425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2022

TPB ACQUISITION CORPORATION I

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-40732	98-1582136
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 Letterman Drive, Suite A3-1 San Francisco, CA	94129
(Address of Principal Executive Offices)	(Zip Code)

(415) 854-7074

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	TPBAU	Nasdaq Capital Market
Class A ordinary shares included as part of the units	TPBA	Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TPBAW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

The Business Combination Agreement

On September 14, 2022, TPB Acquisition Corporation I (“SPAC”) entered into a Business Combination Agreement (the “Business Combination Agreement”) 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 exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and SPAC, an exempted company incorporated with limited liability in the Cayman Islands. Each of New PubCo, the Merger Subs, the Company and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties.” Terms used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth in the Business Combination Agreement, on the date immediately prior to the Closing Date, substantially concurrently with and immediately after the closing of the PIPE Investment (as defined below), (A) First Merger Sub shall be merged with and into SPAC (the “First Merger”), with SPAC surviving as a direct wholly owned subsidiary of New PubCo, (B) immediately following the First Merger, SPAC, as successor in the First Merger, shall be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “SPAC Mergers”), with Second Merger Sub surviving as a direct wholly owned subsidiary of New PubCo, and (C) on the Closing Date, Third Merger Sub shall be merged with and into the Company (the “Third Merger” and, together with the SPAC Merger, the “Mergers”) with the Company surviving as a direct wholly owned subsidiary of New PubCo.

As a result of the Third Merger, among other things, (i) each Company Share owned by the Company, Third Merger Sub or any wholly owned subsidiary of the Company immediately prior to the Third Merger shall automatically be cancelled, (ii) each Company Share that is not a Cashout Share that is issued and outstanding immediately prior to the Third Effective Time will be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and nonassessable New PubCo Class A Ordinary Shares equal to the Per Share Stock Consideration and (iii) each Cashout Share, if any, shall be converted into and shall for all purposes represent only the right to receive the Per Share Cash Consideration.

The Per Share Stock Consideration delivered to shareholders of the Company shall be an amount of New PubCo Ordinary Shares equal to the Equity Value of $1.125 billion, as adjusted by the Adjustment Factor, divided by the fully diluted outstanding shares of the Company prior to the Closing, divided by $10.00 (the per share reference price). Pursuant to the SPAC Mergers, (i) each SPAC Class A Ordinary Share and SPAC Class B Ordinary Share (collectively, the “SPAC Shares”), other than SPAC Shares that are owned by SPAC, First Merger Sub or any wholly owned subsidiary of SPAC, will be exchanged for New PubCo Ordinary Shares (as adjusted in accordance with the SPAC Exchange Ratio), and (ii) each SPAC Warrant will become a New PubCo Warrant to acquire New PubCo Ordinary Shares (as adjusted in accordance with the SPAC Exchange Ratio) on the same terms and conditions.

The Business Combination Agreement, the SPAC Mergers and the Transaction Agreements have been unanimously approved by SPAC’s board of directors (the “Board”) and the Board has unanimously determined to recommend that the shareholders of SPAC vote to approve the SPAC Shareholder Matters and such other actions as contemplated by the Business Combination Agreement.

Board Composition

Pursuant and subject to the terms of the Business Combination Agreement, the board of directors of New PubCo as of immediately following the Closing will consist of seven directors, four of which shall be designated by the Company’s existing shareholders and the other three of which shall be designated by TPB Acquisition Sponsor I, LLC (the “Sponsor”).

Representations and Warranties

The Business Combination Agreement contains representations and warranties that are customary for transactions of this nature, including with respect to, among other things: corporate matters, including organization, existence and standing; authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary agreements; no conflict; governmental approvals and financial statements.

Covenants

The Business Combination Agreement includes customary covenants of the Parties with respect to operation of their respective businesses prior to the consummation of the Mergers. The Business Combination Agreement contains additional covenants of the Parties, including, among others: (i) covenants providing that the parties cooperate with respect to the proxy statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Business Combination Agreement (and any amendments and supplements), (ii) covenant of SPAC to convene a meeting of SPAC’s shareholders and to solicit proxies from its shareholders in favor of the approval of the Business Combination Agreement and the SPAC Shareholder Matters, (iii) a covenant providing that the parties shall take further actions as may be necessary, proper or advisable to consummate and make effective the Mergers, (iv) a covenant of New PubCo and the Company to obtain any required consents or approvals pursuant to any applicable antitrust laws or other applicable legal requirements, (v) covenants maintaining confidentiality and public announcements and other communications regarding the Business Combination Agreement and the transactions and other documents contemplated thereby and related matters, (vi) a covenant of the Company and its subsidiaries not to engage in any transactions involving the securities of SPAC prior to public announcement of the material terms of the transactions, and (vii) covenants providing that the parties will not solicit, initiate, enter into or continue discussions, negotiations or transactions with respect to any other similar business combination transaction.

Conditions to the Consummation of the Transaction

Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary closing conditions, including approval by SPAC’s and the Company’s shareholders. The Business Combination Agreement also contains other conditions, including, among others: (i) SPAC having at least $5,000,001 of net tangible assets following the exercise by the holders of the SPAC’s Class A Ordinary Shares issued in SPAC’s initial public offering of securities and outstanding immediately before the First Effective Time of their right to redeem their SPAC Class A Ordinary Shares in accordance with SPAC’s governing documents, (ii) the approval by the applicable governmental authorities and the absence of any applicable Legal Requirement prohibiting or enjoining the consummation of the transactions, (iii) the receipt of approval for the New PubCo Ordinary Shares to be listed on Nasdaq or another public stock market or exchange in the United States, subject to the official notice of issuance thereof and the requirement to have a sufficient number of round lot holders, and (iv) the effectiveness of the registration statement on Form F-4 to be filed by New PubCo (the “Registration Statement”), which Registration Statement shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Registration Statement.

In addition, each party’s obligations to consummate the Closing is subject to the condition that SPAC Cash, comprising the aggregate amount of cash contained in the Trust Account (giving effect to the Redemption), plus proceeds of the PIPE Investment, minus transaction costs, shall equal or exceed $180,000,000. The parties agree that they may solicit additional PIPE Investments prior to the Closing, on terms and with counterparties mutually agreeable to the parties.

Termination

The Business Combination Agreement may be terminated at any time prior to the consummation of the Mergers by mutual written consent of SPAC and the Company and in certain other circumstances, including, but not limited to if: (i) the Closing has not occurred by March 31, 2023, (ii) a governmental entity shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions, and such order or other action has become final and non-appealable or (iii) the SPAC Mergers and SPAC Shareholder Matters are not approved by SPAC’s shareholders at the duly convened meeting of SPAC’s shareholders.

A copy of the Business Combination Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been provided to investors with information regarding its terms. It is not intended to provide any other factual information about SPAC or any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to SPAC’s investors and security holders. SPAC investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the SPAC’s public disclosures.

Related Agreements

Voting and Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, New PubCo, SPAC, the Company and the Company’s Shareholders have entered into a voting and support agreement (the “Voting and Support Agreement”), pursuant to which, prior to the First Effective Time (and conditioned upon the occurrence of the First Effective Time), the Company Shareholders will, among other things, vote to approve the Third Merger and such other actions as contemplated in the Business Combination Agreement for which the approval of the Company Shareholders is required.

The Voting and Support Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the Voting and Support Agreement is qualified in its entirety by reference thereto.

Company Shareholder Lock-up Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, New PubCo, the Company, SPAC and the Company Shareholders have entered into a lock-up agreement (the “Lock-up Agreement”), pursuant to which, the Company Shareholders agreed, among other things, agreed to transfer restrictions on the New PubCo Class A Ordinary Shares, held by such Company Shareholder, as of the Closing Date immediately following the Mergers (the “Lock-up Shares”) for a period (i) for 25% of the Lock-Up Shares held by the Company Shareholders (and their respective permitted transferees), the date that is 180 days following the Closing Date, (ii) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 50% of the Lock-Up Shares) held by the Company Shareholders (and their respective permitted transferees), the date that is one year following the Closing Date, (iii) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 75% of the Lock-Up Shares) held by the Company Shareholders (and their respective permitted transferees), the date that is eighteen (18) months following the Closing Date, and (iv) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 100% of the Lock-Up Shares) held by the Company Shareholders (and their respective permitted transferees), the date that is two years following the Closing Date.

The Lock-up Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and the foregoing description of the Lock-up Agreement is qualified in its entirety by reference thereto.

PIPE Subscription Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, a certain investor (the “PIPE Investor”) has entered into a share subscription agreement (a “PIPE Subscription Agreement”) pursuant to which the PIPE Investor has committed (the “PIPE Investment”) to subscribe for and purchase, for an aggregate purchase price of $100,000,000, 10,000,000 Class A Ordinary Shares (at $10.00 per share). The Sponsor is the PIPE Investor, and an affiliate of the SPAC.

The form of PIPE Subscription Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and the foregoing description of the form of PIPE Subscription Agreement is qualified in its entirety by reference thereto.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor amended its existing letter agreement, dated August 13, 2021 (the “Amendment to the Sponsor Letter Agreement”) with SPAC pursuant to which the Sponsor agreed to, among other things, (i) vote all of their respective SPAC Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) in favor of the Business Combination and related transactions, (ii) to take certain other actions in support of the Business Combination Agreement and related transactions, and (iii) to be bound by transfer restrictions for two years after the Closing Date (“Sponsor Lock-Up”), provided however (x) 50% of the Founder Shares shall be released from the Sponsor Lock-Up one year following the Closing Date, (y) an additional 25% of the Founder Shares (i.e., totaling an aggregate of 75% of the Founder Shares) shall be released from the Sponsor Lock-Up eighteen (18) months following the Closing Date, and (z) an additional 25% of the Founder Shares (i.e., totaling an aggregate of 100% of the Founder Shares) shall be released from the Sponsor Lock-Up the date that is two years following the Closing Date.

The Sponsor also agreed that 3,006,050 of the Founder Shares of the Sponsor will be deemed to be “Vesting Founder Shares.” The Sponsor agreed that the Vesting Founder Shares shall be subject to vesting and that (i) 50% of the Vesting Founder Shares will vest if at any time during the 3-year period following the Closing Date the closing share price of the New PubCo Ordinary Shares is greater than or equal to $12.50 over any 20 trading days within any consecutive 30 trading day period and (ii) the remaining 50% of the Vesting Founder Shares will vest if at any time during the 3 year period following the Closing Date the closing share price of the New PubCo Ordinary Shares is greater than or equal to $15.00 over any 20 trading days within any consecutive 30 trading day period, subject to the terms of the Sponsor Letter Agreement.

The Amendment to the Sponsor Letter Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and the foregoing description of the form of Amendment to the Sponsor Letter Agreement is qualified in its entirety by reference thereto.

A&R Registration Rights Agreement

At the consummation of the Business Combination Agreement, New PubCo, the Sponsor and certain persons named therein shall enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), pursuant to which that certain Registration Rights Agreement, dated as of August 13, 2021, shall be amended and restated in its entirety, as of the Closing. As a result, the holders of registrable securities will be able to make a written demand for registration under the Securities Act of 1933, as amended (the “Securities Act”) of all or a portion of their registrable securities, subject to certain limitations so long as such demand includes a number of registrable securities with a total offering price in excess of $30 million. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, the New PubCo shall not be required to conduct more than two underwritten offerings in any 12-month period. In addition, the holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing. New PubCo has also agreed to file within 30 days of the Closing a resale shelf registration statement covering the resale of all registrable securities.

The form of A&R Registration Rights Agreement is filed as Exhibit 10.5 to this Current Report on Form 8-K and the foregoing description of the form of A&R Registration Rights Agreement is qualified in its entirety by reference thereto.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of Class A ordinary shares of SPAC to the PIPE Investor is incorporated by reference herein. The Class A ordinary shares issuable to the PIPE Investor in connection with the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2. and Exhibit 99.3, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filing of SPAC under Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.

On September 15, 2022, SPAC and New PubCo issued a joint press release announcing the execution of the Business Combination Agreement and the transactions contemplated thereby. The press release is furnished as Exhibit 99.1 to this Current Report.

An Investor Presentation for use by SPAC with certain of its shareholders and other persons with respect to the Transactions is furnished as Exhibit 99.2 to this Current Report and a transcript of the related video presentation is furnished as Exhibit 99.3 to this Current Report.

Additional Information about the Proposed Business Combination and Where to Find It

The proposed business combination will be submitted to shareholders of SPAC for their consideration. New PubCo intends to file the Registration Statement with the SEC which will include preliminary and definitive proxy statements to be distributed by SPAC to SPAC’s shareholders in connection with SPAC’s solicitation for proxies for the vote by SPAC’s shareholders on the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, SPAC will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. SPAC’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with SPAC’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination, because these documents will contain important information about SPAC, the Company and the proposed business combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by SPAC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: TPB Acquisition Corporation I, 1 Letterman Drive, Suite A3-1, San Francisco, CA 94129.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

SPAC, the Company and certain of their respective directors, executive officers and other members of management, employees and consultants may, under SEC rules, be deemed to be participants in the solicitations of proxies from SPAC’s shareholders in connection with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of SPAC’s shareholders in connection with the proposed business combination will be set forth in SPAC’s proxy statement / prospectus when it is filed with the SEC. You can find more information about SPAC’s directors and executive officers in SPAC’s final prospectus that forms a part of SPAC’s Registration Statement on Form S-1 (Reg No. 333-253325), filed with the SEC pursuant to Rule 424(b)(4) on August 12, 2021 (the “Prospectus”). Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement / prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement / prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This communication relates to a potential financing through a private placement of common stock of a newly formed holding company to be issued in connection with the transaction. This communication shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act.

Forward-Looking Statements

The information in this communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the expected benefits of the proposed business combination; any indications of interest in the proposed PIPE Investment; the satisfaction of closing conditions to any business combination and any related financing, the amount of redemption requests made by SAPC’s public stockholders and the completion of the proposed business combination, including the anticipated structure and closing date of the proposed business combination and the use of the cash proceeds therefrom; anticipated management and directors of the resulting issuer; any anticipated shareholder approvals; and the pro forma ownership of the resulting issuer. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the Company’s and SPAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and SPAC. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that shareholder approval will not be obtained; the risk that the transaction may not be completed by SPAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SPAC; the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the Business Combination Agreement by the SPAC ‘s shareholders; the lack of a third party valuation in determining whether or not to pursue the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results, and business generally; risks that the proposed transaction disrupts current plans and operations of the Company and potential difficulties in employee retention as a result of the proposed transaction; the outcome of any legal proceedings that may be instituted against the Company, SPAC or the combined company related to the Business Combination Agreement or the proposed transaction; the ability to maintain the listing of SPAC’s securities on a national securities exchange; the price of SPAC’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which SPAC plans to operate or the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting SPAC’s or the Company’s business; the Company’s inability to meet or exceed its financial projections and changes in the combined capital structure; changes in general economic conditions, including as a result of the COVID-19 pandemic; the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; changes in domestic and foreign business, market, financial, political and legal conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries and other risks and uncertainties indicated from time to time in the final prospectus of SPAC for its initial public offering and the proxy statement/prospectus to be filed relating to the proposed business combination or in the future, including those under “Risk Factors” therein, and in SPAC’s other filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SPAC nor the Company presently know or that SPAC nor the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SPAC’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. SPAC and the Company anticipate that subsequent events and developments will cause SPAC’s or the Company’s assessments to change. However, while SPAC and the SPAC may elect to update these forward-looking statements at some point in the future, SPAC and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing SPAC’s or the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Business Combination Agreement, dated as of September 14, 2022, by and among New PubCo, the Merger Subs, the Company and SPAC*
10.1	Voting and Support Agreement, dated September 14, 2022, by and among the Company, the SPAC, and those parties named therein*
10.2	Lock-up Agreement, dated September 14, 2022, by and among the Company, the SPAC, and those parties named therein*
10.3	Form of PIPE Subscription Agreement
10.4	Amendment to the Sponsor Letter Agreement, dated as of September 14, 2022, by and among the SPAC, the Sponsor, and those parties named therein.
10.5	Form of A&R Registration Rights Agreement
99.1	Joint Press Release, dated as of September 15, 2022
99.2	Investor Presentation
99.3	Investor Presentation Transcript
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits and schedules to these exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. SPAC agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TPB Acquisition Corporation I
Date: September 15, 2022	By:	/s/ David Friedberg
	Name:	David Friedberg
	Title:	Chief Executive Officer

EX-2.1

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

by and among

LAVORO LIMITED,

LAVORO MERGER SUB I LIMITED,

LAVORO MERGER SUB II LIMITED,

LAVORO MERGER SUB III LIMITED,

LAVORO AGRO LIMITED

and

TPB ACQUISITION CORPORATION I

dated as of September 14, 2022

Table of Contents

		Page
Article I DEFINITIONS		3
1.1	Defined Terms	3
Article II THE PIPE INVESTMENT; THE MERGERS		19
2.1	The PIPE Investment	19
2.2	SPAC Mergers and Redemption	19
2.3	Company Merger	19
2.4	Closing	19
2.5	Effective Times	20
2.6	Effect of Mergers	20
2.7	Governing Documents	21
2.8	Directors and Officers	21
Article III CLOSING TRANSACTIONS		21
3.1	Effect on SPAC Shares and Warrants, First Merger Sub, Second Merger Sub, Third Merger Sub and New PubCo	21
3.2	Effect on Company Shares and Third Merger Sub	23
3.3	Treatment of Company Share Plan	24
3.4	Exchange Procedures	24
3.5	Issuance of the Per Share Merger Consideration	25
3.6	SPAC Financing Certificate	25
3.7	Closing Calculations	26
3.8	[Reserved.]	26
3.9	Withholding Taxes	26
3.10	Taking of Necessary Action; Further Action	26
Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		27
4.1	Organization and Qualification	27
4.2	Company Subsidiaries	27
4.3	Capitalization of the Company	28
4.4	Authority Relative to this Agreement	29
4.5	No Conflict; Required Filings and Consents	29
4.6	Compliance; Approvals	30
4.7	Financial Statements	30
4.8	No Undisclosed Liabilities	31
4.9	Absence of Certain Changes or Events	31
4.10	Litigation	31
4.11	Employee Benefit Plans	32
4.12	Labor Matters	33
4.13	Real Property; Tangible Property	35
4.14	Taxes	36
4.15	Brokers; Third Party Expenses	38
4.16	Intellectual Property	38
4.17	Privacy	40
4.18	Agreements, Contracts and Commitments	41
4.19	Insurance	43
4.20	Interested Party Transactions	43

4.21	Information Supplied	44
4.22	Anti-Bribery; Anti-Corruption	44
4.23	International Trade; Sanctions	45
4.24	Customers and Suppliers	45
4.25	Environmental Matters	46
4.26	Board Approval; Vote Required	46
4.27	Books and Records	46
4.28	Disclaimer of Other Warranties	46
Article V REPRESENTATIONS AND WARRANTIES OF NEW PUBCO, FIRST MERGER SUB, SECOND MERGER SUB AND THIRD MERGER SUB		47
5.1	New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub	47
5.2	Capitalization	48
5.3	Authority Relative to this Agreement	48
5.4	No Conflict; Required Filings and Consents	48
5.5	Compliance; Approvals	49
5.6	Information Supplied	50
5.7	Brokers	50
5.8	Disclaimer of Other Warranties	50
Article VI REPRESENTATIONS AND WARRANTIES OF SPAC		50
6.1	Organization and Qualification	50
6.2	Capitalization	51
6.3	Authority Relative to this Agreement	52
6.4	No Conflict; Required Filings and Consents	52
6.5	Compliance; Approvals	53
6.6	SPAC SEC Reports and Financial Statements	53
6.7	Absence of Certain Changes or Events	54
6.8	Litigation	54
6.9	Business Activities	54
6.10	SPAC Material Contracts	55
6.11	SPAC Listing	55
6.12	PIPE Investment Amount	55
6.13	Trust Account	56
6.14	Taxes	57
6.15	Information Supplied	58
6.16	Employees; Benefit Plans	58
6.17	Board Approval; Shareholder Vote	59
6.18	Affiliate Transactions	59
6.19	Brokers	59
6.20	Investment Company Act	59
6.21	JOBS Act	59
6.22	Disclaimer of Other Warranties	59
Article VII CONDUCT PRIOR TO THE CLOSING DATE		60
7.1	Conduct of Business by the Company and the Company Subsidiaries	60
7.2	Conduct of Business by SPAC	63
7.3	Conduct of Business by New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub	65
Article VIII ADDITIONAL AGREEMENTS		66
8.1	Proxy Statement; Special Meeting	66

ii

8.2	Certain Regulatory Matters	68
8.3	Other Filings; Press Release	69
8.4	Confidentiality; Communications Plan; Access to Information	69
8.5	Reasonable Best Efforts	71
8.6	No SPAC Securities Transactions	71
8.7	No Claim Against Trust Account	71
8.8	Disclosure of Certain Matters	72
8.9	Securities Listing	72
8.10	No Solicitation	72
8.11	Trust Account	73
8.12	Director and Officer Matters	73
8.13	Tax Matters	75
8.14	Subscription Agreements	77
8.15	Section 16 Matters	77
8.16	Qualification as a Foreign Private Issuer	77
8.17	Qualification as an Emerging Growth Company	77
8.18	New PubCo Board	77
8.19	New PubCo Equity Plan	78
8.20	Interim Financial Statements	78
8.21	SEC Financial Statements	78
8.22	Company Approval	79
8.23	Pre-Closing Restructuring	79
8.24	Transaction Litigation	79
8.25	Compliance With Schedule C	80
Article IX CONDITIONS TO THE TRANSACTION		80
9.1	Conditions to Obligations of Each Party’s Obligations	80
9.2	Additional Conditions to Obligations of the Company	81
9.3	Additional Conditions to the Obligations of SPAC	82
Article X TERMINATION		83
10.1	Termination	83
10.2	Notice of Termination; Effect of Termination	84
10.3	Expense Reimbursement	84
Article XI NO SURVIVAL		85
11.1	No Survival	85
Article XII GENERAL PROVISIONS		85
12.1	Notices	85
12.2	Interpretation	86
12.3	Counterparts; Electronic Delivery	86
12.4	Entire Agreement; Third Party Beneficiaries	87
12.5	Severability	87
12.6	Other Remedies; Specific Performance	87
12.7	Governing Law	87
12.8	Consent to Jurisdiction; Waiver of Jury Trial	88
12.9	Rules of Construction	88
12.10	Expenses	89
12.11	Assignment	89
12.12	Amendment	89
12.13	Extension; Waiver	89

iii

12.14	No Recourse	89
12.15	Legal Representation	90
12.16	Disclosure Letters and Exhibits	91

Exhibits and Schedules

Exhibit A	Form of Voting and Support Agreement
Exhibit B	Form of Lock-Up Agreement
Exhibit C	Form of Sponsor Letter Agreement
Exhibit D	Form of A&R Registration Rights Agreement
Exhibit E	Form of New PubCo Second A&R Charter
Exhibit F	Form of First Plan of Merger
Exhibit G	Form of Second Plan of Merger
Exhibit H	Form of Third Plan of Merger
Exhibit I	Form of New PubCo A&R Charter
Schedule A	Pre-Closing Restructuring
Schedule B	New PubCo Board
Schedule C	Adjustment Factor Calculation Methodology
Annex A	Cashout Shares

iv

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT is made and entered into as of September 14, 2022 (this “Agreement”), 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 exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and TPB ACQUISITION CORPORATION I, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”). Each of New PubCo, First Merger Sub, Second Merger Sub, Third Merger Sub, the Company and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties”.

