchase Agreement dated as of the date hereof, by and between the Company and the parties thereto as “Buyers” (such Notes, including this Note, collectively, the “Notes”).
Advisor AgreementAdvisor Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
This Advisor Agreement (“Agreement”) is entered into as of the date set forth on the signature page by and between Nuvini S.A. (“Nuvini”) and the undersigned advisor (the “Advisor”).
FORM OF] ADHERENCE AGREEMENT TO NUVINI S.A. STOCK OPTION SUBSCRIPTION PLANAdherence Agreement to Stock Option Subscription Plan • September 29th, 2023 • Nvni Group LTD • Services-prepackaged software
I, [ ], [ ], residing at [ ] (“Beneficiary”), hereby declare, through this “Adherence Agreement to the Nuvini S.A. Stock Option Subscription Plan” (“Adherence Agreement”), that I have read, analyzed, agreed to, and fully accepted, without any reservations, all the terms and conditions established in the “Nuvini S.A. Stock Option Subscription Plan” (“Plan”), registered under CNPJ number [ ], headquartered in the Municipality of São Paulo, State of São Paulo, at Rua Jesuíno Arruda, No. 769, Suite 20-B, Itaim Bibi, ZIP Code 04532-082, (“Company”) as approved at the extraordinary general meeting of the Company held on June 30, 2021 (“Plan”), under the following terms and conditions:
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) FIRST AMENDMENT TO THE LOAN AGREEMENTLoan Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
AURY RONAN FRANCISCO, a Brazilian citizen, married, accountant, enrolled with the Individual Taxpayers Register of the Ministry of Finance (CPF/MF) [***] (the “Lender”); and
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) LOAN AGREEMENTLoan Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
ACCIPIENS CONSULTORIA E PARTICIPAÇÕES EIRELI, enrolled with the National Corporate Taxpayers Register (CNPJ) [***], with principal place of business at rua Cuba, 253, Jardim América, in the city and State of São Paulo, Postal Code (CEP) 01436-020, represented herein by Luiz Antonio Busnello Fernandes, Individual Taxpayers Register (CPF) [***] hereinafter referred to as the “LENDER”; and
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) LOAN AGREEMENTLoan Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
PIERRE CARNEIRO RIBEIRO SCHURMANN, a Brazilian citizen, married under the regime of separation of property, business administrator, [***] hereinafter referred to as the “LENDER”; and
WARRANT TERMINATION AND ADOPTION AGREEMENT among MERCATO PARTNERS ACQUISITION CORP., NVNI GROUP LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2023Warrant Termination and Adoption Agreement • September 29th, 2023 • Nvni Group LTD • Services-prepackaged software • New York
THIS WARRANT TERMINATION AND ADOPTION AGREEMENT (this “Agreement”), dated September 29, 2023, is made by and among Mercato Partners Acquisition Corp., a Delaware corporation (the “Company”), Nvni Group Limited, a Cayman Islands exempted company (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement (as defined below).
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) FOURTH LOAN AGREEMENTLoan Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
PIERRE CARNEIRO RIBEIRO SCHURMANN, a Brazilian citizen, married under the regime of separation of property, business administrator, enrolled with the Individual Taxpayers Register of the Ministry of Finance (CPF/MF) [***] (the “Lender”); and
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) SECOND AMENDMENT TO THE LOAN AGREEMENTLoan Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
AURY RONAN FRANCISCO, a Brazilian citizen, married, accountant, enrolled with the Individual Taxpayers Register of the Ministry of Finance (CPF/MF) [***] (the “Lender”); and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 11, 2025, by and between Nvni Group Limited, a Cayman Islands exempted company, having its registered office at P.O. Box 10008, Pavilion East, Cricket Square, Grand Cayman, Cayman Islands KY1-1001 (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) LOAN AGREEMENTLoan Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
PIERRE CARNEIRO RIBEIRO SCHURMANN, a Brazilian citizen, married under the regime of separation of property, business administrator, [***] hereinafter referred to as the “LENDER”; and
SUBSIDIARY GUARANTYSubsidiary Guaranty • December 15th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
This SUBSIDIARY GUARANTY (this “Agreement”), dated as of December __, 2025, is made by and among each of the undersigned Guarantors (collectively, the “Guarantors” and each of them a “Guarantor”) and [ ], as agent for the Holders (as defined below) (in such capacity and together with any successors in such capacity, the “Collateral Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2023, by [•] and between Nvni Group Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and (the “Indemnitee”), [a director/an executive officer] of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2025 • Nvni Group LTD • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 11, 2025, by and between Nvni Group Limited, a Cayman Islands exempted company (the “Company”), and each of the several buyers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) LOAN AGREEMENTLoan Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
ACCIPIENS CONSULTORIA E PARTICIPAÇÕES EIRELI, enrolled with the National Corporate Taxpayers Register (CNPJ) [***], with principal place of business at rua Cuba, 253, Jardim América, in the city and State of São Paulo, Postal Code (CEP) 01436-020, represented herein by Luiz Antonio Busnello Fernandes, [***], hereinafter referred to as the “LENDER”; and
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) THIRD LOAN AGREEMENTLoan Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
PIERRE CARNEIRO RIBEIRO SCHURMANN, a Brazilian citizen, married under the regime of separation of property, business administrator, [***] the “Lender”); and
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) AMENDMENT TO THE LOAN AGREEMENTSLoan Agreement • June 16th, 2023 • Nvni Group LTD • Services-prepackaged software
This Amendment with respect to the First, Second, Third, Fourth, Fifth, and Sixth Loan Agreements and to the Restated Amendment (the “Amendment”) is entered into by and between the following parties:
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • December 15th, 2025 • Nvni Group LTD • Services-prepackaged software
This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made effective as of December 11, 2025, by and between Nvni Group Limited (the “Company”) and the undersigned holder (the “Holder”) of outstanding Senior Note Due 2025 in the aggregate outstanding principal amount of $5,040,000 (the “Existing Note”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given such terms in the Purchase Agreement (as defined herein).
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • August 5th, 2025 • Nvni Group LTD • Services-prepackaged software
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into and made effective as of July [*], 2025 (the “Effective Date”), by and between Sean Davis, an individual (“Davis”), and NVNI GROUP LIMITED, a Cayman Islands exempted company (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2025, between Nvni Group Limited, a Cayman Islands exempted company, having its registered office at P.O. Box 10008, Pavilion East, Cricket Square, Grand Cayman, Cayman Islands KY1-1001 (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
BINDING INVESTMENT AGREEMENTBinding Investment Agreement • December 10th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
Upon execution by both parties, this Agreement shall constitute a legally binding contract enforceable in accordance with its terms. Each party acknowledges that they have had the opportunity to consult with independent legal counsel prior to execution.