REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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.
30,000,000 Units Primavera Capital Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 6th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
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 6th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 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”).
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 6th, 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 (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (including up to 4,500,000 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 sold in the Public Offering pursuant to
WARRANT AGREEMENT between PRIMAVERA CAPITAL ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 6th, 2021 • Primavera Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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”).
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”).
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.