RECITALS

WHEREAS, SPAC is a blank check company incorporated as a Cayman Islands exempted company with limited liability on February 8, 2021 and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, in anticipation of the Transactions (as defined below), (i) the Company (the “Incorporator”) has caused to be incorporated for de minimis consideration, and is the sole shareholder of, New PubCo and (ii) New PubCo has caused to be incorporated, and is the sole shareholder of, (x) First Merger Sub, (y) Second Merger Sub and (z) Third Merger Sub;

WHEREAS, in anticipation of the Transactions, as soon as practicable after the date hereof, and in any event prior to the First Effective Time (as defined below), the Company will use reasonable best efforts to take, or cause to be taken, in accordance with all applicable Legal Requirements (as defined below), all of the actions set forth on Schedule A in order to complete the Pre-Closing Restructuring (as defined below).

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, SPAC and the Company Shareholders will enter into a voting and support agreement in substantially the form attached hereto as Exhibit A (the “Voting and Support Agreement”), pursuant to which the Company Shareholders will agree to, as promptly as practicable following the time at which the Registration Statement shall have been declared effective and made available to such Company Shareholders, approve the actions contemplated in this Agreement for which the approval of the Company Shareholders is required;

WHEREAS, concurrently with the execution and delivery of this Agreement, New PubCo, SPAC and the Company Shareholders will enter into a lock-up agreement in substantially the form attached hereto as Exhibit B (the “Lock-Up Agreement”), pursuant to which the Company Shareholders will agree to certain restrictions on transfer relating to their New PubCo Ordinary Shares as set forth in the Lock-Up Agreement;

WHEREAS, the Parties intend to effect the Mergers (as defined below) in accordance with the Companies Act (as defined below) and upon the terms and conditions set forth in this Agreement whereby (a) on the day immediately prior to Closing Date (as defined below), (i) First Merger Sub shall be merged with and into SPAC (the “First Merger”), with SPAC surviving as a direct wholly owned subsidiary of New PubCo, (ii) immediately following the First Merger, SPAC shall be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “SPAC Mergers”), with Second Merger Sub surviving as a direct wholly owned subsidiary of New PubCo and (b) following the Second Merger, on the Closing Date, Third Merger Sub shall be merged with and into the Company (the “Third Merger” and, together with the SPAC Mergers, the “Mergers”) with the Company surviving as a direct wholly owned subsidiary of New PubCo;

WHEREAS, on the day prior to the Closing Date and immediately following the Second Effective Time, (a) New PubCo will redeem and cancel the shares of New PubCo held by the Incorporator (the “Redemption”), and (b) on the Closing Date and prior to the Third Merger, upon the effectiveness of the New PubCo Second A&R Charter pursuant to this Agreement, each New PubCo Class B Ordinary Share will be converted into a New PubCo Class A Ordinary Share (the “Recapitalization”), as described below;

WHEREAS, the board of directors of SPAC (the “SPAC Board”) has unanimously (i) determined that the Mergers are fair to, and in the best interests of, SPAC and its shareholders, (ii) approved this Agreement, the Mergers, the Transaction Agreements (as defined below) to which it is a party and the other actions contemplated by this Agreement, and (iii) determined to recommend that the shareholders of SPAC (the “SPAC Shareholders”) vote to approve the SPAC Shareholder Matters (as defined below) and such other actions as contemplated by this Agreement (the “SPAC Recommendation”);

WHEREAS, the board of directors of the Company (the “Company Board”) has unanimously (i) determined that the Third Merger is fair to, and in the best interests of, the Company and its shareholders (the “Company Shareholders”), (ii) approved this Agreement, the Third Merger, the Transaction Agreements (as defined below) to which it is a party and the other actions contemplated by this Agreement, and (iii) determined to recommend that the Company Shareholders vote to approve the Third Merger and such other actions as contemplated by this Agreement (the “Company Shareholder Matters”);

WHEREAS, the respective boards of directors of each of New PubCo and the Merger Subs have unanimously determined, approved and declared that the transactions contemplated by this Agreement (including, as applicable, the First Plan of Merger (as defined below), the First Merger, the Second Plan of Merger (as defined below), the Second Merger, the Third Plan of Merger (as defined below), the Third Merger and the Transaction Agreements to which they are a party) are in the best interests of their respective companies;

WHEREAS, for U.S. federal income Tax purposes, it is intended that (i) the SPAC Mergers and the Redemption, taken together, shall qualify as a transaction treated as a “reorganization” pursuant to Section 368(a)(1)(F) of the Code, (ii) the Recapitalization shall qualify as transaction treated as a “reorganization” pursuant to Section 368(a)(1)(E) of the Code, (iii) the Third Merger shall qualify as a “reorganization” pursuant to Section 368(a) of the Code, and (iv) this Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) and for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations promulgated thereunder with respect to each of the SPAC Mergers, the Redemption, the Recapitalization, and the Third Merger (the “Intended Tax Treatment”);

WHEREAS, concurrently with the execution and delivery of this Agreement, New PubCo and SPAC have entered into that certain Subscription Agreement (as defined below) with TPB Acquisition Sponsor I, LLC (collectively with its permitted assignees or transferees, the “Sponsor PIPE Investor”) for the Sponsor PIPE Investor to purchase SPAC Class A Ordinary Shares (as defined below) (the “Sponsor PIPE Investment”), which purchases shall be completed prior to the First Merger Effective Time;

2

WHEREAS, concurrently with the execution and delivery of this Agreement, and as an inducement to the Company’s and SPAC’s willingness to enter into this Agreement, SPAC, the SPAC Sponsor (as defined below), the Company, and the other persons named therein and party thereto, have entered into a Sponsor Letter Agreement in the form attached hereto as Exhibit C (the “Sponsor Letter Agreement”);

WHEREAS, in connection with the consummation of the Transactions (as defined below), certain persons named therein will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”) substantially in the form attached hereto as Exhibit D; and

WHEREAS, as of immediately following the consummation of the Closing, the Parties anticipate that New PubCo will qualify as a “foreign private issuer” pursuant to Rule 3b-4 of the Exchange Act (as defined below).

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I
DEFINITIONS

1.1            Defined Terms. For purposes of this Agreement, capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth below.

“A&R Registration Rights Agreement” shall have the meaning set forth in the Recitals hereto.

“Additional SPAC SEC Reports” shall have the meaning set forth in Section 6.6(a).

“Adjusted Equity Value” shall mean an amount equal to (a) the Equity Value, multiplied by (b) the Adjustment Factor.

“Adjustment Factor” shall mean a percentage calculated in accordance with the methodology set forth in Schedule C after giving effect to the Pre-Closing Restructuring.

“Affiliate” shall mean, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing: (i) neither the SPAC Sponsor nor any investment fund or alternative investment vehicle that is controlled, managed or advised by the SPAC Sponsor nor any of its Affiliates shall be considered an Affiliate of (x) any portfolio operating company in which the SPAC Sponsor or any of its Affiliates has made a debt or equity investment, (y) the SPAC or any of its Subsidiaries or (z) any other security holder of the SPAC, and vice versa; and (ii) neither the Company Shareholder Manager nor any investment fund or alternative investment vehicle that is controlled, managed or advised by the Company Shareholder Manager shall be considered an Affiliate of (x) any portfolio operating company in which the Company Shareholder Manager or any of its Affiliates has made a debt or equity investment, (y) the Company or any of its Subsidiaries, or (z) any other security holder of the Company Shareholder Manager, and vice versa.

“Aggregate SPAC Shareholder Redemption Payments Amount” shall mean the aggregate amount of all payments required to be made by SPAC in connection with the SPAC Shareholder Redemption.

3

“Agreement” shall have the meaning set forth in the Preamble hereto.

“Anti-Corruption Laws” shall have the meaning set forth in Section 4.22.

“Antitrust Laws” shall mean any applicable Legal Requirements of any Governmental Entity regarding matters of anti-competition or foreign investment.

“Approvals” shall have the meaning set forth in Section 4.6(b).

“Brazilian Data Protection Law (LGPD)” shall mean the Brazilian law No. 13,709 dated August 14, 2018, as amended.

“Business Day” shall mean any day other than a Saturday, a Sunday or other day on which commercial banks in New York, New York or Sao Paulo, Brazil are authorized or required by Legal Requirements to close.

“Cash Consideration” shall mean an amount of cash equal to (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing, (b) less the Aggregate SPAC Shareholder Redemption Payments Amount, plus (c) the net amount of proceeds actually paid to SPAC upon consummation of the PIPE Investment, less (d) $250,000,000; provided that under no circumstances shall the Cash Consideration be less than $0.

“Cashout Shares” means a number of shares (which number may be zero in the event the Cash Consideration is equal to $0) of Company Shares held by the Company Shareholders who listed on Annex A hereto in the proportions set forth in Annex A hereto equal to the quotient of (a) the Cash Consideration divided by (b) the Per Share Merger Consideration Value.

“Certifications” shall have the meaning set forth in Section 6.6(a).

“Change in Recommendation” shall have the meaning set forth in Section 8.1(b).

“Closing” shall mean the closing of the transactions contemplated by this Agreement.

“Closing Date” shall mean the date on which the Third Merger takes place.

“Closing Form 6-K” shall have the meaning set forth in Section 8.3(d).

“Closing Press Release” shall have the meaning set forth in Section 8.3(e).

“Closing Schedule” shall have the meaning set forth in Section 3.7.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Companies Act” shall mean the Companies Act (As Revised) of the Cayman Islands.

“Company” shall have the meaning set forth in the Preamble hereto.

“Company Board” shall have the meaning set forth in the Recitals hereto.

“Company Business Combination” shall have the meaning set forth in Section 8.10(a).

4

“Company D&O Indemnified Party” shall have the meaning set forth in Section 8.12(a)(i).

“Company D&O Tail” shall have the meaning set forth in Section 8.12(a)(ii).

“Company Disclosure Letter” shall have the meaning set forth in the Preamble to Article IV.

“Company Governing Documents” shall mean the memorandum and articles of association of the Company, as adopted on November 23, 2021.

“Company IT Systems” shall have the meaning set forth in Section 4.16(h).

“Company Leased Properties” shall have the meaning set forth in Section 4.13(b).

“Company Material Adverse Effect” shall mean any state of facts, development, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, financial condition or results of operations of the Group Companies, taken as a whole; or (b) the ability of the Company to consummate the Transactions by the Outside Date; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a Company Material Adverse Effect pursuant to clause (a) has occurred or would reasonably be expected to occur: (i) acts of war, sabotage, hostilities, civil unrest, protests, demonstrations, insurrections, riots, cyberattacks or terrorism, or any escalation or worsening of any such acts of war, sabotage, hostilities, civil unrest, protests, demonstrations, insurrections, riots, cyberattacks or terrorism, or changes in global, national, regional, state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, flooding, wild fires, epidemics, pandemics or other public health emergencies (including COVID-19 or any COVID-19 Measures) or other natural or man-made disasters; (iii) changes attributable to the public announcement, performance or pendency of the Transactions (including the impact thereof on relationships with customers, licensors, licensees, suppliers, employees or other third parties related thereto), provided that this clause (iii) shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the public announcement, performance or pendency of the Transactions; (iv) changes or proposed changes in applicable Legal Requirements or enforcement or interpretations thereof or decisions by courts or any Governmental Entity after the date of this Agreement; (v) changes in U.S. GAAP, IFRS or applicable accounting or auditing standards (or any interpretation thereof) after the date of this Agreement; (vi) changes in general economic, regulatory or tax conditions, including changes in the credit, debt, capital, currency, securities or financial markets (including changes in interest or exchange rates); (vii) events or conditions generally affecting the industries and markets in which any Group Company operates; (viii) any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in a Company Material Adverse Effect; (ix) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of this Agreement or (B) taken with the prior written consent of or at the prior written request of SPAC; (x) any matter set forth on Schedule 1.1(a) of the Company Disclosure Letter; or (xi) any change, event, effect or occurrence to the extent relating to a SPAC Party or holder of SPAC Shares; provided, however, that if any state of facts, developments, changes, circumstances, occurrences, events or effects related to clauses (i), (ii), (iv), (v), (vi) or (vii) above disproportionately and adversely affect the business, assets, financial condition or results of operations of the Group Companies, taken as a whole, relative to similarly situated companies in the industries in which the Group Companies conduct their respective operations, then such impact may be taken into account (unless otherwise excluded) in determining whether a Company Material Adverse Effect has occurred, but solely to the extent of such disproportionate effect.

5

“Company Material Contract” shall have the meaning set forth in Section 4.18(a).

“Company Real Property Leases” shall have the meaning set forth in Section 4.13(b).

“Company Registered Intellectual Property” shall have the meaning set forth in Section 4.16(a).

“Company Related Parties” shall have the meaning set forth in Section 10.3.

“Company Share Plan” shall mean Lavoro Agro Holding S.A. Long-Term Incentive Policy (Política de Incentivo de Longo Prazo da Lavoro Agro Holding S.A.).

“Company Share Plan Award” shall have the meaning set forth in Section 3.3(a).

“Company Share Plan Shares” shall have the meaning set forth in Section 3.3(a).

“Company Shares” shall mean the common shares, par value US$0.00005 per share, of the Company.

“Company Shareholder Approval” shall have the meaning set forth in Section 4.26.

“Company Shareholder Consideration” shall have the meaning set forth in Section 3.2(b).

“Company Shareholder Manager” shall mean Patria Investments Limited, an exempted company incorporated with limited liability in the Cayman Islands, or any of its Affiliates.

“Company Shareholder Matters” shall have the meaning set forth in the Recitals hereto.

“Company Shareholders” shall have the meaning set forth in the Recitals hereto.

“Company Subsidiaries” shall have the meaning set forth in Section 4.2(a).

“Company Surviving Sub” shall have the meaning set forth in Section 2.3(a).

“Company Treasury Shares” shall have the meaning set forth in Section 3.2(a).

“Confidentiality Agreement” shall mean that certain Bilateral Non-Disclosure Agreement, dated November 3, 2021, by and between SPAC and Abakel Company S.A., a subsidiary of the Company, as amended and joined from time to time.

“Continental Trust” shall have the meaning set forth in Section 6.13(a).

“Contract” shall mean any contract, subcontract, agreement, indenture, note, bond, loan or credit agreement, instrument, installment obligation, lease, mortgage, deed of trust, license, sublicense, commitment, power of attorney, guaranty or other legally binding commitment, arrangement, understanding or obligation, whether written or oral, in each case, as amended and supplemented from time to time and including all schedules, annexes and exhibits thereto, and shall exclude, for the avoidance of doubt, purchase orders, statements of work and similar forms.

6

“Copyrights” shall mean any and all copyrights and copyrightable subject matter, whether registered or unregistered and regardless of the medium of fixation or means of expression, including any of the foregoing that protect original works of authorship fixed in any tangible medium of expression, including literary works (including all forms and types of Software), pictorial and graphic works.

“COVID-19” shall mean SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or other epidemics, pandemics or disease outbreaks.

“COVID-19 Measures” shall mean any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or any other similar Legal Requirement, Order, directive, guideline or recommendation promulgated by any Governmental Entity in connection with or in response to COVID-19, including the action, inaction, activity or conduct reasonably necessary (such determination to be made by the Company in good faith), in connection with or in response to COVID-19.

“Current Registration and Shareholder Rights Agreement” shall mean the Registration and Shareholder Rights Agreement, dated as of August 13, 2021, by and among SPAC, the SPAC Sponsor and the other parties thereto.

“Customs & International Trade Authorizations” shall mean all applicable licenses, license exceptions, notification requirements, registrations and approvals required pursuant to the Customs & International Trade Laws for the lawful export, deemed export, re-export, deemed re-export transfer or import of goods, software, technology, technical data and services.

“Customs & International Trade Laws” shall mean all applicable import, customs and trade, export and anti-boycott laws, including, but not limited to: (a) the laws, regulations, and programs administered or enforced by U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement, the U.S. Department of Commerce, the U.S. International Trade Commission, the U.S. Department of State, and their predecessor agencies; and (b) the anti-boycott laws and regulations administered by the U.S. Department of the Treasury.

“Effective Times” shall have the meaning set forth in Section 2.5(d).

“Employee Benefit Plan” shall mean each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and each other retirement, supplemental retirement, deferred compensation, employment, consulting, bonus, transaction bonus, incentive compensation, stock purchase, employee stock ownership, equity-based, phantom-equity, profit-sharing, severance, termination protection, change in control, retention, employee loan, retiree medical or life insurance, educational, employee assistance, collective bargaining, fringe benefit plan, policy, agreement, program or arrangement and all other plans, policies, agreements, programs or arrangements providing for any compensation or employee benefits, in each case whether or not subject to ERISA, whether oral or written, (a) which any Group Company sponsors, maintains, contributes to (or is required to contribute to), administers or has entered into for the current or future benefit of its current or former employees, natural individual independent contractors or directors of the Company or any of its Subsidiaries, or (b) with respect to which any Group Company has or may have any direct or indirect liability.

“Environmental Law” shall mean any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement relating to: (a) the protection, investigation or restoration of the environment, health and safety (concerning exposure to Hazardous Substances), or natural resources; (b) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance; or (c) noise, odor, wetlands, pollution or contamination.

7

“Equity Value” shall mean an amount equal to $1,125,000,000.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any rules or regulations promulgated thereunder.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Agent” shall have the meaning set forth in Section 3.4.

“Exchange Agent Agreement” shall have the meaning set forth in Section 3.4.

“Exchange Ratio” shall mean the quotient obtained by dividing (a) the Per Share Merger Consideration Value by (b) the Reference Price, rounded down to two decimal places.

“Expense Reimbursement” shall have the meaning set forth in Section 10.3.

“Financing Certificate” shall have the meaning set forth in Section 3.6.

“First Effective Time” shall have the meaning set forth in Section 2.5(b).

“First Merger” shall have the meaning set forth in the Recitals hereto.

“First Merger Consideration” shall have the meaning set forth in Section 3.1(a)(ii).

“First Merger Sub” shall have the meaning set forth in the Preamble hereto.

“First Plan of Merger” shall have the meaning set forth in Section 2.5(a).

“Foreign Plan” shall have the meaning set forth in Section 4.11(a).

