0001213900-25-121312 Sample Contracts
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”).
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”).
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”).
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”).
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).
SECURITY AGREEMENTSecurity Agreement • December 15th, 2025 • Nvni Group LTD • Services-prepackaged software
This SECURITY AGREEMENT, dated as of December __, 2025 (this “Agreement”), is among Nvni Group Limited, a Cayman Islands exempted company (the “Debtor”) and the holders of the Company’s Senior Secured Note, in the original aggregate principal amount of up to $2,865,000 (collectively, the “Notes”) signatory hereto, their permitted transferees and assigns (collectively, the “Secured Parties”).