“Fundamental Representations” shall mean: (a) in the case of the Company, the representations and warranties contained in Section 4.1 (Organization and Qualification) (other than the second sentence); the second sentence of Section 4.2(a) (Company Subsidiaries); Section 4.4 (Authority Relative to this Agreement); Section 4.5(a)(i) (No Conflict; Required Filings and Consents); and Section 4.15 (Brokers; Third Party Expenses); (b) in the case of New PubCo and the Merger Subs, the representations and warranties in Section 5.1 (New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub) (other than the last sentence of Section 5.1(a)); Section 5.3 (Authority Relative to this Agreement); Section ‎5.4(a)(i) (No Conflict; Required Filings and Consents); and Section 5.7 (Brokers); and (c) in the case of the SPAC Parties, the representations and warranties contained in Section 6.1 (Organization and Qualification) (other than Section 6.1(d)); Section 6.3 (Authority Relative to this Agreement); Section 6.4(a)(i) (No Conflict; Required Filings and Consents); Section 6.9 (Business Activities); Section 6.17 (Board Approval; Shareholder Vote) and Section 6.19 (Brokers).

“Governing Documents” shall mean the legal documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs including, as applicable, certificates of incorporation, registration or formation, bylaws, memorandum and articles of association, shareholder or voting agreement, limited partnership agreements and limited liability company operating agreements.

8

“Governmental Entity” shall mean: (a) any federal, provincial, state, local, municipal, foreign, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body; (b) any self-regulatory organization; or (c) any political subdivision of any of the foregoing.

“Group Companies” shall mean the Company and all of its direct and indirect Subsidiaries.

“Hazardous Substances” shall mean any pollutant or contaminant or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, including petroleum, its derivatives, by-products and other hydrocarbons, and any other substance, waste or material regulated as a pollutant or otherwise as “hazardous” under any applicable Legal Requirements pertaining to the environment.

“IFRS” shall mean the International Financial Reporting Standards, as issued by the IFRS Foundation and the International Accounting Standards Board.

“Inbound License” shall have the meaning set forth in Section 4.18(a)(xii).

“Indebtedness” shall mean, with respect to a Person, without duplication, all of the following: (a) any indebtedness for borrowed money; (b) any obligations evidenced by bonds, debentures, notes or other similar instruments; (c) any obligations to pay the deferred purchase price of property, shares, stock or services including any earn-out payments (other than personal property, including inventory, and services purchased and supplies, trade payables, other expense accruals and deferred compensation items arising in the ordinary course of business); (d) any obligations with respect to leases that are required to be capitalized as finance leases pursuant to IFRS; (e) any obligations, contingent or otherwise, under acceptance, letters of credit or similar facilities to the extent drawn; (f) any outstanding payables related to the acquisition of subsidiaries; (g) any obligations under interest rate swap, currency swap, forward currency or interest rate contracts or other interest rate or currency hedging arrangements; (h) guaranty of any of the foregoing; (i) any accrued interest, fees and charges in respect of any of the foregoing; and (j) any prepayment premiums and penalties actually due and payable, and any other fees, expenses, indemnities and other amounts actually due and payable as a result of the prepayment or discharge of any of the foregoing.

“Initial SPAC Surviving Sub” shall have the meaning set forth in Section 2.2(a).

“Insurance Policies” shall have the meaning set forth in Section 4.19.

“Intellectual Property” shall mean all rights, title and interest in or relating to intellectual property throughout the world, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (a) all Patents; (b) all Copyrights; (c) all Trademarks; (d) all Internet domain names and social media identifiers and accounts; (e) all Trade Secrets; (f) all moral and economic rights of authors and inventors, however denominated, rights of publicity and privacy, and database rights; (g) all applications and registrations, and any renewals, extensions and reversions, of any of the foregoing; and (h) all other intellectual property rights, proprietary rights, or confidential information and materials.

“Intended Tax Treatment” shall have the meaning set forth in the Recitals hereto.

“Intentional Fraud” shall mean with respect to a Party, actual and intentional common law fraud with respect to the representations or warranties contained in this Agreement or in the certificate delivered by such Party pursuant to Section 9.2(d) or Section 9.3(d), as applicable.

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“Interested Party Transaction” shall have the meaning set forth in Section 4.20.

“Investment Company Act” shall mean the U.S. Investment Company Act of 1940, as amended.

“JOBS Act” shall have the meaning set forth in Section 8.17.

“Knowledge” shall mean the actual knowledge or awareness as to a specified fact or event, following reasonable inquiry, of: (a) with respect to the Company, the individuals listed on Schedule 1.1(c) of the Company Disclosure Letter; and (b) with respect to SPAC, the individuals listed on Schedule 1.1(c) of the SPAC Disclosure Letter.

“Lavoro Group” shall have the meaning set forth in Section 12.15(b).

“Lavoro Group Privileged Communications” shall have the meaning set forth in Section 12.15(b).

“Legal Proceeding” shall mean any action, suit, hearing, claim, charge, audit, lawsuit, litigation, inquiry, arbitration or proceeding (in each case, whether civil, criminal or administrative or at law or in equity) by or before a Governmental Entity.

“Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, order, assessment, writ or other legal requirement, administrative policy or guidance, collective bargaining agreement or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

“Licensed Intellectual Property” shall mean all Intellectual Property that any third party owns and that any Group Company uses or has the right to use pursuant to a written license or sublicense.

“Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien, license, grant, guarantee, options, priority rights, preemptive rights, right of first offer or refusal, hypothecation, assignment, claim, easement, covenant, servitude, put or call right, voting right (except for restrictions on share transfers under any applicable securities Legal Requirements), charge or any other legal or contractual restriction of any kind (including, any conditional sale or other title retention agreement or lease in the nature thereof, any agreement to give any security interest and any restriction relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership).

“Material Company Real Property Leases” shall have the meaning set forth in Section 4.18(a)(xi).

“Material Customers” shall have the meaning set forth in Section 4.18(a)(ii).

“Material Suppliers” shall have the meaning set forth in Section 4.18(a)(ii).

“Merger Subs” shall have the meaning set forth in the Preamble hereto.

“Mergers” shall have the meaning set forth in the Recitals hereto.

“Minimum Cash Amount” shall mean $180,000,000.

“NASDAQ” shall have the meaning set forth in Section 6.11.

“New PubCo” shall have the meaning set forth in the Preamble hereto.

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“New PubCo A&R Charter” shall have the meaning set forth in Section 2.7(a).

“New PubCo Board” shall have the meaning set forth in Section 8.18.

“New PubCo Class A Ordinary Shares” shall mean the Class A ordinary shares of New PubCo, par value $0.001 per share.

“New PubCo Class B Ordinary Shares” shall mean the Class B ordinary shares of New PubCo, par value $0.001 per share.

“New PubCo Equity Plan” shall have the meaning set forth in Section 8.19(a).

“New PubCo Ordinary Shares” shall mean (a) prior to the Recapitalization, the New PubCo Class A Ordinary Shares and the New PubCo Class B Ordinary Shares, and (b) following the Recapitalization, the New PubCo Class A Ordinary Shares.

“New PubCo Second A&R Charter” shall have the meaning set forth in Section 2.7(b).

“OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Order” shall mean any award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree or ruling entered, issued, made, or rendered by any Governmental Entity that possesses competent jurisdiction.

“Other PIPE Investment” shall mean, collectively, the entry into, following the date hereof, one or more additional Subscription Agreements with one or more investors (collectively with such investors’ permitted assignees or transferees, the “Other PIPE Investors”) for the Other PIPE Investor to purchase SPAC Class A Ordinary Shares (as defined below), which purchases shall be completed prior to the First Merger Effective Time.

“Other PIPE Investment Amount” shall mean the aggregate subscription amount of the Other PIPE Investors pursuant to the Subscription Agreements entered into in connection with the Other PIPE Investment.

“Other PIPE Investor” shall have the meaning set forth in the definition of “Other PIPE Investment”.

“Outside Date” shall have the meaning set forth in Section 10.1(b).

“Outstanding Company Equity Securities” shall mean (a) the Company Shares outstanding immediately prior to the Third Effective Time, plus (b) the aggregate number of Company Shares issuable upon the exercise, exchange or conversion, as applicable, of all securities, rights and other debt or equity interests that are outstanding immediately prior to the Third Effective Time that are directly or indirectly convertible into, or exercisable or exchangeable for, Company Shares, plus (c) without duplication with the foregoing clause (b), the aggregate number of Company Shares available to be issued pursuant to the Company Share Plan Awards outstanding as of immediately before the Third Effective Time.

“Owned Intellectual Property” shall mean all Intellectual Property owned or purported to be owned by any of the Group Companies.

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“Owned Real Property” shall have the meaning set forth in Section 4.18(a).

“Parties” shall have the meaning set forth in the Preamble hereto.

“Party” shall have the meaning set forth in the Preamble hereto.

“Patents” shall mean any and all patents and patent applications, provisional patent applications, patent cooperation treaty applications and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, reissues, renewals, extensions, reexaminations, patents of addition, supplementary protection certificates, utility models, inventors’ certificates, or the like and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor).

“PCAOB” shall mean the Public Company Accounting Oversight Board.

“PCAOB Audited 2021 and 2020 Financial Statements” shall have the meaning set forth in Section 8.21(a).

“PCAOB Unaudited Interim Financial Statements” shall have the meaning set forth in Section 8.21(a).

“Per Share Merger Consideration Value” shall mean an amount equal to (a) the Adjusted Equity Value divided by (b) the number of Outstanding Company Equity Securities; provided that, solely for purposes of calculating the Per Share Merger Consideration Value and the Exchange Ratio, the number of Outstanding Company Equity Securities shall be determined as of immediately prior to the Third Effective Time.

“Per Share Cash Consideration” means an amount of cash equal to the Per Share Merger Consideration Value.

“Per Share Stock Consideration” shall mean a number of validly issued, fully paid and nonassessable New PubCo Ordinary Shares equal to the Exchange Ratio.

“Permitted Lien” shall mean (a) Liens for Taxes not yet delinquent or for Taxes that are being contested in good faith by appropriate proceedings and/or that are sufficiently reserved for on the financial statements in accordance with IFRS; (b) statutory and contractual Liens of landlords with respect to leased real property; (c) Liens of carriers, suppliers, warehousemen, mechanics, materialmen and repairmen and the like incurred in the ordinary course and: (i) not yet delinquent; or (ii) that are being contested in good faith through appropriate proceedings; (d) in the case of real property, zoning, building, entitlement, conservation, or other restrictions, conditions, charges, variances, covenants, rights of way, encumbrances, easements and other irregularities in title (including leasehold title), to the extent they do not, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected parcel by any of the Group Companies; (e) Liens or other conditions relating to real property disclosed on any title commitments provided to SPAC; (f) Liens identified in the SEC Financial Statements, (g) all pledges or deposits in connection with workers compensation, health insurance, unemployment insurance and other applicable social security legislation; (h) Liens securing the Indebtedness of any of the Group Companies; (i) in the case of Intellectual Property, licenses entered into in the ordinary course; (j) purchase money Liens and Liens securing rental payments in connection with capital lease obligations of any of the Group Companies; (k) all exceptions, restrictions, easements, imperfections of title, charges, rights-of-way and other Liens of record that do not materially interfere with the present use and value of the assets of the Group Companies and the rights under the Company Real Property Leases, taken as a whole and do not result in a material liability to the Group Companies; and (l) Liens imposed under applicable securities Legal Requirements.

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“Person” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

“Personal Information” shall mean, in addition to any definition for such term or for any similar term (e.g., “personally identifiable information”, “sensitive personal data” or “PII”) provided by applicable Legal Requirement, or by the Group Companies in any of its privacy policies, notices or Contracts, all information that identifies or could be used to identify, contact or track an individual person or device, whether or not such information is associated with an identifiable individual. “Personal Information” may relate to any individual, including a current, prospective, or former customer, end user or employee of any Person, and includes applicable information in any form or media, whether paper, electronic, or otherwise.

“PFIC” shall have the meaning set forth in Section 4.14(q).

“PIPE Investment” shall mean, collectively, the Sponsor PIPE Investment and any Other PIPE Investment.

“PIPE Investment Amount” shall mean, collectively, the Sponsor PIPE Investment Amount and any Other PIPE Investment Amount.

“PIPE Investors” shall mean, collectively, the Sponsor PIPE Investor and any Other PIPE Investor.

“Pre-Closing Restructuring” shall have the meaning set forth in Section 8.23.

“Privacy Laws” shall mean any and all applicable Legal Requirements and self-regulatory guidelines (including of any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, Processing, sharing, safeguarding, security (both technical and physical), disposal, destruction, disclosure or transfer (including cross-border) of Personal Information, including, to the extent applicable, the Federal Trade Commission Act, the California Consumer Privacy Act of 2018, the General Data Protection Regulation, Regulation 2016/679/EU on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR), Brazilian Data Protection Law (LGPD) and any and all applicable Legal Requirements relating to breach notification in connection with Personal Information.

“Privacy Requirements” shall have the meaning set forth in Section 4.17(a).

“Private Placement Warrants” shall have the meaning set forth in Section 6.2(a).

“Process” or “Processing” shall mean, with respect to Personal Information, the collection, recording, use, processing, storage, organization, modification, transfer, sale, retrieval, access, disclosure, deletion, dissemination or combination of Personal Information.

“Projections” shall have the meaning set forth in Section 4.21.

“Proxy Clearance Date” shall have the meaning set forth in Section 8.1(a)(ii).

“Proxy Statement” shall have the meaning set forth in Section 8.1(a)(i).

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“Public Warrants” shall have the meaning set forth in Section 6.2(a).

“Recapitalization” shall have the meaning set forth in Section 3.1(c).

“Reference Date” shall mean January 1, 2019.

“Reference Price” shall mean $10.00.

“Registration Shares” shall have the meaning set forth in Section 8.1(a)(i).

“Registration Statement” shall have the meaning set forth in Section 8.1(a)(i).

“Related Parties” shall mean, with respect to a Person, such Person’s former, current and future direct or indirect equityholders, controlling Persons, shareholders, optionholders, members, general or limited partners, Affiliates, Representatives, and each of their respective successors and assigns.

“Representatives” shall have the meaning set forth in Section 8.10(a).

“Requisite Approval” shall mean the affirmative vote of the holders of at least a majority of the outstanding Company Shares, voting together as a single class.

“Sanctioned Country” shall mean, at any time, a country or territory which is itself the subject or target of comprehensive Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Syria and Venezuela).

“Sanctioned Person” shall mean (a) any Person listed in any Sanctions-related list maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom; (b) any Person located, organized or resident in a Sanctioned Country; or (c) any Person 50% or more owned, directly or indirectly, or otherwise controlled by or acting on behalf of any such Person or Persons described in the foregoing clauses (a) and (b).

“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government through OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“SEC” shall mean the United States Securities and Exchange Commission.

“SEC Financial Statements” shall mean: (i) the PCAOB Audited 2021 and 2020 Financial Statements, and (ii) the PCAOB Unaudited Interim Financial Statements.

“Second Effective Time” shall have the meaning set forth in Section 2.5(c).

“Second Merger” shall have the meaning set forth in the Recitals hereto.

“Second Merger Sub” shall have the meaning set forth in the Preamble hereto.

“Second Plan of Merger” shall have the meaning set forth in Section 2.5(a).

“Securities Act” shall mean the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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“Software” shall mean any and all computer programs (whether in source code, object code, human readable form or other form), applications, algorithms, user interfaces, firmware, development tools, templates and menus, and all documentation, including user manuals and training materials, related to any of the foregoing.

“SPAC” shall have the meaning set forth in the Preamble hereto.

“SPAC Board” shall have the meaning set forth in the Recitals hereto.

“SPAC Business Combination” shall have the meaning set forth in Section 8.10(b).

“SPAC Cash” shall mean an amount equal to (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing less the Aggregate SPAC Shareholder Redemption Payments Amount, minus (b) Transaction Costs plus (c) the net amount of proceeds actually paid to SPAC upon consummation of the PIPE Investment.

“SPAC Class A Ordinary Shares” shall have the meaning set forth in Section 6.2(a).

“SPAC Class B Ordinary Shares” shall have the meaning set forth in Section 6.2(a).

“SPAC D&O Indemnified Party” shall have the meaning set forth in Section 8.12(b)(i).

“SPAC D&O Tail” shall have the meaning set forth in Section 8.12(b)(ii).

“SPAC Disclosure Letter” shall have the meaning set forth in the Preamble to Article V.

“SPAC Exchange Ratio” shall have the meaning set forth in Section 3.1(a)(ii).

“SPAC Governing Documents” shall mean the Amended and Restated Memorandum and Articles of Association of SPAC effective August 16, 2021.

“SPAC Material Adverse Effect” shall mean any state of facts, development, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, financial condition or results of operations of SPAC, taken as a whole; or (b) the ability of SPAC to consummate the Transactions by the Outside Date; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a SPAC Material Adverse Effect pursuant to clause (a) has occurred or would reasonable be expected to occur: (i) acts of war, sabotage, hostilities, civil unrest, protests, demonstrations, insurrections, riots, cyberattacks or terrorism, or any escalation or worsening of any such acts of war, sabotage, hostilities, civil unrest, protests, demonstrations, insurrections, riots, cyberattacks or terrorism, or changes in global, national, regional, state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, flooding, wild fires, epidemics, pandemics or other public health emergencies (including COVID-19 or any COVID-19 Measures) or other natural or man-made disasters; (iii) changes attributable to the public announcement, performance or pendency of the Transactions (including the impact thereof on relationships with customers, licensors, licensees, suppliers, employees or other third parties related thereto), provided that this clause (iii) shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the public announcement, performance or pendency of the Transactions; (iv) changes or proposed changes in applicable Legal Requirements or enforcement or interpretations thereof or decisions by courts or any Governmental Entity after the date of this Agreement; (v) changes in U.S. GAAP, IFRS or applicable accounting or auditing standards (or any interpretation thereof) after the date of this Agreement; (vi) general economic, regulatory or tax conditions, including changes in the credit, debt, capital, currency, securities or financial markets (including changes in interest or exchange rates); (vii) events or conditions generally affecting the industries and markets in which SPAC operates; (viii) any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in a SPAC Material Adverse Effect; (ix) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of this Agreement or (B) taken with the prior written consent of or at the prior written request of the Company; (x) any change, event, effect or occurrence to the extent relating to any of the Group Companies or Company Shareholders, (xi) any SPAC Shareholder Redemption, in and of itself, or (xii) any breach of any covenants, agreements or obligations of a PIPE Investor under a Subscription Agreement (including any breach of a PIPE Investor’s obligations to fund its commitment thereunder when required); provided, however, that if any state of facts, developments, changes, circumstances, occurrences, events or effects related to clauses (i), (ii), (iv), (v), (vi) or (vii) above disproportionately and adversely affect the business, assets, financial condition or results of operations of SPAC, taken as a whole, relative to similarly situated companies in the industries in which SPAC conduct their respective operations, then such impact may be taken into account (unless otherwise excluded) in determining whether a SPAC Material Adverse Effect has occurred, but solely to the extent of such disproportionate effect.

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“SPAC Material Contracts” shall have the meaning set forth in Section 6.10(a).

“SPAC Parties” shall mean SPAC and each of its Subsidiaries.

“SPAC Preferred Shares” shall have the meaning set forth in Section 6.2(a).

“SPAC Recommendation” shall have the meaning set forth the Recitals hereto.

“SPAC Related Parties” shall have the meaning set forth in Section 10.3.

“SPAC SEC Reports” shall have the meaning set forth in Section 6.6(a).

“SPAC Shareholder Approval” shall mean the approval of the SPAC Shareholder Matters as set out in Section 8.1(a)(i), in the case of items (1), (3) and (4) of the definition thereof, by way of ordinary resolution of the SPAC Shareholders, and in the case of item (2) of the definition thereof by way of a Special Resolution as defined in the Companies Act, and in each case in accordance with the Proxy Statement and the SPAC Governing Documents.

“SPAC Shareholder Matters” shall have the meaning set forth in Section 8.1(a)(i).

“SPAC Shareholder Redemption” shall have the meaning set forth in Section 8.1(a)(i).

“SPAC Shareholders” shall have the meaning set forth the Recitals hereto.

“SPAC Shares” shall have the meaning set forth in Section 6.2(a).

“SPAC Sponsor” shall mean TPB Acquisition Sponsor I, LLC, a Delaware limited liability company.

“SPAC Sponsor Privileged Communications” shall have the meaning set forth in Section 12.15(a).

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“SPAC Units” shall mean equity securities of SPAC each consisting of one SPAC Class A Ordinary Share and one-third of one Public Warrant.

“SPAC Warrants” shall have the meaning set forth in Section 6.2(a).

“Special Meeting” shall have the meaning set forth in Section 8.1(b).

“Special Meeting Form 8-K” shall have the meaning set forth in Section 8.3(c).

“Sponsor Letter Agreement” shall have the meaning set forth in the Recitals hereto.

“Sponsor PIPE Investment” shall have the meaning set forth in the Recitals hereto.

“Sponsor PIPE Investment Amount” shall mean $100,000,000.

“Sponsor PIPE Investor” shall have the meaning set forth in the Recitals hereto.

“Subscription Agreements” shall mean the subscription agreements, including any amendments, side letters or other supplements thereto, entered into by SPAC and New PubCo with certain PIPE Investors in relation to the PIPE Investment.

“Subsequent SPAC Surviving Sub” shall have the meaning set forth in Section 2.2(b).

“Subsidiary” shall mean, with respect to any Person, any partnership, limited liability company, corporation or other business entity of which: (a) if a corporation, a majority of the total voting power of share capital or shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; (b) if a partnership, limited liability company or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof; or (c) in any case, such Person controls the management thereof.

“Surviving Companies” shall have the meaning set forth in Section 2.3(a).

“Tax” or “Taxes” shall mean: (a) any and all U.S. federal, state and local and non-U.S. taxes, including, without limitation, gross receipts, income, profits, license, sales, use, estimated, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, net worth, employment, escheat and unclaimed property obligations, excise, stamp, environmental, registration and property taxes, assessments, governmental charges, duties, levies and other similar charges, in each case, whether disputed or not, together with all interest, penalties and additions with respect to any such amounts and (b) any liability in respect of any items described in clause (a) payable by reason of Contract, transferee liability, operation of Legal Requirements or Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision of state, local or non-U.S. Legal Requirements) or otherwise.

“Tax Return” shall mean any return, declaration, report, form, claim for refund, or information return or statement relating to Taxes that is filed or required to be filed with a Governmental Entity, including any schedule or attachment thereto and any amendment thereof.

“Third Effective Time” shall have the meaning set forth in Section 2.5(d).

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“Third Merger” shall have the meaning set forth in the Recitals hereto.

“Third Merger Sub” shall have the meaning set forth in the Preamble hereto.

“Third Plan of Merger” shall have the meaning set forth in Section 2.5(a).

“Trade Secrets” shall mean any and all trade secrets and rights in technology, discoveries and improvements, inventions (whether or not patentable), Software, know-how, proprietary rights, formulae, confidential and proprietary information, technical information, techniques, inventions (including conceptions and/or reductions to practice), databases and data, designs, drawings, procedures, processes, algorithms, models, formulations, manuals and systems, whether or not patentable or copyrightable.

“Trademarks” shall mean any and all trademarks, service marks, trade names, business marks, service names, brand names, trade dress rights, logos, corporate names, trade styles, and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof.

“Transaction Agreements” shall mean this Agreement, the A&R Registration Rights Agreement, the Sponsor Letter Agreement, the Subscription Agreements, the Voting and Support Agreement, the Confidentiality Agreement, the New PubCo A&R Charter, the New PubCo Second A&R Charter, the Lock-Up Agreement and all the agreements documents, instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto.

“Transaction Costs” shall mean (a) all fees, costs and expenses incurred by any Party prior to and through the Closing Date, whether or not due, in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements and the consummation of the Transactions, including any such amounts which are triggered by or become payable solely as a result of the Closing; (b) all transaction, deal, brokerage, financial advisory, legal, accounting, audit or any similar fees payable by any Party in connection with the consummation of the Transactions, including filing fees as contemplated by Article VIII hereof; (c) all costs, fees and expenses related to the SPAC D&O Tail or Company D&O Tail; and (d) any deferred underwriting commissions and placement fees.

“Transactions” shall mean the transactions contemplated pursuant to this Agreement, including the Mergers, the Redemption, and the Recapitalization.

“Transfer Taxes” shall have the meaning set forth in Section 8.13(c).

“Treasury Regulations” shall mean the regulations promulgated by the U.S. Department of the Treasury pursuant to and in respect of provisions of the Code.

“Trust Account” shall have the meaning set forth in Section 6.13(a).

“Trust Agreement” shall have the meaning set forth in Section 6.13(a).

“Trust Termination Letter” shall have the meaning set forth in Section 8.5.

“U.S. GAAP” shall mean U.S. generally accepted accounting principles.

“Waiving Parties” shall have the meaning set forth in Section 12.15(a).

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Article II
THE PIPE INVESTMENT; THE MERGERS

2.1            The PIPE Investment. On the date hereof, New PubCo and SPAC have entered into the Subscription Agreements in relation to the PIPE Investment and, following the date hereof but prior to the First Effective Time, the PIPE Investment shall be consummated.

2.2            SPAC Mergers and Redemption.

(a)            On the day prior to the Closing Date, at the First Effective Time, First Merger Sub will be merged with and into SPAC upon the terms and subject to the conditions set forth in this Agreement, the First Plan of Merger and in accordance with the applicable provisions of the Companies Act, whereupon the separate corporate existence of First Merger Sub will cease and SPAC will continue its existence under the Companies Act as the surviving company (the “Initial SPAC Surviving Sub”). As a result of the First Merger, the Initial SPAC Surviving Sub will become a wholly owned subsidiary of New PubCo.

(b)            On the day prior to the Closing Date and immediately following the First Effective Time, at the Second Effective Time, the Initial SPAC Surviving Sub will be merged with and into Second Merger Sub upon the terms and subject to the conditions set forth in this Agreement, the Second Plan of Merger and in accordance with the applicable provisions of the Companies Act, whereupon the separate corporate existence of the Initial SPAC Surviving Sub will cease and Second Merger Sub will continue its existence under the Companies Act as the surviving company (the “Subsequent SPAC Surviving Sub”). As a result of the Second Merger, the Subsequent SPAC Surviving Sub will become a wholly owned subsidiary of New PubCo.

(c)             From and after the Second Effective Time, the Subsequent SPAC Surviving Sub will possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of SPAC, First Merger Sub and Second Merger Sub, all as provided under the Companies Act.

(d)            On the day prior to the Closing Date and immediately following the Second Effective Time, New PubCo will redeem and cancel the shares held by the Incorporator, its initial sole shareholder, for an amount equal to the nominal value of such redeemed shares.

2.3            Company Merger.

(a)            On the Closing Date and as promptly as practicable following the Second Effective Time, at the Third Effective Time, Third Merger Sub will be merged with and into the Company upon the terms and subject to the conditions set forth in this Agreement, the Third Plan of Merger and in accordance with the applicable provisions of the Companies Act, whereupon the separate corporate existence of Third Merger Sub will cease and the Company will continue its existence under the Companies Act as the surviving company (the “Company Surviving Sub” and, together with the Subsequent SPAC Surviving Sub, the “Surviving Companies”). As a result of the Third Merger, the Company Surviving Sub will be a wholly owned subsidiary of New PubCo.

(b)            From and after the Third Effective Time, the Company Surviving Sub will possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of the Company and Second Merger Sub, all as provided under Companies Act.

2.4            Closing. Unless this Agreement has been terminated and the Transactions herein contemplated have been abandoned pursuant to Article X of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Article IX of this Agreement, the Closing will occur by electronic exchange of documents at a time and date to be specified in writing by the Parties which will be no later than five (5) Business Days after satisfaction or waiver of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each such conditions), or at such other time, date and place as SPAC and the Company may mutually agree in writing.

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2.5            Effective Times.

(a)            Upon the terms and subject to the conditions set forth in this Agreement, the Parties will cause the Mergers to be consummated: (i) on the day prior to the Closing Date and in accordance with Section 2.2(a), SPAC and First Merger Sub executing a plan of merger (the “First Plan of Merger”) substantially in the form attached as Exhibit F hereto and filing the First Plan of Merger and other documents as required to effect the First Merger pursuant to the Companies Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Companies Act; (ii) on the day prior to the Closing Date and in accordance with Section 2.2(b), the Initial SPAC Surviving Sub and Second Merger Sub executing a plan of merger (the “Second Plan of Merger”) substantially in the form attached as Exhibit G hereto and shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Companies Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Companies Act.; and (iii) on the Closing Date and in accordance with Section 2.3(a), the Company and Third Merger Sub executing a plan of merger (the “Third Plan of Merger”) substantially in the form attached as Exhibit H hereto and shall file the Third Plan of Merger and other documents as required to effect the Third Merger pursuant to the Companies Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Companies Act.

(b)            The First Merger will become effective at the time when the First Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as First Merger Sub and SPAC may agree and specify pursuant to the Companies Act (such time as the First Merger becomes effective being the “First Effective Time”).

(c)            The Second Merger will become effective at the time when the Second Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as the Initial SPAC Surviving Sub and Second Merger Sub may agree and specify pursuant to the Companies Act (such time as the Second Merger becomes effective being the “Second Effective Time”).

(d)            The Third Merger will become effective at the time when the Third Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as Third Merger Sub and the Company may agree and specify pursuant to the Companies Act (such time as the Third Merger becomes effective being the “Third Effective Time” and, together with the First Effective Time and the Second Effective Time, the “Effective Times”).

2.6            Effect of Mergers. At the Effective Times, the effect of the Mergers will be as provided in this Agreement, the First Plan of Merger, the Second Plan of Merger, the Third Plan of Merger and the applicable provisions of the Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the applicable Effective Time, all the property, rights, privileges of each of the Company and SPAC shall vest in the applicable Surviving Company, and all debts, liabilities, obligations and duties of each of the Company and SPAC shall become debts, liabilities, obligations and duties of the applicable Surviving Company.

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2.7            Governing Documents.

(a)            Immediately prior to the First Effective Time, the memorandum and articles of association of New PubCo shall be amended and restated in its entirety in the form set forth in Exhibit I hereto (the “New PubCo A&R Charter”) until thereafter changed or amended as provided therein or by applicable Legal Requirement.

(b)            On the Closing Date and prior to the Third Merger, the New PubCo A&R Charter will be amended and restated in its entirety in the form set forth in Exhibit E hereto (the “New PubCo Second A&R Charter”) until thereafter changed or amended as provided therein or by applicable Legal Requirement in order to effect the Recapitalization.

(c)            At the First Effective Time, the SPAC Governing Documents shall be amended and restated in their entirety to read the same as the memorandum and articles of association of First Merger Sub as in effect immediately prior to the First Effective Time, until, thereafter changed or amended as provided therein or by applicable Legal Requirement. At the Second Effective Time, the memorandum and articles of association of the Initial SPAC Surviving Sub shall be amended and restated in its entirety to read the same as the memorandum and articles of association of Second Merger Sub as in effect immediately prior to the Second Effective Time, until, thereafter changed or amended as provided therein or by applicable Legal Requirement. At the Third Effective Time, the memorandum and articles of association of the Company shall be amended and restated in its entirety to read the same as the memorandum and articles of association of Third Merger Sub as in effect immediately prior to the Third Effective Time, until, thereafter changed or amended as provided therein or by applicable Legal Requirement.

2.8            Directors and Officers. From and after the First Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Legal Requirement and the Governing Documents of the Initial SPAC Surviving Sub, the directors and officers of the Initial SPAC Surviving Sub shall be the directors and officers of SPAC immediately prior to the First Effective Time. From and after the Second Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Legal Requirement and the Governing Documents of the Subsequent SPAC Surviving Sub, the directors and officers of the Subsequent SPAC Surviving Sub shall be the directors and officers of the Subsequent SPAC Surviving Sub immediately prior to the Second Effective Time. From and after the Third Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Legal Requirement and the Governing Documents of the Company Surviving Sub, the directors and officers of the Company Surviving Sub shall be the directors and officers of the Company immediately prior to the Third Effective Time.

Article III
CLOSING TRANSACTIONS

3.1            Effect on SPAC Shares and Warrants, First Merger Sub, Second Merger Sub, Third Merger Sub and New PubCo.

(a)            At the First Effective Time, by virtue of the First Merger and without any action on the part of SPAC, New PubCo, First Merger Sub or any holder of any SPAC Shares:

(i)             Cancellation of Certain SPAC Shares. All SPAC Shares that are owned by SPAC, First Merger Sub or any wholly owned subsidiary of SPAC immediately prior to the First Effective Time, shall automatically be canceled, and no New PubCo Ordinary Shares or other consideration shall be delivered or deliverable in exchange therefor.

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(ii)            Conversion of SPAC Shares. Each (x) SPAC Class A Ordinary Share issued and outstanding immediately prior to the First Effective Time (except for shares being cancelled pursuant to Section 3.1(a)(i)) shall be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and non-assessable New PubCo Class A Ordinary Shares equal to 1.00 (the “SPAC Exchange Ratio”) and (y) SPAC Class B Ordinary Share issued and outstanding immediately prior to the First Effective Time (except for shares being cancelled pursuant to Section 3.1(a)(i)) shall be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and non-assessable New PubCo Class B Ordinary Shares equal to the SPAC Exchange Ratio (such shares referred to in the foregoing clauses (x) and (y), collectively as the “First Merger Consideration”). As of the First Effective Time, all of the SPAC Shares shall no longer be outstanding and shall automatically be canceled by virtue of the First Merger and each former holder of SPAC Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive, in accordance with this Section 3.1, the First Merger Consideration and otherwise as expressly provided herein.

(iii)           Conversion of First Merger Sub Shares. At the First Effective Time, each share of First Merger Sub that is issued and outstanding immediately prior to the First Effective Time shall automatically convert into one (1) share of the Initial SPAC Surviving Sub, which shall constitute the only outstanding share of the Initial SPAC Surviving Sub and be owned by New PubCo.

(iv)           Treatment of SPAC Warrants. At the First Effective Time, each SPAC Warrant that is outstanding and unexercised immediately prior to the First Effective Time, whether or not vested, shall be converted into and become a warrant to purchase New PubCo Class A Ordinary Shares, and New PubCo shall assume each such SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under SPAC Warrants assumed by New PubCo shall thereupon be converted into rights with respect to New PubCo Class A Ordinary Shares. Accordingly, from and after the First Effective Time: (i) each SPAC Warrant assumed by New PubCo may be exercised solely for shares of New PubCo Class A Ordinary Shares; (ii) the number of shares of New PubCo Class A Ordinary Shares subject to each SPAC Warrant assumed by New PubCo shall be determined by multiplying (A) the number of SPAC Shares that were subject to such SPAC Warrant, as in effect immediately prior to the First Effective Time by (B) the SPAC Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of New PubCo Class A Ordinary Shares; (iii) the per share exercise price for the New PubCo Class A Ordinary Shares issuable upon exercise of each SPAC Warrant assumed by New PubCo shall be determined by dividing (A) the per share exercise price of SPAC Shares subject to such SPAC Warrant, as in effect immediately prior to the First Effective Time, by (B) the SPAC Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any SPAC Warrant assumed by New PubCo shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by New PubCo in accordance with this Section 3.1 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend or distribution (including any dividend or distribution of securities convertible into New PubCo Class A Ordinary Shares), reorganization, combination, exchange of shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other like change with respect to New PubCo Class A Ordinary Shares subsequent to the First Effective Time.

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(b)            At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Initial SPAC Surviving Sub or Second Merger Sub:

(i)             Cancellation of Certain Second Merger Sub Shares. All shares of Second Merger Sub that are owned by Second Merger Sub, the Initial SPAC Surviving Sub or any wholly owned subsidiary of the Second Merger Sub immediately prior to the Second Effective Time, shall automatically be canceled, and no New PubCo Ordinary Shares or other consideration shall be delivered or deliverable in exchange therefor.

(ii)            Conversion of Second Merger Sub Shares. At the Second Effective Time, each share of Second Merger Sub that is issued and outstanding immediately prior to the Second Effective Time shall automatically convert into one (1) share of the Subsequent SPAC Surviving Sub, which shall constitute the only outstanding share of the Subsequent SPAC Surviving Sub and be owned by New PubCo.

(iii)           Cancellation of Initial SPAC Subsidiary Shares. Each share of the Initial SPAC Surviving Sub that is outstanding immediately prior to the Second Effective Time shall cease to be outstanding and shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(c)            On the Closing Date and prior to the Third Merger, to effect the Recapitalization, each New PubCo Class B Ordinary Share shall be converted into one New PubCo Class A Ordinary Share on a one-to-one basis for no additional consideration and with no further action of any holder of New PubCo Class B Ordinary Shares.

3.2            Effect on Company Shares and Third Merger Sub. At the Third Effective Time, by virtue of the Third Merger and without any action on the part of the Company, New PubCo, Third Merger Sub or any holders of Company Shares:

(a)            Cancellation of Company Shares. All Company Shares that are owned by the Company (“Company Treasury Shares”), Third Merger Sub or any wholly owned subsidiary of the Company immediately prior to the Third Effective Time shall automatically be canceled, and no New PubCo Ordinary Shares or other consideration shall be delivered or deliverable in exchange therefor.

(b)            Conversion of Company Shares. Except for Company Treasury Shares and other shares being cancelled pursuant to Section 3.2(a), (i) each Company Share that is not a Cashout Share issued and outstanding immediately prior to the Third Effective Time shall be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and nonassessable New PubCo Class A Ordinary Shares equal to the Per Share Stock Consideration and (ii) each Cashout Share, if any, shall be converted into and shall for all purposes represent only the right to receive the Per Share Cash Consideration (the aggregate amounts of consideration allocated pursuant to this Section 3.2(b), collectively, the “Company Shareholder Consideration”). All of the Company Shares converted into the right to receive consideration as described in this Section 3.2(b) shall be automatically cancelled and extinguished and shall cease to exist, and each holder of Company Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.2(b) into which such Company Share shall have been converted or as otherwise provided in this Agreement and each former holder of Company Shares shall thereafter cease to have any rights with respect to such securities, except as expressly provided herein.

(c)            Conversion of Third Merger Sub Shares. At the Third Effective Time, each share of Third Merger Sub that is issued and outstanding immediately prior to the Third Effective Time shall automatically convert into one (1) share of the Company Surviving Sub, which shall constitute the only outstanding share of the Company Surviving Sub and be owned by New PubCo.

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3.3            Treatment of Company Share Plan.

(a)            At the Third Effective Time, New PubCo shall assume the Company Share Plan, and all references to “Company” in the Company Share Plan and the documents governing the Company Share Plan after the Effective Times (including the Third Effective Time) will be deemed references to New PubCo and (i) the number of New PubCo Ordinary Shares available for awards under the Company Share Plan (“Company Share Plan Awards”) shall be determined by adjusting the number of Company Shares available pursuant to the Company Share Plan Awards as of immediately before the Third Effective Time in accordance with the Exchange Ratio (as adjusted, the “Company Share Plan Shares”) and (ii) the per share exercise price for New PubCo Ordinary Share issuable upon exercise of the Company Share Plan Awards shall be determined by dividing (A) the exercise price per Company Share set forth in the Company Share Plan immediately before the Third Effective Time by (B) the Exchange Ratio.

(b)            Prior to the Third Effective Time, the Company shall take all necessary or appropriate actions to: (i) effectuate the provisions of this Section 3.3; and (ii) ensure that after the Effective Times (including the Third Effective Time), no recipient of any Company Share Plan Award, any beneficiary thereof, nor any other participant in the Company Share Plan shall have any right thereunder to acquire any securities of the Company or New PubCo or to receive any payment or benefit with respect to any Company Share Plan Award, except as provided in this Section 3.3.

(c)            New PubCo shall (i) reserve for issuance the number of New PubCo Ordinary Shares equal to the number of Company Share Plan Shares and (ii) issue or cause to be issued the appropriate number of New PubCo Ordinary Shares, in accordance with the terms of the Company Share Plan Awards. As soon as practicable following the Closing, New PubCo will prepare and file with the SEC a registration statement on Form S-8 (or other appropriate form) registering a number of shares of New PubCo Ordinary Shares necessary to fulfill New PubCo’s obligations under this Section 3.3(c). In the event that any Company Share Plan Shares reserved for issuance under the Company Share Plan and included in the calculation of the total number of Outstanding Company Equity Securities are not ultimately issued pursuant to the Company Share Plan to the holders of such Company Share Plan Awards, then such Company Share Plan Shares shall be issued instead to the Company Shareholder Manager through its Affiliates that are Company Shareholders upon the liquidation of the Company Shareholder Manager’s position in the Company.

3.4            Exchange Procedures. Following the date hereof and prior to the Effective Times, New PubCo shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the exchange agent in connection with the Mergers and, if required by the Exchange Agent, enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) in a form and substance that is reasonably acceptable to the Company and New PubCo; provided, however, that (i) Continental Trust is deemed to be reasonably acceptable and (ii) New PubCo shall afford the Company opportunity to review any proposed Exchange Agent Agreement prior to execution, and shall accept the Company’s reasonable comments thereto. At or prior to the Effective Times, SPAC shall deposit with the Exchange Agent a cash amount in immediately available funds equal to the Cash Consideration (if any) for further distribution to Company Shareholders.

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3.5            Issuance of the Per Share Merger Consideration.

(a)            At the Closing, New PubCo shall issue, or shall cause the Exchange Agent to issue, to each Company Shareholder that has complied with the procedures to be agreed upon with the Exchange Agent, (i) the amount of Cash Consideration to which each Company Shareholder is entitled in respect of its Cashout Shares (if any), and (ii) the number of shares of New PubCo Ordinary Shares to which each Company Shareholder is entitled in respect of its Company Shares other than its Cashout Shares, in each case, pursuant to Section 3.2(b).

(b)            At the First Effective Time, New PubCo shall issue, or shall cause the Exchange Agent to issue, to each SPAC Shareholder that has complied with the procedures to be agreed upon with the Exchange Agent, the number of shares of New PubCo Ordinary Shares to which each SPAC Shareholder is entitled in respect of its SPAC Shares pursuant to Section 3.1(a).

(c)            Notwithstanding anything in this Agreement, no fraction of a New PubCo Ordinary Share shall be issued by virtue of the Mergers, and the Persons who would otherwise be entitled to a fraction of a New PubCo Ordinary Share (after aggregating all fractional New PubCo Ordinary Shares that otherwise would be received by such Person) shall receive from New PubCo, in lieu of such fractional share: (i) one New PubCo Ordinary Share if the aggregate amount of fractional New PubCo Ordinary Shares such Person would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no New PubCo Ordinary Shares if the aggregate amount of fractional New PubCo Ordinary Shares such Person would otherwise be entitled to is less than 0.50.

(d)            The number of New PubCo Ordinary Shares that each Person is entitled to receive as a result of the Mergers and as otherwise contemplated by this Agreement shall be adjusted to reflect appropriately the effect of any stock split, division or subdivision of shares, stock dividend or distribution (including any dividend or distribution of securities convertible into New PubCo Ordinary Shares), reorganization, combination, exchange of shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other like change with respect to New PubCo Ordinary Shares occurring on or after the date hereof and prior to the Closing.

3.6            SPAC Financing Certificate. Not later than two (2) Business Days prior to the Closing Date, SPAC shall deliver to the Company written notice (the “Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the SPAC Shareholder Redemption; (b) the estimated amount of SPAC Cash, Transaction Costs and Cash Consideration as of the Closing; and (c) the number of SPAC Class A Ordinary Shares to be outstanding as of the Closing after giving effect to the SPAC Shareholder Redemption and the issuance of SPAC Class A Ordinary Shares pursuant to the Subscription Agreements and the terms of this Agreement and the Sponsor Letter Agreement. SPAC shall also deliver to the Company (x) a certificate of the Chief Financial Officer of SPAC certifying that the amounts set forth in the Financing Certificate have been prepared in accordance with this Agreement and (y) reasonable relevant supporting documentation used by SPAC in calculating such amounts, including with respect to Transaction Costs and Cash Consideration. The Company and its Representatives shall have a reasonable opportunity to review and to discuss with SPAC and its Representatives the documentation provided pursuant to this Section 3.6 and any relevant books and records of SPAC. SPAC and its Representatives shall reasonably assist the Company and its Representatives in its review of the documentation and shall consider in good faith the Company’s comments to the Financing Certificate, and if any adjustments are made to the Financing Certificate prior to the Closing (with the Company’s prior written consent), such adjusted Financing Certificate shall thereafter become the Financing Certificate for all purposes of this Agreement. The Financing Certificate and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. The Company shall be entitled to rely in all respects on the Financing Certificate.

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3.7            Closing Calculations. The Company shall deliver to SPAC, no later than three (3) Business Days prior to the Closing Date written notice (the “Closing Schedule”) setting forth: (a) the Company’s good faith calculation of the Company Shareholder Consideration and the Adjustment Factor and (b) the allocation of the Company Shareholder Consideration among the Company Shareholders in accordance with Section 3.2(b). The Company shall also deliver to SPAC, (x) a certificate of the Chief Financial Officer of the Company certifying that the amounts set forth in the Closing Schedule and the calculation of the Adjustment Factor set forth in the Closing Schedule have been prepared in accordance with this Agreement and the Company Governing Documents and (y) reasonable relevant supporting documentation used by the Company in calculating such amounts. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives the documentation provided pursuant to this Section 3.7 and any relevant books and records of the Company and its Subsidiaries. The Company and its Representatives shall reasonably assist SPAC and its Representatives in its review of the documentation and shall consider in good faith SPAC’s comments to the Closing Schedule, and if any adjustments are made to the Closing Schedule prior to the Closing, such adjusted Closing Schedule shall thereafter become the Closing Schedule for all purposes of this Agreement. The Closing Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. SPAC will be entitled to rely in all respects upon the Closing Schedule.

3.8            [Reserved.]

3.9            Withholding Taxes. Notwithstanding anything in this Agreement to the contrary, Exchange Agent, SPAC, the Company, and New PubCo, and their respective Affiliates, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement any amount required to be deducted and withheld with respect to the making of such payment under applicable Legal Requirements. If any deduction or withholding is so required in connection with any such payments (other than compensatory payments to employees of the Group Companies), Exchange Agent, SPAC, the Company or New PubCo, as applicable, shall provide written notice to the Company as soon as reasonably practicable after making a determination that such deduction or withholding applies. Each Party shall expend commercially reasonable efforts to (a) avail itself of any available exemptions from, or any refunds, credits or other recovery of, any such Tax deductions and withholdings and shall cooperate with the other Parties in providing any information and documentation that may be necessary to obtain such exemptions, refunds, credits or other recovery and (b) eliminate or minimize the amount of any such Tax deductions and withholdings. To the extent that amounts are so deducted and withheld and paid over to the appropriate Governmental Entity in accordance with applicable Legal Requirements, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

3.10          Taking of Necessary Action; Further Action. If, at any time after the Effective Times, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Company Surviving Sub following the Third Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Third Merger Sub, and to vest the Initial SPAC Surviving Sub following the First Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and the First Merger Sub, the officers, directors, managers and members, as applicable, (or their designees) of the Company and Third Merger Sub, on the one hand, and SPAC and First Merger Sub, on the other hand, and New PubCo, are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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Article IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the letter dated as of the date of this Agreement delivered by the Company to SPAC prior to or in connection with the execution and delivery of this Agreement (the “Company Disclosure Letter”), the Company hereby represents and warrants to SPAC, New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub that each statement contained in this Article IV is true and correct as of the date hereof and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date):

4.1            Organization and Qualification. The Company (a) is an exempted company duly incorporated with limited liability, validly existing and in good standing (to the extent such concept exists) under the laws of the Cayman Islands and (b) has all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business in each jurisdiction in which it is conducting its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Complete and correct copies of the Company Governing Documents as currently in effect, have been made available to SPAC. The Company is not in violation of any provisions of the Company Governing Documents in any material respect.

4.2            Company Subsidiaries.

(a)            The Company’s direct and indirect Subsidiaries as of the date hereof, together with their jurisdiction of incorporation or organization, as applicable, are listed on Schedule 4.2(a) of the Company Disclosure Letter (the “Company Subsidiaries”). Except as set forth in Schedule 4.2(a)(i) of the Company Disclosure Letter, as of the date hereof, the Company owns, directly or indirectly, all of the outstanding equity securities of the Company Subsidiaries, free and clear of all Liens. Except for the Company Subsidiaries, the Company does not own, directly or indirectly, as of the date hereof, any ownership, equity, profits or voting interest in any Person or, except for the documents disclosed on Schedule (a)(ii) of the Company Disclosure Letter, have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof under which it may become obligated to make, any future investment in or capital contribution to any other entity.

(b)            Each Company Subsidiary is duly incorporated, formed or organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Company Subsidiary holds the materially required licenses to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Complete and correct copies of the Governing Documents of each Company Subsidiary, as amended and currently in effect, have been made available to SPAC. No Company Subsidiary is in violation of any provisions of its Governing Documents in any respect.

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(c)            Except as disclosed on Schedule 4.2(c) of the Company Disclosure Letter, all issued and outstanding share capital, shares of capital stock, limited liability company interests and equity interests of each Company Subsidiary (i) have been duly authorized, validly issued, fully paid and are non-assessable (in each case, to the extent that such concepts are applicable), (ii) are not subject to, nor have been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right and (iii) have been offered, sold and issued in all material respects in compliance with applicable Legal Requirements and the applicable Company Subsidiary’s respective Governing Documents.

(d)            Except as disclosed on Schedule 4.2(c) of the Company Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

4.3            Capitalization of the Company.

(a)            Schedule 4.3(a) of the Company Disclosure Letter sets forth, as of the date hereof, (i) the authorized share capital of the Company, and (ii) the number, class and series of Company Shares owned by each holder of Company Shares, together with the name of each registered holder thereof.

(b)            Except as disclosed on Schedule 4.3(a) of the Company Disclosure Letter, (i) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Company or any of its Subsidiaries is authorized or outstanding, and (ii) there is no commitment by the Company or its Subsidiaries to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other similar equity rights, to distribute to holders of their respective equity securities any evidence of indebtedness, to repurchase or redeem any securities of the Company or its Subsidiaries or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security. As of the date hereof, there are no declared or accrued unpaid dividends with respect to any Company Shares.

(c)            Except as disclosed on Schedule 4.3(c) of the Company Disclosure Letter, all issued and outstanding Company Shares are (i) duly authorized, validly issued, fully paid and non-assessable (in each case, to the extent that such concepts are applicable) and (ii) not subject to any preemptive rights created by statute, the Company Governing Documents or any agreement to which the Company is a party. All issued and outstanding Company Shares were issued in compliance with applicable Legal Requirements.

(d)            No outstanding Company Shares are subject to vesting or forfeiture rights or repurchase by a Group Company. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights issued by any Group Company.

(e)            All distributions, dividends, repurchases and redemptions in respect of the share capital (or other equity interests) of the Company were undertaken in compliance with the Company Governing Documents then in effect, any agreement to which the Company then was a party and in all material respects in compliance with applicable Legal Requirements.

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(f)             Except as disclosed on Schedule 4.3(f) of the Company Disclosure Letter or as set forth in the Company Governing Documents or in connection with the Transactions, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings, to which any Group Company is a party or by which any Group Company is bound with respect to any ownership interests of the applicable Group Company.

(g)            Except as disclosed on Schedule 4.3(g) of the Company Disclosure Letter, as provided for in this Agreement or as contemplated by the Transactions, immediately following the consummation of the Transactions, no shares, shares of capital stock, warrants, options or other securities of any Group Company will be issued and no rights in connection with any shares, warrants, options or other securities of any Group Company will accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

4.4            Authority Relative to this Agreement. The Company has all requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party; and (b) carry out the Company’s obligations hereunder and thereunder and to consummate the Transactions to which it is a party. The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company of the Transactions to which it is a party have been duly and validly authorized by the Company Board and, except for receipt of the approval of the Company Shareholders as required by the Companies Act and the approvals described in Section 4.5(b), no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions. This Agreement and the other Transaction Agreement to which it is a party have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding obligations of the Company, enforceable against the Company in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies.

4.5            No Conflict; Required Filings and Consents.

(a)            Assuming that the consents, approvals, orders, authorizations, registrations, filings, notices or permits referred to in Section 4.5(b) and on Schedule 4.5(a) of the Company Disclosure Letter are duly and timely obtained or made, the execution and delivery by the Company of this Agreement does not, the performance of this Agreement by the Company will not, and the consummation of the Transactions will not: (i) conflict with or result in a violation or breach of or default under any provision of the Company Governing Documents; (ii) conflict with or violate any applicable Legal Requirements; (iii) result in any breach of or constitute a default (with or without notice or lapse of time, or both) under, or impair the Company’s or any of its Subsidiaries’ rights or, in a manner adverse to any of the Group Companies, or give to any third party any rights of termination, amendment, acceleration (including any forced repurchase) or cancellation under, or result in the creation of a Lien (other than any Permitted Lien) on any of the properties or assets of any of the Group Companies pursuant to, any Company Material Contract, except, with respect to clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b)            The execution and delivery of this Agreement, or the other Transaction Agreements to which the Company is a party, by the Company does not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except for: (i) the filing of the Third Plan of Merger and associated documents in accordance with the Companies Act; (ii) for applicable requirements, if any, of the Securities Act, the Exchange Act, blue sky laws, foreign securities laws and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which the Company is qualified to do business; (iii) for the filing of any notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder, (iv) the consents, approvals, authorizations and permits described on Schedule 4.5(b)(iv) of the Company Disclosure Letter; and (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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4.6            Compliance; Approvals. Except as disclosed in Schedule 4.6 of the Company Disclosure Letter:

(a)            Each of the Group Companies has since the Reference Date complied with and is not in violation of any applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. No written or, to the Knowledge of the Company, oral notice, of non-compliance with any applicable Legal Requirements has been received by any of the Group Companies since the Reference Date, except for any potential non-compliance which, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect.

(b)            (i) Each Group Company is in possession of necessary franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, and (ii) each Approval held by the Group Companies is valid, binding and in full force and effect, in case of (i) and (ii), except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

(c)            None of the Group Companies (i) are in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Approval, or (ii) have received any notice from a Governmental Entity that has issued any such Approval that it intends to cancel, terminate, modify or not renew any such Approval, except in the case of clauses (i) and (ii) as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

4.7            Financial Statements.

(a)            The Company has made available to SPAC true and complete copies of the PCAOB Audited 2021 and 2020 Financial Statements and, prior to the filing of the Registration Statement, will make available to SPAC true and complete copies of the PCAOB Unaudited Interim Financial Statements. The PCAOB Audited 2021 and 2020 Financial Statements and, once delivered to SPAC, the PCAOB Unaudited Interim Financial Statements (x) present or will present fairly, in all material respects, the financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the PCAOB Unaudited Interim Financial Statements, to normal recurring year-end adjustments (the effect of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect) and the absence of footnotes); (y) were or will be prepared in conformity with IFRS applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and, in the case of the PCAOB Unaudited Interim Financial Statements, the absence of footnotes); and (z) were or will be prepared from the books and records of the Group Companies.

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(b)            The Company has established and maintained a system of internal controls designed to provide reasonable assurance (i) that transactions, receipts and expenditures of the Group Companies are being executed and made only in accordance with the Company management’s general or specific authorizations, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Group Companies and (iv) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in Schedule 4.7(b), to the Knowledge of the Company, (i) there is no “material weakness” in the internal controls over financial reporting of the Group Companies, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the Group Companies who have a role in the preparation of the financial statements or the internal accounting controls used by the Group Companies, or (iii) any claim or allegation regarding any of the foregoing.

(c)            Except as disclosed in Schedule 4.7(c) of the Company Disclosure Letter, the Group Companies do not have any undisclosed off-balance sheet arrangements.

(d)            There are no outstanding loans or other extensions of credit made by the Group Companies to any executive officer or director of the Company.

4.8            No Undisclosed Liabilities. The Group Companies have no liabilities (whether direct or indirect, absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet in accordance with IFRS, except: (a) liabilities provided for in, or otherwise disclosed or reflected in the most recent balance sheet included in, the PCAOB Audited 2021 and 2020 Financial Statements or in the notes thereto; (b) liabilities arising in the ordinary course of the Company’s business since the date of the most recent balance sheet included in the PCAOB Audited 2021 and 2020 Financial Statements or, as of the Closing Date, as otherwise permitted pursuant to Section 7.1; (c) liabilities incurred in connection with the Transactions; (d) as disclosed on Schedule 4.8 of the Company Disclosure Letter; or (e) liabilities that would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

4.9            Absence of Certain Changes or Events. Except as contemplated by this Agreement, since the date of the most recent balance sheet included in the PCAOB Audited 2021 and 2020 Financial Statements through the date of this Agreement, each of the Group Companies has conducted its business in the ordinary course of business and there has not been: (a) any Company Material Adverse Effect; or (b) any action taken by any of the Group Companies that would be prohibited by Sections 7.1(c), 7.1(h), 7.1(k) and 7.1(m) (and to the extent related to the foregoing clauses, Section 7.1(o)), if such action were taken on or after the date hereof without the consent of SPAC.

4.10          Litigation. Except (i) as disclosed on Schedule 4.10 of the Company Disclosure Letter, (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or (iii) as would not individually result in a contingency to the Group Companies in an amount greater than $2,000,000, as of the date hereof, there is: (a) no pending or, to the Knowledge of the Company, threatened Legal Proceeding, or to the Knowledge of the Company, any investigation, against any Group Company or any of its properties or assets, or any of the directors, managers or officers of any Group Company with regard to their actions as such; (b) other than with respect to audits, examinations or investigations in the ordinary course of business conducted by a Governmental Entity, no pending or, to the Knowledge of the Company, threatened audit, examination or investigation by any Governmental Entity against any Group Company or any of its properties or assets, or any of the directors, managers or officers of any Group Company with regard to their actions as such; (c) no pending or threatened Legal Proceeding by any Group Company against any third party; (d) no settlement or similar agreement that imposes any ongoing obligation, restriction or penalty on any Group Company; and (e) no Order imposed or, to the Knowledge of the Company, threatened to be imposed only upon any Group Company or any of its respective properties or assets, or any of the directors, managers or officers of any Group Company with regard to their actions as such.

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4.11          Employee Benefit Plans.

(a)            Schedule 4.11(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each (i) material Employee Benefit Plan subject to the Legal Requirements of the United States and (ii) material Employee Benefit Plan subject to the Legal Requirements of any jurisdiction outside the United States (each, a “Foreign Plan”). For each such material Employee Benefit Plan, the Group Companies have made available to SPAC a copy of such plan (or a description, if such plan is not written) and all amendments thereto and, as applicable: (i) all trust agreements or other funding arrangements and amendments thereto; (ii) the most recently prepared actuarial reports and financial statements and (iii) all material, non-routine correspondence relating thereto received from or provided to any Governmental Entity during the past three (3) years.

(b)            Each Employee Benefit Plan has been established, maintained and administered in all material respects in accordance with its terms and with all applicable Legal Requirements. To the Knowledge of the Company no fact or event exists that could reasonably be expected to give rise to any material Legal Proceeding or material tax, fine, lien or penalty with respect to any Employee Benefit Plan (other than claims for benefits in the ordinary course).

(c)            Except as would not have a Company Material Adverse Effect, no Group Company or any of its subsidiaries has at any time in the past six (6) years sponsored or been obligated to contribute to, or had or is reasonably expected to have any liability in respect of any plan subject to Title IV of ERISA (including any multiemployer plan (within the meaning of Section 3(37) of ERISA) or any other defined benefit pension plan).

(d)            None of the Employee Benefit Plans provides for any material, and the Group Companies have no material liability in respect of, post-retirement health, welfare or life insurance benefits or coverage for any participant or any beneficiary of a participant, except as may be required under the applicable Legal Requirements.

(e)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, with respect to any Employee Benefit Plan, no material actions, suits, claims (other than routine claims for benefits in the ordinary course), investigations or Legal Proceedings are pending, or, to the Knowledge of the Company, threatened against any Employee Benefit Plan or against any fiduciary thereof with respect thereto.

(f)             Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event(s): (i) result in any payment or benefit becoming due, or materially increase the amount of compensation or benefits payable, to any current or former employee, contractor or director of the Company or its Subsidiaries or otherwise under any Employee Benefit Plan; (ii) result in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, contractor or director of the Company or its Subsidiaries or under any Employee Benefit Plan or (iii) give rise to any “excess parachute payment” as defined in Section 280G(b)(1) of the Code, any excise tax owing under Section 4999 of the Code or any other amount that would not be deductible under Section 280G of the Code.

(g)            The Company maintains no obligations to gross-up or reimburse any individual for any tax or related interest or penalties incurred by such individual, including under Sections 409A, 457A or 4999 of the Code or otherwise.

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(h)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Foreign Plan is in compliance with the applicable Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan, (ii) there are no pending, or to the Knowledge of the Company, threatened investigations by any Governmental Entity involving any Foreign Plan, and no pending, or to the Knowledge of the Company, threatened claims (except for claims for benefits payable in the normal operation of any Foreign Plan), actions, suits or proceedings against any Foreign Plan or asserting any rights or claims to benefits under any Foreign Plan, (iii) all employer contributions to each Foreign Plan required by applicable Legal Requirements or by the terms of each Foreign Plan have been made in a timely manner; (iv) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and, to the Knowledge of the Company, no event has occurred since the date of the most recent approval or application therefor relating to any Foreign Plan that would reasonably be expected to adversely affect any such approval or good standing; (v) each Foreign Plan required to be fully funded or fully insured, is fully funded or fully insured, including any back-service obligations, on an ongoing basis (determined using reasonable actuarial assumptions) in compliance with all applicable Legal Requirements; (vi) the consummation of the Transactions will not by itself be reasonably expected to create or otherwise result in any material liability with respect to any Foreign Plan; and (vii) each Employee Benefit Plan, if intended to qualify for special tax treatment or tax-qualified treatment, meets all the requirement for such treatment and, to the Knowledge of the Company, no event has occurred with respect to any Foreign Plan that would reasonably be expected to cause the denial or loss of such special tax treatment or tax-qualified treatment.

4.12          Labor Matters.

(a)            Except as disclosed in Schedule 4.12(a) of the Company Disclosure Letter or as would not be reasonably expected to have a Company Material Adverse Effect, as of the date hereof, (i) no Group Company is a party to or bound by, or currently negotiating in connection with entering into or amending, any labor agreement, collective bargaining agreement or other labor Contract with any labor union or other employee representative bodies; (ii) no employees of the Group Companies are represented by any labor union or other employee representative bodies with respect to their employment with the Group Companies; and (iii) there are no representation proceedings or petitions of employees or former employees of any Group Company or third parties, including Governmental Entities, seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed, with any labor relations tribunal having jurisdiction over the Company’s operations; and (iv) to the Knowledge of the Company, since the Reference Date, there have been no labor organizing activities involving any Group Company or with respect to any employees of the Group Companies or threatened in writing by any labor union or other employee representative bodies.

(b)            Except as would not have a Company Material Adverse Effect, since the Reference Date, there have been no strikes, work stoppages, slowdowns, or other material labor disturbances against the Group Companies or, to the Knowledge of the Company, threatened in writing.

(c)            The Group Companies and, to the Knowledge of the Company, each of their employees and consultants, are in material compliance with the terms of any employment, nondisclosure, restrictive covenant, and consulting agreements between any Group Company and such individuals.

(d)            Except as disclosed on Schedule 4.12(d) of the Company Disclosure Letter, to the Knowledge of the Company, no notice or complaint from or on behalf of any current or former employee of, or other individual who provided services to, any Group Company has been received by any Group Company since the Reference Date asserting or alleging sexual harassment or sexual misconduct against any current or former appointed executive officer or director of any Group Company involving or relating to his or her services provided to any Group Company.

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(e)            Except as disclosed on Schedule 4.12(e) of the Company Disclosure Letter or as would not be reasonably expected to have a Company Material Adverse Effect, since the Reference Date, (i) there are no material complaints, charges, investigations, claims or other Legal Proceedings against the Group Companies pending or, to the Knowledge of the Company, threatened in writing that would be brought or filed, with any Governmental Entity based on, arising out of, or in connection with any labor and employment Legal Requirement, or employment practice of any Group Company; and (ii) each Group Company is in material compliance with all applicable Legal Requirements respecting labor, employment, employment practices and social security legislation, including, without limitation, the rules from any applicable collective bargaining agreements, outsourcing rules, consultant, independent contractors and any other type of workforce requirements, as well as any applicable labor regulation issued by any Governmental Entity.

(f)             The Group Companies have timely paid all wages, benefits, social security contributions and labor charges in relation to all employees, officers and directors of any of the Group Companies and any type of workforce, other than as would not reasonably expected to have a Company Material Adverse Effect. There is no outstanding, pending or, to the Knowledge of the Company, threatened litigation or worker’s compensation or any other Legal Proceedings or labor claims filed by any employee, director or officer of any of the Group Companies, or any labor claims filed by any outsourced worker, consultant, independent contractor or any other type of workforce against the Company and its Subsidiaries, jointly or severally. There are no actual or pending disputes or Legal Proceedings initiated by labor unions or similar organizations against any of the Group Companies, with respect to which any of the Group Companies have been notified in writing or received formal service of process.

(g)            Except as disclosed on Schedule 4.12(g) of the Company Disclosure Letter or as would not be reasonably expected to have a Company Material Adverse Effect, the Group Companies have properly classified for all purposes (including (x) for Tax purposes, (y) for purposes of minimum wage and overtime and (z) for purposes of determining eligibility to participate in any statutory and non-statutory Employee Benefit Plan) all Persons who have performed services for or on behalf of each such entity, and have properly withheld and paid all applicable Taxes and statutory contributions and made all required filings in connection with services provided by such persons to the Group Companies in accordance with such classifications and there have been no Legal Proceedings or investigations pending or, to the Knowledge of the Company, threatened in writing relating to any of the foregoing.

(h)            Except as set forth on Schedule 4.12(h) of the Company Disclosure Letter or as would not be reasonably expected to have a Company Material Adverse Effect, (i) each contract of employment with any employee of any of the Group Companies can be terminated without giving rise to any claim for severance compensation (other than severance compensation for dismissal as required by applicable Legal Requirements); and (ii) to the Knowledge of the Company, no liability that remains undischarged has been incurred by any of the Group Companies for breach of any employment agreement or breach of any statutory or equivalent employment right.

(i)             Except as would not be reasonably expected to have a Company Material Adverse Effect: (a) the Group Companies are in material compliance with all Legal Requirements applicable to the business with respect to their respective employees and their own policies respecting employment laws and regulations, collective bargaining agreements and employment practices, terms and conditions of employment, including but not limited to wages and hours, equal opportunities, civil rights, labor relations, occupational health and safety and payroll Taxes with respect to the employees; and (b) for the past two (2) years, neither the Company nor any of its Subsidiaries have: (i) engaged in any plant closing, workforce reduction or other action that has resulted or could reasonably be expected to result in material outstanding liability under any applicable Legal Requirement with respect to the employees or (ii) been issued any written notice that any such action is to occur in the future with respect to the employees of any of the Group Companies.

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4.13          Real Property; Tangible Property.

(a)            Schedule 4.13(a) of the Company Disclosure Letter sets forth the address of all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Company or any of its Subsidiaries (“Owned Real Property”). With respect to each Owned Real Property and except as would be, individually or in the aggregate, material to the Group Companies, taken as a whole: (i) the Company or its Subsidiary (as the case may be) has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens; (ii) except as set forth on Schedule 4.18(a) of the Company Disclosure Letter, the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.

(b)            Except as would not be reasonably expected to have a Company Material Adverse Effect, each Group Company has a valid, binding and enforceable leasehold interest under each of the real property leases to which it is a party as of the date hereof as a lessee (the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect as of the date hereof, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. Schedule 4.13(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Material Company Real Property Leases (as defined below).

(c)            Except as would not be reasonably expected to have a Company Material Adverse Effect, (i) no Group Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default; and (ii) no Person other than the Group Companies has the right to use the Company Leased Properties, nor to the Knowledge of the Company, no Person other than the Group Companies has any interest in the Company Leased Properties, except as subleased by the respective Group Company to a sub-lessee.

(d)            To the Knowledge of the Company or as would not be reasonably expected to have a Company Material Adverse Effect, there are no pending or contemplated special assessments or reassessments of any parcel included in the Company Leased Real Property that would reasonably be expected to result in additional rent or other sums and charges payable by any of the Group Company under the Company Real Property Leases, except as set forth in the Company Real Property Leases.

(e)            Except as disclosed on Schedule 4.13(e) of the Company Disclosure Letter or as would not be reasonably expected to have a Company Material Adverse Effect, each Group Company has good and marketable title to or other right or interest in, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any Company Real Property Lease.

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(f)             Except as disclosed on Schedule 4.13(f) of the Company Disclosure Letter, all Company Real Property Leases are registered in the respective real estate record file of each leased real property.

(g)            None of the Group Company has received written notice from any lessor regarding: (i)  the exercise of any of the Group Company right of first refusal or the proposal of acquisition of any of the Company Material Leased Real Property by a third party; or (ii) the acquisition by any Person of any interest in the real property that is the subject of any Company Material Real Property Lease.

4.14          Taxes. Except as disclosed on Schedule 4.14 of the Company Disclosure Letter:

(a)            All income and other material Tax Returns required to be filed by or on behalf of each Group Company have been duly and timely filed with the appropriate Governmental Entity (taking into account any valid extension of time) and all such Tax Returns are true, correct and complete in all material respects. All income and other material amounts of Taxes due and payable by each Group Company (whether or not shown on any Tax Return) have been fully and timely paid, except with respect to matters being contested in good faith by appropriate proceeding and with respect to which adequate reserves have been made in accordance with IFRS.

(b)            Each Group Company has complied in all material respects with all applicable Legal Requirements related to the withholding and remittance of all material amounts of Tax and withheld and paid all material amounts of Taxes required to have been withheld and paid to the appropriate Governmental Entity.

(c)            No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental Entity in writing (nor to the Knowledge of the Company is there any) against any Group Company which has not been paid, resolved, settled or withdrawn in full or that is being contested in good faith through appropriate proceedings.

(d)            No material Tax audit or other examination of any Group Company by any Governmental Entity is presently in progress, nor has any Group Company been notified in writing of (nor to the Knowledge of the Company is there) any request threatened in writing for such an audit or other examination.

(e)            There are no Liens for Taxes (other than Permitted Liens) upon any of the assets of any Group Company.

(f)             No Group Company has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the SEC Financial Statements, other than any liability for unpaid Taxes that has been incurred since the end of the most recent fiscal year in connection with the operation of the business of the Group Companies in the ordinary course of business.

(g)            No Group Company: (i) has any liability for the Taxes of another Person (other than any Group Company) pursuant to Treasury Regulations Section 1.1502-6 (or any analogous or similar provision of state, local or non-U.S. Legal Requirements) or as a transferee or a successor or by Contract (other than pursuant to commercial agreements entered into in the ordinary course of business and the principal purpose of which is not related to Taxes); (ii) is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement (excluding commercial agreements entered into in the ordinary course of business and the principal purposes of which is not related to Taxes); or (iii) has, since the Reference Date, ever been a member of a group filing income Tax Returns on an affiliated, consolidated, combined or unitary basis, other than a group the common parent of which was and is the Company.

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(h)            No Group Company has: (i) consented to extend the time in which any material amount of Tax may be assessed or collected by any Governmental Entity (other than ordinary course extensions of time to file Tax Returns), which extension is still in effect; or (ii) entered into or been a party to any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code.

(i)             To the Knowledge of the Company, no Group Company has, or has ever had, a permanent establishment in any country other than the country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the country of its organization, in each case where it is required to file a material income Tax Return and does not file such a Tax Return.

(j)             To the Knowledge of the Company, each Group Company is registered for the purposes of sales Tax, use Tax, Transfer Taxes, value added Taxes or any similar Tax in all jurisdictions where it is required by Legal Requirements to be so registered, in each case, in all material respects, and has complied in all material respects with all Legal Requirements relating to such Taxes.

(k)            All material Related Party transactions involving any Group Company are in material compliance with the arm’s length standards of applicable Legal Requirements.

(l)             No Group Company has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(m)           No Group Company will be required to include any material item of income in, or exclude any material item or deduction from, taxable income for any taxable period beginning after the Closing Date or, in the case of any taxable period beginning on or before and ending after the Closing Date, the portion of such period beginning after the Closing Date, as a result of: (i) an installment sale or open transaction disposition that occurred on or prior to the Closing Date; (ii) any change in method of accounting on or prior to the Closing Date, including by reason of the application of Section 481 of the Code (or any analogous or similar provision of state, local or non-U.S. Legal Requirements); (iii) any prepaid amount received or deferred revenue recognized on or prior to the Closing Date, other than in respect of such amounts reflected in the balance sheets included in the SEC Financial Statements, or received in the ordinary course of business since the date of the most recent balance sheet included in the SEC Financial Statements; or (iv) any closing agreement pursuant to Section 7121 of the Code or any analogous or similar provision of state, local or non-U.S. Legal Requirements.

(n)            No claim has been made in writing (nor to the Company’s Knowledge has any claim been made) by any Governmental Entity in a jurisdiction in which any Group Company does not file Tax Returns that any Group Company is or may be subject to Tax by, or required to file Tax Returns in, that jurisdiction.

(o)            None of the Group Companies has taken any action, or is aware of any fact or circumstance that would reasonably be expected, to prevent the Transactions from qualifying for the Intended Tax Treatment.

(p)            No advantage of any amnesty or tax installment program regarding Taxes (including ordinary installments, REFIS, PAES, PAEX and any similar plan) in the previous five (5) years has been taken by any Group Company.

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(q)            The Company is not and has not been a “passive foreign investment company” within the meaning of Section 1297 of the Code (a “PFIC”)

4.15          Brokers; Third Party Expenses. Except for the fee arrangement disclosed in Schedule 4.15 of the Company Disclosure Letter, the Group Companies do not have any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or the Transactions on account of Contracts entered into by any Group Company.

4.16          Intellectual Property.

(a)            Schedule 4.16(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of all of the following Intellectual Property that is owned by, and material to, any of the Group Companies: (i) issued Patents and pending applications for Patents; (ii) registered Trademarks and pending applications for registration of Trademarks; (iii) registered Copyrights and pending applications for registration of Copyrights; and (iv) Internet domain names (the Intellectual Property referred to in clauses (i) through (iv), without any limitations as to materiality, collectively, the “Company Registered Intellectual Property”). All of the Company Registered Intellectual Property is subsisting, valid (except for any pending applications included therein, which are, to the Knowledge of the Company, valid), and to the Knowledge of the Company, enforceable in all material respects. None of the Owned Intellectual Property material to the operation of the business of any of the Group Companies has been adjudged invalid or unenforceable in whole or part, and to the Knowledge of the Company, all material Owned Intellectual Property is valid and enforceable in all material respects. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, domain name registrar, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purpose of maintaining each material item of the Company Registered Intellectual Property.

(b)            Except as disclosed in Schedule 4.16(b) of the Company Disclosure Letter, the Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to all material Owned Intellectual Property and has a license, sublicense or otherwise possesses valid rights to use, license, sublicense, resell and commercialize (as currently used, licensed, sublicensed, resold and commercialized by the Group Companies) all other material Licensed Intellectual Property, in each case, free and clear of all Liens (other than Permitted Liens). The Owned Intellectual Property and the Licensed Intellectual Property when used within the scope of the applicable Inbound Licenses include all of the Intellectual Property necessary for, or used or held for use in, the conduct of each Group Company’s business as currently conducted in all material respects. To the Knowledge of the Company, all Licensed Intellectual Property used by the Company is duly licensed and used within the scope of its licenses in all material respects.

(c)            Since the Reference Date, the Owned Intellectual Property and the conduct of the businesses of the Group Companies has not infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual Property rights of any Person. To the Knowledge of the Company, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any of the Owned Intellectual Property, and no such claims have been made in writing against any third party by any of the Group Companies since the Reference Date.

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(d)            There is no Legal Proceeding pending or, to the Knowledge of the Company, threatened against any of the Group Companies, and no Group Company has received since the Reference Date any written notice from any Person pursuant to which any Person is: (i) alleging that any Group Company or the conduct of the business of any of the Group Companies has infringed, misappropriated or otherwise violated any Intellectual Property rights of any third party; or (ii) contesting the scope, use, ownership, validity or enforceability of any of the Owned Intellectual Property. To the Knowledge of the Company, none of the Owned Intellectual Property is subject to any pending or outstanding injunction, order, judgment, settlement, consent order, ruling or other disposition of dispute that adversely restricts the use, transfer or registration of, or adversely affects the validity or enforceability of, any such Owned Intellectual Property in any material respect.

(e)            No past or present director, officer, partner, shareholder, quotaholder, manager, employee, consultant, service provider or independent contractor of any of the Group Companies has any ownership or other rights in any material Owned Intellectual Property (other than the right to use such material Owned Intellectual Property in the performance of their activities for the Group Companies pursuant to a Contract with a Group Company). Each of the past and present directors, officers, partners, shareholders, quotaholders, managers, employees, consultants, service providers and independent contractors of any of the Group Companies who are or were engaged in creating or developing any material Owned Intellectual Property for the Group Companies has executed and delivered a written agreement (or has similar obligations pursuant to law), pursuant to which such Person has, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) agreed to hold all confidential and/or proprietary information of the Group Companies (or of another Person and held by any Group Company under an obligation to maintain the secrecy and confidentiality of such information) in confidence both during and for certain periods after such Person’s employment or retention, as applicable; (ii) presently assigned to such Group Company all of such Person’s rights, title and interest in and to all such material Intellectual Property created or developed for such Group Company in the course of such Person’s employment or retention thereby; and (iii) agreed to waive all moral rights such Person may have in any such material work which such Person created or authored for such Group Company in the course of such Person’s employment or retention thereby. To the Knowledge of the Company, there is no uncured breach by any such Person with respect to its obligation to assign Intellectual Property to any Group Company or to protect the Trade Secrets of the Group Companies under any such agreement.

(f)             Each of the Group Companies, as applicable, has taken commercially reasonable steps to maintain the secrecy, confidentiality and value of all Owned Intellectual Property and Licensed Intellectual Property (or any other Intellectual Property owned by another Person and held by such Group Company under an obligation to maintain the secrecy and confidentiality of such Intellectual Property) the value of which to any Group Company is contingent upon maintaining the confidentiality thereof. No such Intellectual Property that is material to any of the Group Companies or their respective businesses (i) has been authorized to be disclosed by one of the Group Companies, or (ii) has been disclosed to any of the Group Companies’ past or present employees or any other Person, in each case, other than as subject to a Contract restricting the disclosure and use of such Intellectual Property, and there is no uncured material breach by any employee or Person under any such Contract.

(g)            Except as disclosed in Schedule 4.16(g) of the Company Disclosure Letter, no funding, facilities or personnel of any Governmental Entity or any university, college, research institute or other educational institution has been or is being used in any material respect to create, in whole or in part, any material Owned Intellectual Property. To the Knowledge of the Company, no current or former employee, consultant or independent contractor of any of the Group Companies who contributed to the creation or development of any material Owned Intellectual Property was performing services for a Governmental Entity or any university, college, research institute or other educational institution related to any of the Group Companies’ businesses during a period of time during which such employee, consultant or independent contractor was also performing services for any of the Group Companies.

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(h)            The Company or one of its Subsidiaries owns, or has a valid right to access, use, resell and commercialize (as applicable) all computer systems, Software, firmware, middleware, hardware, peripherals, servers, routers, hubs, switches, data communication lines, networks, interfaces, platforms and related systems, databases, websites and all other information technology equipment used by any Group Company as currently accessed, used, resold and commercialized by the Group Companies in all material respects (collectively, the “Company IT Systems”). The Company IT Systems are sufficient for the operation of the businesses of the Group Companies as currently conducted in all material respects. The Group Companies have taken commercially reasonable actions, consistent with industry practices, to protect the confidentiality, integrity and security of the Company IT Systems (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption, including the implementation of commercially reasonable (i) data backup, (ii) disaster avoidance and recovery procedures and (iii) business continuity procedures.

(i)             Since the Reference Date, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there have been no failures, breakdowns, continued substandard performance or other adverse events (including any unauthorized use, access, interruption, modification or corruption) affecting any such Company IT Systems (or any information and transactions stored or contained therein or transmitted thereby). The Company IT Systems do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or other similar code or programs that could (i) materially disrupt or materially and adversely affect the functionality of any Company IT Systems, or (ii) enable or assist any Person to access without authorization, any Company IT Systems in any material respect.

(j)             To the Knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the execution and delivery of this Agreement by the Group Companies and the consummation of the Transactions will not: (i) result in the breach of, or create on behalf of any third party the right to terminate or modify, any agreement relating to any Owned Intellectual Property or Licensed Intellectual Property; (ii) result in or require the grant, assignment or transfer to any other Person (other than New PubCo, SPAC or any of their respective Affiliates) of any license or other right or interest under, to or in any Owned Intellectual Property; or (iii) alter, encumber or cause a loss or impairment of any Owned Intellectual Property or Licensed Intellectual Property.

4.17          Privacy.

(a)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Group Companies, and, to the Knowledge of the Company, any Person acting for or on behalf of any of the Group Companies have since the Reference Date (in the case of any such Person, during the time such Person was acting for or on behalf of such Group Company and as applicable to such Group Company) complied with: (i) all applicable Privacy Laws; (ii) all of such Group Company’s applicable policies, records and notices regarding the Processing of Personal Information; and (iii) all of such Group Company’s applicable contractual obligations with respect to the receipt, collection, compilation, use, storage, Processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information (“Privacy Requirements”). Except as disclosed on Schedule 4.17 of the Company Disclosure Letter, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Group Companies have, since the Reference Date, (A) received any written notice of any requests (including from individuals exercising their rights under Privacy Laws) or claims of (including written notice from third parties acting on its or their behalves), nor have any of the Group Companies been charged with, a violation of any Privacy Requirements or (B) been subject to any threatened investigations, notices or requests from any Governmental Entity in relation to their data Processing activities or any alleged breaches of any Privacy Requirements.

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(b)            Each of the Group Companies has, as applicable, since the Reference Date, implemented and maintained appropriate and commercially reasonable safeguards, which safeguards are consistent with practices in the industry in which the applicable Group Company operates, to protect Personal Information and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access, transfer, use, modification or disclosure. The consummation of the Transactions will not breach any Privacy Requirement, except as would not, individually or in the aggregate, reasonably be expected to reasonably be expected to have a Company Material Adverse Effect.

(c)            Since the Reference Date, (i) there has been no material breach, security incident, misuse of or unauthorized access to, unauthorized use or transfer, or disclosure of any Personal Information in the possession or control of any of the Group Companies or collected, used or Processed by or on behalf of any of the Group Companies, and (ii) none of the Group Companies have provided or been legally or contractually required to provide any notices to any Person in connection with any material breach, security incident, misuse of or unauthorized access to, unauthorized use or transfer, or disclosure of Personal Information. Each of the Group Companies has implemented commercially reasonable disaster recovery and business continuity plans, and taken actions consistent with such plans to safeguard the data and Personal Information in its possession or control.

4.18          Agreements, Contracts and Commitments.

(a)            Schedule 4.18(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each of the following Contracts to which a Group Company is a party as of the date hereof (other than any Employee Benefit Plan):

(i)             any Contract reasonably expected to result in future payments to or by any Group Company in excess of $10,000,000 per annum;

(ii)            any Contract with (x) the top ten (10) customers of the Group Companies as measured by amounts received by the Group Companies on a consolidated basis for the fiscal year ended on June 30, 2021 and the nine (9)-month period ended on March 31, 2022 (the “Material Customers”) and (y) the top ten (10) suppliers of the Group Companies as measured by amounts paid by the Group Companies on a consolidated basis for the fiscal year ended on June 30, 2021 and the nine (9)-month period ended on March 31, 2022 (the “Material Suppliers”), in each case, other than purchase or service orders accepted, confirmed or entered into in the ordinary course of business;

(iii)           any Contract that purports to limit in any material respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees;

(iv)           any Contract memorializing any Interested Party Transactions (other than those employment agreements, confidentiality agreements, non-competition agreements (for the benefit of a Group Company) or any other agreement of similar nature entered into in the ordinary course of business with employees or technical consultants) providing for annual payments in an amount equal to or greater than $2,000,000;

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(v)            any Contract in an amount equal to or greater than $2,000,000 that imposes obligations on any of the Group Companies to provide “most favored nation” pricing to any of its customers, or that contains any “take or pay” or minimum requirements with any of its suppliers, right of first refusal or other similar provisions with respect to any transaction engaged in by any of the Group Companies;

(vi)           any Contract that is related to the governance or operation of any material joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Group Companies;

(vii)          any Contract for or relating to any borrowing of money by or from the Company in excess of $2,000,000 (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of the Group Companies);

(viii)         any Contract (A) providing for the grant of any preferential rights to purchase or lease any material asset of the Company; or (B) providing for any exclusive or preferred right to sell or distribute any material product or material service of the Group Companies taken as a whole;

(ix)            any obligation to register any Company Shares or other securities of the Group Companies with any Governmental Entity (other than ordinary course requirements of foreign applicable Legal Requirements related to the recording with an applicable Governmental Entity of the ownership of non-U.S. Group Companies);

(x)             any Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in each case, for which any Group Company has any material outstanding payment obligations;

(xi)            any Contract for the use by any of the Group Companies of any tangible property where the annual lease payments are greater than $500,000 (other than any lease of vehicles, office equipment or operating equipment made in the ordinary course of business) (the “Material Company Real Property Leases”);

(xii)           any Contract under which any of the Group Companies: (A) obtains the right to use, or a covenant not to be sued under, any material Intellectual Property from any third party (“Inbound License”), other than a non-exclusive license for Software that is in the nature of a “shrink-wrap” or “click-wrap” license agreement for off-the-shelf Software that is generally commercially available; or (B) grants the right to use, or a covenant not to be sued under, any material Intellectual Property to any third party (other than non-exclusive licenses granted to suppliers, vendors, distributors, contractors or customers in the ordinary course of business);

(xiii)          any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council or other employee representative bodies;

(xiv)          any documents required to be filed with the Proxy Statement / Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant; and

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(xv)          any Contract that creates guarantees or liens of any nature on the Group Companies’ assets not in the ordinary course of business and in an amount equal to or greater than $2,000,000.

(b)            Each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company party thereto and, to the Knowledge of the Company, represents a legal, valid and binding obligation of the counterparties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. Neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach of or in default under and, to the Knowledge of the Company, no event has occurred which with notice or lapse of time or both would become a material breach of or default under, any Company Material Contract, and to the Knowledge of the Company, no party to any Company Material Contract has given any written notice of any claim of any such breach, default or event or has provided any formal written notice of any intention to terminate, any such Company Material Contract. True, correct and complete copies of all Company Material Contracts have been made available to SPAC.

(c)            Except as disclosed on Schedule 4.18(c) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) there is no Person that acts as a commercial agent (representantes comerciais) of the Company (the “Commercial Agents”), and the Company has never entered into any agency agreement to formalize the engagement of any other Commercial Agent, (ii) the Company is not liable for any indemnification rights to any Commercial Agent and (iii) there are no pending or threatened claims asserted by a Commercial Agent against the Company.

4.19          Insurance. Except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, (i) each of the Group Companies maintains insurance policies or fidelity or surety bonds (collectively, the “Insurance Policies”) covering such risks in respect of its business and assets as are customarily carried by Persons conducting business in the industries and geographies in which the Group Companies operate; (ii) the Insurance Policies are in full force and effect, (iii) the premiums due with respect to such Insurance Policies have been timely paid and no written notice of cancellation or termination or intent to cancel has been received by any of the Group Companies with respect to any material Insurance Policy, and (iv) there is no pending material claim by any Group Company under any of the existing Insurance Policies with respect to which coverage has been questioned, denied or disputed by the underwriters of such policies.

4.20          Interested Party Transactions. Except as disclosed on Schedule 4.20 of the Company Disclosure Letter or as would not, individually or in the aggregate, be material to the Group Companies, (a) no officer or director of the Company or any of their respective immediate family members or their respective Affiliates, is indebted to the Group Companies for borrowed money, nor are any of the Group Companies indebted for borrowed money (or committed to make loans or extend or guarantee credit) to any of such Persons pursuant to any Contract or business arrangement with the Group Companies that is still in full force and effect as of the date hereof, and (b) to the Knowledge of the Company, no officer, director or direct holder of more than five percent (5%) of the equity securities of the Group Companies or any member of their immediate family or their respective Affiliates is, directly or indirectly, a counterparty to (or equityholder of a counterparty to) any Company Material Contract with any of the Group Companies that is still in full force and effect as of the date hereof (any such transactions in clauses (a) and (b), an “Interested Party Transaction”), in each case, other than: (i) for payment of salary, bonuses and other compensation for services rendered; (ii) reimbursement for reasonable expenses incurred in connection with any of the Group Companies; (iii) for other employee benefits made generally available to similarly situated Persons; (iv) as described in the PCAOB Audited 2021 and 2020 Financial Statements, (v) for Contracts or transactions solely among the Group Companies, or (vi) related to any such Person’s ownership of Company Shares or other securities of the Group Companies or such Person’s employment or consulting arrangements with the Group Companies.

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4.21          Information Supplied. The information relating to the Group Companies to be supplied by the Company in writing specifically for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement (or any amendment or supplement thereto) will not, on the date of filing or when the Registration Statement and the Proxy Statement is declared effective or the date that it is first mailed to the SPAC Shareholders, as applicable, or at the time of the Special Meeting, contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, no representation is made by the Company with respect to any other information that has been or will be included in the Registration Statement or the Proxy Statement, or the accuracy of any projections or forecasts that have been or will be included in the Registration Statement or the Proxy Statement; provided, however, that with respect to any financial projections or forecasts provided to investors or in any document filed with the SEC, in each case, with respect to the Transactions (the “Projections”), the Company represents and warrants that such Projections will be made with a reasonable basis and in good faith and that such Projections will represent the Company’s best then available estimates and judgment as to the future financial performance of the Company based on the assumptions to be disclosed therein, which assumptions will be all the assumptions that are material in forecasting the financial results of the Company and which will reflect the Company’s best then available estimate of the events, contingencies and circumstances described therein.

4.22          Anti-Bribery; Anti-Corruption. Since the Reference Date, except as would not, individually or in the aggregate, reasonably be expected have a Company Material Adverse Effect, none of the Group Companies and their respective directors and officers or, to the Knowledge of the Company, any of the Group Companies’ respective Affiliates or employees, or any other Persons acting on their behalf, at their direction or for their benefit has, directly or indirectly: (a) made, offered or promised to make or offer any bribe, influence, payment, kickback, payoff, benefits or any other type of payment, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any official of such party or campaign, for the purpose of: (i) influencing any official act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; or (iv) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) hindered any investigation or inspection carried out by a Governmental Entity or adversely interfered with their work; (d) made, offered or agreed or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures; or (e) established or maintained any unlawful fund of corporate monies or other properties, in each case, that would be unlawful under any applicable provision, as applicable for each Group Company, of (i) the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq., (ii) the United Kingdom Bribery Act 2010, (iii) Brazilian Federal Law No. 12,846/2013, (iv) Brazilian Federal Law No. 8,429/1992, (v) Brazilian Federal Law No. 9,613/1998, (vi) Brazilian Federal Law No. 12,813/2013, (vii) Brazilian Federal Law No. 8,666/1993, (viii) Brazilian Federal Law No. 14,133/2021, (ix) Brazilian Decree-Law No. 2,848/1940, (x) Law 1474 of 2022 in Colombia; (xi) Law 1778 of 2016 in Colombia; (xii) Law 2014 of 2019 in Colombia, (xiii) Law 2195 of 2022 in Colombia, (xiv) Law 599 of 2000 in Colombia or (xv) any other applicable anti-corruption or anti-bribery Legal Requirements (collectively, the “Anti-Corruption Laws”). Since the Reference Date, none of the Group Companies or, to the Knowledge of the Company, any of the Group Companies’ respective directors, officers, or any of the Group Companies’ respective Affiliates, employees or any other Persons acting on their behalf has ever been found by a Governmental Entity to have violated any Anti-Corruption Laws or has been the subject of any indictment or any governmental investigation with respect to applicable Anti-Corruption Laws. Since the Reference Date, the Group Companies have had and maintained a system or systems of internal controls reasonably designed to (x) promote compliance with the Anti-Corruption Laws and (y) prevent and detect violations of the Anti-Corruption Laws.

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4.23          International Trade; Sanctions.

(a)            Since the Reference Date, the Group Companies, the Group Companies’ respective directors, officers and, to the Knowledge of the Company, any of the Group Companies’ respective employees or any other Persons acting on their behalf, in connection with the operation of the business of the Group Companies, and in each case in all material respects: (i) have been in compliance with all applicable Customs & International Trade Laws, including all applicable Customs & International Trade Authorizations, as applicable to the Group Companies; (ii) have not been the subject of any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs & International Trade Authorization, debarment or denial of future Customs & International Trade Authorizations in connection with any violation of any applicable Customs & International Trade Laws; and (iii) have not received any actual or, to the Knowledge of the Company, threatened claims or requests for information by a Governmental Entity with respect to Customs & International Trade Authorizations and compliance with applicable Customs & International Trade Laws and have not made any disclosures to any Governmental Entity with respect to any noncompliance with any applicable Customs & International Trade Laws.

(b)            None of the Group Companies or any of the Group Companies’ respective directors, officers or, to the Knowledge of the Company, any of the Group Companies’ respective employees, Affiliates or any other Persons acting on their behalf is or has been since the Reference Date, a Sanctioned Person. Since the Reference Date, the Group Companies and the Group Companies’ respective directors, officers, or, to the Knowledge of the Company, any of the Group Companies’ respective Affiliates, employees or any other Persons acting on their behalf have, in connection with the operation of the business of the Group Companies, been in material compliance with any Sanctions. Since the Reference Date and to the Knowledge of the Company, (i) no Governmental Entity has initiated any action or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of an authorization, debarment or denial of future authorizations against any of the Group Companies or any of their respective directors, officers or any of the Group Companies’ respective employees, Affiliates or any other Persons acting on their behalf in connection with any actual or alleged violation of any applicable Sanctions, (ii) there have been no actual or threatened claims or requests for information by a Governmental Entity received by a Group Company with respect to the Group Companies’ or any of their respective Affiliates’ compliance with applicable Sanctions and (iii) and no disclosures have been made to any Governmental Entity with respect to any actual or potential noncompliance with applicable Sanctions. The Group Companies have in place adequate controls and systems reasonably designed to ensure compliance with applicable Sanctions.

4.24          Customers and Suppliers. No Group Company has received any written or, to the Knowledge of the Company, oral notice that any Material Customer or Material Supplier intends to cease doing business with any Group Company or materially decrease the volume of business that it is presently conducting with any Group Company.

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4.25          Environmental Matters. Except as disclosed on Schedule 4.18(c) of the Company Disclosure Letter or as would be reasonably expected to have a Company Material Adverse Effect: (i) each of the Group Companies is, and has been for the past three (3) years, in compliance with all Legal Requirements and all applicable Environmental Laws in the respective jurisdiction according to which each of the Group Companies conducts its business, which compliance includes obtaining, maintaining and complying with all material environmental licenses necessary to operate its business; (ii) none of the environmental licenses held or required to be held under Environmental Law by each of the Group Companies restricts in any material respect any of the Group Companies from operating any equipment or activity covered by such environmental licenses as currently conducted; (iii) no written notice of violation, notification of liability or request for information has been received by any of the Group Companies and no Legal Proceeding is pending or, to the Knowledge of the Company, threatened in writing by any Person against any Group Company relating to or arising out of any Environmental Law; (iv) no Order has been issued and is currently in effect that would unreasonably restrict the conduct of any Group Company business, and no penalty or fine has been assessed against any Group Company relating to or arising out of any Environmental Law; (v) to the Knowledge of the Company, there is no contamination of the soil or subsoil by Hazardous Substances in any real property at which any Group Company conducts its business that would require investigation, remediation or other response action by any Group Company pursuant to any Environmental Law; (vi) to the Knowledge of the Company, (a) the Company Leased Property has not been used for the handling, storage, transportation, or disposal of Hazardous Substances, and (b) there has been no release of any Hazardous Substances into the environment; (vii) the Company Leased Property is not presently being used for the handling, storage, transportation or disposal of Hazardous Substances; and (viii) none of the Group Companies has entered into any environmental agreements of conduct (termos de ajustamento de conduta) with any Governmental Entity.

4.26          Board Approval; Vote Required. The Company Board, by unanimous written consent, has duly recommended that the Company Shareholders approve the Third Merger and such other actions as contemplated by this Agreement. The Requisite Approval of the Company Shareholder Matters (the “Company Shareholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions to which the Company is a party.

4.27          Books and Records. Except as would not, individually or in the aggregate, be material to the Group Companies, the Company and all applicable Subsidiaries maintain the applicable books of account, shareholder record books, and other records and corporate books of the Company and of its Subsidiaries, all of which have been made available to SPAC, are true, complete and correct and have been maintained in accordance with sound business practices and all Legal Requirements.

4.28          Disclaimer of Other Warranties. THE COMPANY HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, NONE OF SPAC, NEW PUBCO, FIRST MERGER SUB, SECOND MERGER SUB, THIRD MERGER SUB NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE COMPANY OR ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO SPAC, NEW PUBCO, FIRST MERGER SUB, SECOND MERGER SUB, THIRD MERGER SUB OR ANY OF THEIR RESPECTIVE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE. THE COMPANY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS. THE COMPANY ACKNOWLEDGES THAT IT HAS CONDUCTED, TO ITS SATISFACTION, AN INDEPENDENT INVESTIGATION AND VERIFICATION OF SPAC, NEW PUBCO, FIRST MERGER SUB, SECOND MERGER SUB AND THIRD MERGER SUB AND THEIR BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS, AND IN MAKING ITS DETERMINATION THE COMPANY HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES OF SPAC, NEW PUBCO, FIRST MERGER SUB, SECOND MERGER SUB OR THIRD MERGER SUB EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS.

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Article V
REPRESENTATIONS AND WARRANTIES OF NEW PUBCO, FIRST MERGER SUB, SECOND MERGER SUB AND THIRD MERGER SUB

Except as set forth in the Company Disclosure Letter, each of New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub represent and warrant to the SPAC, severally but not jointly, that each statement contained in this Article V is true and correct as of the date hereof and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date).

5.1            New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub.

(a)            Each of New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of the Cayman Islands. Each of New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not be material to New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub, taken as a whole or have a Company Material Adverse Effect. None of New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub are in violation of any of the provisions of their respective Governing Documents in any material respect. Each of New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub is duly qualified or licensed to do business as a foreign corporation or limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary other than in such jurisdictions where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to have a (i) material adverse effect on the ability of any of New PubCo or the Merger Subs to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions or (ii) a Company Material Adverse Effect.

(b)            New PubCo has no direct or indirect Subsidiaries or participations in joint ventures or other entities, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person other than First Merger Sub, Second Merger Sub and Third Merger Sub. Neither New PubCo, First Merger Sub, Second Merger Sub nor Third Merger Sub has, and at all times prior to each Closing Date shall not have, except as expressly contemplated by the Transaction Agreements and the Transactions, any assets, properties, liabilities or obligations of any kind other than those incident to its formation and this Agreement, and does not now conduct and has never conducted any business or operations except as expressly contemplated by the Transaction Agreements and the Transactions. New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub are entities that have been formed solely for the purpose of engaging in the Transactions.

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(c)            All outstanding shares of First Merger Sub, Second Merger Sub and Third Merger Sub are owned by New PubCo, free and clear of all Liens (other than Permitted Liens). Except as contemplated by this Agreement, there are no outstanding options, warrants, rights, convertible or exchangeable securities, “phantom” stock or share rights, stock or share appreciation rights, stock-based performance units, commitments or Contracts of any kind to which New PubCo is a party or by which it is bound obligating New PubCo to issue, deliver or sell, or cause to be issued, delivered or sold, additional New PubCo Ordinary Shares or any other shares or other interest or participation in, or any security convertible or exercisable for or exchangeable into, New PubCo Ordinary Shares or any other shares or other interest or participation in New PubCo, no outstanding New PubCo Ordinary Shares are subject to vesting or forfeiture rights or repurchase by a New PubCo, and there are no outstanding or authorized stock appreciation, dividend equivalent, profit participation or other similar rights issued by New PubCo.

(d)            Complete and correct copies of the Governing Documents of New PubCo and the Merger Subs, as currently in effect, have been made available to the SPAC as of the date hereof, which Governing Documents shall not be modified until immediately prior to the First Effective Time, at which point the modifications provided for in Section 2.7 shall be carried out.

(e)            Prior to the date of the Second Merger, each of Second Merger Sub and Third Merger Sub shall have made an initial classification election on Internal Revenue Service Form 8832 pursuant to Treasury Regulations Section 301.7701-3(c), effective as of the date of its incorporation, to be disregarded as separate from its owner for U.S. federal income Tax purposes. Third Merger Sub shall also make an entity classification election on Internal Revenue Service Form 8832 pursuant to Treasury Regulations Section 301.7701-3(c), effective as of the date of the Closing Date, to be treated as a corporation for U.S. federal income Tax purposes.

5.2            Capitalization. As of the date of this Agreement: (i) 50,000 shares, par value $1.00 per share, of New PubCo are authorized, and one such share is issued and outstanding; (ii) 50,000 shares, par value $1.00 per share, of First Merger Sub are authorized, and one such share is issued and outstanding; (iii) 50,000 shares, par value $1.00 per share, of Second Merger Sub are authorized, and one such share is issued and outstanding; and (iv) 50,000 shares, par value $1.00 per share, of Third Merger Sub are authorized, and one such share is issued and outstanding.

5.3            Authority Relative to this Agreement. Each of New PubCo and the Merger Subs has the requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions (including the Mergers). The execution and delivery by each of New PubCo and the Merger Subs of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by each of New PubCo and the Merger Subs of the Transactions (including the Mergers) have been duly and validly authorized by all necessary corporate action on the part of such Party, and no other proceedings on the part of such Person are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated thereby. This Agreement and the other Transaction Agreements to which each of New PubCo and the Merger Subs is a party have been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery hereof and thereof by the SPAC Parties and the Company, constitute the legal and binding obligations of such New PubCo and the Merger Subs, as applicable, enforceable against it in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies.

5.4            No Conflict; Required Filings and Consents.

(a)            Neither the execution, delivery nor performance by any of New PubCo or the Merger Subs of this Agreement or the other Transaction Agreements to which it is a party, nor the consummation of the Transactions, shall: (i) conflict with or violate such Party’s Governing Documents; (ii) assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 6.4(b) are duly and timely obtained or made, conflict with or violate any applicable Legal Requirements; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair its rights or alter the rights or obligations of any third party under, or give to any third party any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any of the properties or assets of such Party pursuant to, any Contracts, except, with respect to clauses (ii) and (iii), as would not, individually or in the aggregate, have a (i) material adverse effect on the ability of any of New PubCo or the Merger Subs to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions or (ii) a Company Material Adverse Effect.

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(b)            The execution and delivery by each of New PubCo and the Merger Subs of this Agreement and the other Transaction Agreements to which it is a party does not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except: (i) for the filing of the First Plan of Merger and associated documents, Second Plan of Merger and associated documents and the Third Plan of Merger, in each case in accordance with the Companies Act; (ii) for applicable requirements, if any, of the Securities Act, the Exchange Act, blue sky laws, foreign securities laws and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which such Party is qualified to do business; (iii) for the filing of any notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder; (iv) for the consents, approvals, authorizations and permits described in Schedule 5.4(b) of the Company Disclosure Letter; and (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a (i) material adverse effect on the ability of any such Party to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions or (ii) a Company Material Adverse Effect.

5.5            Compliance; Approvals. Since its incorporation or organization, as applicable, each of New PubCo and the Merger Subs has complied in all material respects with and has not been in violation of any applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business. Since the date of its incorporation or organization, as applicable, to the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to any of New PubCo or the Merger Subs has been pending or threatened. No written or, to the Knowledge of the Company, oral notice of non-compliance with any applicable Legal Requirements has been received by any of New PubCo or the Merger Subs. Each of New PubCo and the Merger Subs is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Approval held by each of New PubCo or the Merger Subs is valid, binding and in full force and effect in all material respects. None of New PubCo or the Merger Subs: (a) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any material term, condition or provision of any such Approval; or (b) has received any notice from a Governmental Entity that has issued any such Approval that it intends to cancel, terminate, modify or not renew any such Approval, except in the case of clauses (a) and (b) as would not individually or in the aggregate, reasonably be expected to have a (i) material adverse effect on the ability of any of New PubCo or the Merger Subs to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions or (ii) a Company Material Adverse Effect.

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5.6            Information Supplied. The information relating to each of New PubCo and the Merger Subs to be supplied by or on behalf of such Party for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement (or any amendment or supplement thereto) will not, on the date of filing or when the Registration Statement and the Proxy Statement is declared effective or the date that it is first mailed to SPAC Shareholders, as applicable, or at the time of the Special Meeting, contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made by any of New PubCo or the Merger Subs with respect to the information that has been or will be supplied by the Company or any SPAC Party in writing specifically for inclusion in the Registration Statement and the Proxy Statement.

5.7            Brokers. None of New PubCo or the Merger Subs has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Transactions.

5.8            Disclaimer of Other Warranties. EACH OF NEW PUBCO, FIRST MERGER SUB, SECOND MERGER SUB AND THIRD MERGER SUB HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, NONE OF THE COMPANY, ANY OF ITS SUBSIDIARIES, ANY SPAC PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO NEW PUBCO, FIRST MERGER SUB, SECOND MERGER SUB AND THIRD MERGER SUB, ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO ANY SUCH PARTY, ANY OF THE GROUP COMPANIES, OR ANY OF THE RESPECTIVE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE. EACH OF NEW PUBCO, FIRST MERGER SUB, SECOND MERGER SUB AND THIRD MERGER SUB HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS.

Article VI
REPRESENTATIONS AND WARRANTIES OF SPAC

Except: (i) as set forth in the letter dated as of the date of this Agreement and delivered by SPAC to the Company on or prior to the date of this Agreement (the “SPAC Disclosure Letter”); and (ii) as disclosed in the SPAC SEC Reports filed or furnished with the SEC (and publicly available) prior to the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports), excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements (it being acknowledged that nothing disclosed in such SPAC SEC Reports will be deemed to modify or qualify the Fundamental Representations of SPAC), SPAC represents and warrants to the Company that each statement contained in this Article V is true and correct as of the date hereof and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date).

6.1            Organization and Qualification.

(a)            SPAC is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of the Cayman Islands.

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(b)            SPAC has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted.

(c)            SPAC is not in violation of any of the provisions of the SPAC Governing Documents in any material respect.

(d)            SPAC is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary other than in such jurisdictions where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to have a SPAC Material Adverse Effect.

6.2            Capitalization.

(a)            As of the date of this Agreement: (i) 5,000,000 preference shares, par value $0.0001 per share, of SPAC (the “SPAC Preferred Shares”) are authorized, and no such shares are issued and outstanding; (ii) 500,000,000 class A ordinary shares, par value $0.0001 per share, of SPAC (“SPAC Class A Ordinary Shares”), are authorized and 18,036,299 such shares are issued and outstanding; (iii) 50,000,000 class B ordinary shares, par value $0.0001 per share, of SPAC (“SPAC Class B Ordinary Shares” and, together with the SPAC Preferred Shares and the SPAC Class A Ordinary Shares, the “SPAC Shares”), are authorized and 4,509,074 such shares are issued and outstanding; (iv) 4,071,507 warrants to purchase one SPAC Class A Ordinary Share (the “Private Placement Warrants”) are outstanding; and (v) 6,012,099 warrants to purchase one SPAC Class A Ordinary Share (the “Public Warrants” and, collectively with the Private Placement Warrants, the “SPAC Warrants”) are outstanding. All outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to, nor have been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. The SPAC Warrants have been validly issued, and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Upon the closing of the transactions contemplated by the Subscription Agreements, SPAC has committed to issue 10,000,000 SPAC Class A Ordinary Shares to the PIPE Investors as of the date hereof.

(b)            Except for the SPAC Warrants, SPAC Class A Ordinary Shares and the Subscription Agreements, there are no outstanding options, warrants, rights, convertible or exchangeable securities, “phantom” stock or share rights, stock or share appreciation rights, stock-based performance units, commitments or Contracts of any kind to which SPAC is a party or by which it is bound obligating SPAC to issue, deliver or sell, or cause to be issued, delivered or sold, additional SPAC Shares or any other shares or other interest or participation in, or any security convertible or exercisable for or exchangeable into, SPAC Shares or any other shares or other interest or participation in SPAC. SPAC has no direct or indirect Subsidiaries or participations in joint ventures or other entities, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated.

(c)            Except as set forth in the SPAC Governing Documents or the Current Registration and Shareholder Rights Agreement or in connection with the Transactions, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings to which SPAC is a party or by which SPAC is bound with respect to any ownership interests of SPAC.

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6.3            Authority Relative to this Agreement. Each SPAC Party has the requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions (including the Mergers). The execution and delivery by each SPAC Party of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by each SPAC Party of the Transactions (including the Mergers) have been duly and validly authorized by all necessary corporate action on the part of such SPAC Party, and no other proceedings on the part of such Person are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated thereby, other than approval of the SPAC Shareholder Matters. This Agreement and the other Transaction Agreements to which each SPAC Party is a party have been duly and validly executed and delivered by such SPAC Party and, assuming the due authorization, execution and delivery hereof and thereof by the Company, constitute the legal and binding obligations of such SPAC Party enforceable against it in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies.

6.4            No Conflict; Required Filings and Consents.

(a)            Subject to the approval by the shareholders of the SPAC Shareholder Matters, neither the execution, delivery nor performance by any SPAC Party of this Agreement or the other Transaction Agreements to which it is a party, nor the consummation of the Transactions, shall: (i) conflict with or violate such SPAC Party’s Governing Documents; (ii) assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 6.4(b) are duly and timely obtained or made, conflict with or violate any applicable Legal Requirements; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair its rights or alter the rights or obligations of any third party under, or give to any third party any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any of the properties or assets of such SPAC Party pursuant to, any Contracts, except, with respect to clauses (ii) and (iii), as would not, individually or in the aggregate, have a (i) material adverse effect on the ability of any SPAC Party to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions or (ii) a SPAC Material Adverse Effect.

(b)            The execution and delivery by each SPAC Party of this Agreement and the other Transaction Agreements to which it is a party does not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except: (i) for the filing of the First Plan of Merger and associated documents and Second Plan of Merger and associated documents in accordance with the Companies Act; (ii) for applicable requirements, if any, of the Securities Act, the Exchange Act, blue sky laws, foreign securities laws and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which such SPAC Party is qualified to do business; (iii) for the filing of any notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder; (iv) for the consents, approvals, authorizations and permits described in Schedule 6.4(b)of the SPAC Disclosure Letter; and (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a (i) material adverse effect on the ability of any SPAC Party to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions or (ii) a SPAC Material Adverse Effect.

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6.5            Compliance; Approvals. Since its incorporation or organization, as applicable, each SPAC Party has complied in all material respects with and has not been in violation of any applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business. Since the date of its incorporation or organization, as applicable, to the Knowledge of SPAC, no investigation or review by any Governmental Entity with respect to any SPAC Party has been pending or threatened. No written or, to the Knowledge of SPAC, oral notice of non-compliance with any applicable Legal Requirements has been received by any SPAC Party. Each SPAC Party is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a SPAC Material Adverse Effect. Each Approval held by each SPAC Party is valid, binding and in full force and effect in all material respects. No SPAC Party: (a) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any material term, condition or provision of any such Approval; or (b) has received any notice from a Governmental Entity that has issued any such Approval that it intends to cancel, terminate, modify or not renew any such Approval, except in the case of clauses (a) and (b) as would not individually or in the aggregate, reasonably be expected to have a (i) material adverse effect on the ability of any SPAC Party to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions or (ii) a SPAC Material Adverse Effect.

6.6            SPAC SEC Reports and Financial Statements.

(a)            SPAC has timely filed all forms, reports, schedules, statements and other documents required to be filed or furnished by SPAC with the SEC under the Exchange Act or the Securities Act since SPAC’s incorporation to the date of this Agreement, together with any amendments, restatements or supplements thereto (all of the foregoing filed prior to the date of this Agreement, the “SPAC SEC Reports”), and will have timely filed all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the “Additional SPAC SEC Reports”). All SPAC SEC Reports, Additional SPAC SEC Reports, any correspondence from or to the SEC (other than such correspondence in connection with the initial public offering of New PubCo) and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 906) of the Sarbanes-Oxley Act with respect to any of the foregoing (collectively, the “Certifications”) are available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (EDGAR) in full without redaction. SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by SPAC with the SEC and are currently in effect. The SPAC SEC Reports complied, and the Additional SPAC SEC Reports will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations thereunder. The SPAC SEC Reports did not at the time they were filed, and the Additional SPAC SEC Reports will not at the time they are filed, as the case may be, with the SEC contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Certifications are each true and correct in all material respects. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any SPAC SEC Reports. To the Knowledge of SPAC, none of the SPAC SEC Reports filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement. SPAC maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Each director and executive officer of SPAC has filed with the SEC on a timely basis all statements required with respect to SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 6.6, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC or the NASDAQ, so long as copies thereof are publicly available.

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(b)            The financial statements and notes of SPAC contained or incorporated by reference in the SPAC SEC Reports fairly present, and the financial statements and notes of SPAC to be contained in or to be incorporated by reference in the Additional SPAC SEC Reports will fairly present, in all material respects the financial condition and the results of operations, changes in shareholders’ equity and cash flows of SPAC as at the respective dates of, and for the periods referred to in, such financial statements, all prepared from the books and records of SPAC and in accordance with: (i) U.S. GAAP; and (ii) Regulation S-X and Regulation S-K, in each case, applied on a consistent basis throughout the periods involved, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports.

6.7            Absence of Certain Changes or Events. Except as set forth in SPAC SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, since the incorporation of SPAC, there has not been: (a) any SPAC Material Adverse Effect; (b) any material adverse effect on the ability of any SPAC Party to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions; or (c) any action taken or agreed upon by SPAC that would be prohibited by Section 7.2 if such action were taken on or after the date hereof without the consent of the Company.

6.8            Litigation. Except as would not, individually or in the aggregate, reasonably be expected to have a (i) material adverse effect on the ability of any SPAC Party to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions or (ii) a SPAC Material Adverse Effect, there is: (a) no pending or, to the Knowledge of any SPAC Party, threatened Legal Proceeding against any SPAC Party or any of its properties or assets, or any of the directors, managers or officers of any SPAC Party with regard to their actions as such, and, to the Knowledge of SPAC, no facts exist that would reasonably be expected to form the basis for any such Legal Proceeding; (b) other than with respect to audits, examinations or investigations in the ordinary course of business conducted by a Governmental Entity, no pending or, to the Knowledge of SPAC, threatened audit or examination by any Governmental Entity against any SPAC Party or any of its properties or assets, or any of the directors, managers or officers of any SPAC Party with regard to their actions as such, and, to the Knowledge of SPAC, no facts exist that would reasonably be expected to form the basis for any such audit or examination; (c) no pending or threatened Legal Proceeding by any SPAC Party against any third party; (d) no settlement or similar agreement that imposes any material ongoing obligation or restriction on any SPAC Party; and (e) no Order imposed or, to the Knowledge of SPAC, threatened in writing to be imposed upon any SPAC Party or any of its respective properties or assets, or any of the directors, managers or officers of any SPAC Party with regard to their actions as such.

6.9            Business Activities.

(a)            Since its incorporation, SPAC has not conducted any business activities other than activities: (i) in connection with its organization; (ii) in connection with its initial public offering; and (iii) directed toward the accomplishment of a business combination. Except as set forth in the SPAC Governing Documents, there is no Contract or Order binding upon SPAC or to which it is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of it, any acquisition of property by it or the conduct of business by it as currently conducted or as currently contemplated to be conducted (including, in each case, as of the Closing).

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(b)            Except for the Transactions, the SPAC Parties do not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby, the SPAC Parties have no material interests, rights, obligations or liabilities with respect to, and are not party to, bound by or have their assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a business combination.

6.10          SPAC Material Contracts.

(a)            Schedule 6.10 of the SPAC Disclosure Letter sets forth a true, correct and complete list of (i) each “material contract” (as such term is defined in Regulation S-K) to which any SPAC Party is party (the “SPAC Material Contracts”), other than any such SPAC Material Contract that is listed as an exhibit to SPAC’s Registration Statement on Form S-1 (File No. 333-253325).

(b)            True, correct and complete copies of the SPAC Material Contracts have been delivered to or made available to the Company or its Representatives. Except for each SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date and except as would not reasonably be expected to, individually or in the aggregate, have a SPAC Material Adverse Effect, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the SPAC Parties and, to the Knowledge of the SPAC Parties, represent the legal, valid and binding obligations of the other parties thereto, and, to the Knowledge of the SPAC Parties, are enforceable by the SPAC Parties to the extent a party thereto in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies, and (ii) none of the SPAC Parties or, to the Knowledge of the SPAC Parties, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract.

6.11          SPAC Listing. The SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Market (“NASDAQ”) under the symbol “TPBAU”. The SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NASDAQ under the symbol “TPBA”. The SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NASDAQ under the symbol “TPBAW”. There is no action or proceeding pending or, to the Knowledge of SPAC, threatened in writing against SPAC by the NASDAQ or the SEC with respect to any intention by such entity to deregister the SPAC Units, the SPAC Class A Ordinary Shares or SPAC Warrants or to terminate the listing of SPAC on the NASDAQ. None of SPAC or any of its Affiliates has taken any action in an attempt to terminate the registration of the SPAC Units, the SPAC Class A Ordinary Shares or SPAC Warrants under the Exchange Act.

6.12          PIPE Investment Amount.

(a)            SPAC has delivered to the Company true, correct and complete copies of each Subscription Agreement (including any amendments, side letters or other supplements thereto) entered into on or prior to the date hereof, pursuant to which the PIPE Investors have committed to provide the PIPE Investment.

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(b)            SPAC Cash, prior to or at the Closing, will be sufficient to enable SPAC and New PubCo to pay all cash amounts required to be paid by SPAC and New PubCo pursuant to this Agreement prior to or at the Closing. As of the date hereof, the Subscription Agreements are, and as of the First Effective Time, the Subscription Agreements will be, in full force and effect, and none of the Subscription Agreements have been withdrawn or terminated, or otherwise amended or modified, in any respect, and no such withdrawal, termination, amendment or modification is contemplated by SPAC or New PubCo. As of the date hereof, each Subscription Agreement is, and as of the First Effective Time, each Subscription Agreement will be, a legal, valid and binding obligation of SPAC and New PubCo and, to SPAC’s Knowledge, each PIPE Investor, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Other than as expressly contemplated by or referred to in the Subscription Agreements, there are no other agreements, side letters or arrangements between SPAC, New PubCo and/or any PIPE Investor relating to any Subscription Agreement that could affect the obligation of the PIPE Investors to contribute to New PubCo the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the date hereof, SPAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to SPAC and New PubCo, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of SPAC or New PubCo under any material term or condition of any Subscription Agreement and, as of the date hereof, neither SPAC nor New PubCo has any reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to SPAC the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No fees, consideration or other discounts are payable or have been agreed by the SPAC Parties or any of their Affiliates to any PIPE Investor in respect of its investment or, except as set forth in the Subscription Agreements.

6.13          Trust Account.

(a)            As of the date of this Agreement, SPAC has at least $180,362,990 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Account Agreement (the “Trust Agreement”) dated August 13, 2021, by and between SPAC and Continental Stock Transfer and Trust Company (“Continental Trust”), for the benefit of its public shareholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of SPAC under this Agreement are not subject to any conditions regarding SPAC’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the Transactions.

(b)            The Trust Agreement has not been amended or modified and, to the Knowledge of SPAC with respect to Continental Trust, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder, and there does not exist under the Trust Agreement any event that, with the giving of notice or the lapse of time, would constitute such a breach or default by SPAC or, to the Knowledge of SPAC, Continental Trust. There are no separate Contracts, side letters or other written understandings: (i) between SPAC and Continental Trust that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of SPAC, that would entitle any Person (other than SPAC Shareholders holding SPAC Shares sold in SPAC’s initial public offering who shall have elected to redeem their SPAC Shares pursuant to the SPAC Governing Documents or the underwriters of the initial public offering with respect to any deferred underwriting compensation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except: (A) to pay income and franchise taxes from any interest income earned in the Trust Account; and (B) to redeem SPAC Shares in accordance with the provisions of the SPAC Governing Documents. There are no Legal Proceedings pending or, to the Knowledge of SPAC, threatened in writing with respect to the Trust Account. As of the date of this Agreement, assuming the accuracy of the representations and warranties contained in Article III and the compliance by the Company with its obligations hereunder, SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to SPAC on the Closing Date.

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6.14          Taxes.

(a)            All income and other material Tax Returns required to be filed by or on behalf of any SPAC Party have been duly and timely filed with the appropriate Governmental Entity (taking into account any valid extension) and all such Tax Returns are true, correct and complete in all material respects. All income and other material amounts of Taxes due and payable by each SPAC Party (whether or not shown on any Tax Return) have been fully and timely paid, except with respect to matters being contested in good faith by appropriate proceeding and with respect to which adequate reserves have been made in accordance with IFRS.

(b)            Each SPAC Party has complied in all material respects with all applicable Legal Requirements related to the withholding and remittance of all material amounts of Tax and withheld and paid all material amounts of Taxes required to have been withheld and paid to the appropriate Governmental Entity.

(c)            No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental Entity in writing (nor to the Knowledge of SPAC is there any) against any SPAC Party which has not been paid, resolved, settled or withdrawn in full or that is being contested in good faith through appropriate proceedings.

(d)            No material Tax audit or other examination of any SPAC Party by any Governmental Entity is presently in progress, nor has any SPAC Party been notified in writing of (nor to the Knowledge of SPAC is there any) any request or threat for such an audit or other examination.

(e)            There are no Liens for Taxes (other than Permitted Liens) upon any of the assets of any SPAC Party.

(f)             No SPAC Party has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on SPAC’s financial statements, other than any liability for unpaid Taxes that has been incurred since the end of the most recent fiscal year in connection with the operation of the business of the SPAC Parties in the ordinary course of business.

(g)            No SPAC Party (i) has any liability for the Taxes of another Person pursuant to Treasury Regulations Section 1.1502-6 (or any analogous or similar provision of state, local or non-U.S. Legal Requirements) or as a transferee or a successor or by Contract (other than pursuant to commercial agreements entered into in the ordinary course of business and the principal purpose of which is not related to Taxes); (ii) is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement (excluding commercial agreements entered into in the ordinary course of business and the principal purposes of which is not related to Taxes); and (iii) has, since the Reference Date, ever been a member of a group filing income Tax Returns on an affiliated, consolidated, combined or unitary basis.

(h)            No SPAC Party has: (i) consented to extend the time in which any material amount of Tax may be assessed or collected by any Governmental Entity (other than ordinary course extensions of time to file Tax Returns), which extension is still in effect; or (ii) entered into or been a party to any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code.

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(i)             To the Knowledge of SPAC, SPAC does not have, and has not had, a permanent establishment in any country other than the country of its organization, or is, or has been, subject to income Tax in a jurisdiction outside the country of its organization, in each case where it is required to file a material income Tax Return and does not file such a Tax Return.

(j)             To the Knowledge of SPAC, SPAC is registered for the purposes of sales Tax, use Tax, Transfer Taxes, value added Taxes or any similar Tax in all jurisdictions where it is required by Legal Requirements to be so registered, in each case, in all material respects, and has complied in all material respects with all Legal Requirements relating to such Taxes.

(k)            SPAC will not be required to include any material item of income in, or exclude any material item or deduction from, taxable income for any taxable period beginning after the Closing Date or, in the case of any taxable period beginning on or before and ending after the Closing Date, the portion of such period beginning after the Closing Date, as a result of: (i) an installment sale or open transaction disposition that occurred on or prior to the Closing Date; (ii) any change in method of accounting on or prior to the Closing Date, including by reason of the application of Section 481 of the Code (or any analogous or similar provision of state, local or non-U.S. Legal Requirements); (iii) any prepaid amount received or deferred revenue recognized on or prior to the Closing Date, other than in respect of such amounts reflected in the balance sheets included in SPAC’s financial statements, or received in the ordinary course of business since the date of the most recent balance sheet included in SPAC’s financial statements; or (iv) any closing agreement pursuant to Section 7121 of the Code or any analogous or similar provision of state, local or non-U.S. Legal Requirements.

(l)             No claim has been made in writing (nor to SPAC’s Knowledge has any claim been made) by any Governmental Entity in a jurisdiction in which SPAC does not file Tax Returns that SPAC is or may be subject to Tax by, or required to file Tax Returns in, that jurisdiction.

(m)           None of the SPAC Parties has taken any action, or are aware of any fact or circumstance, that would reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

6.15          Information Supplied. The information relating to the SPAC Parties to be supplied by or on behalf of SPAC for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement (or any amendment or supplement thereto) will not, on the date of filing or when the Registration Statement and the Proxy Statement is declared effective or the date that it is first mailed to SPAC Shareholders, as applicable, or at the time of the Special Meeting, contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made by SPAC with respect to the information that has been or will be supplied by the Company in writing specifically for inclusion in the Registration Statement and the Proxy Statement.

6.16          Employees; Benefit Plans. Other than any former officers or as described in the SPAC SEC Reports, SPAC has never had any employees. Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf in an aggregate amount not in excess of the amount of cash held by SPAC outside of the Trust Account, SPAC has no unsatisfied material liability with respect to any employee. SPAC does not currently maintain or have any direct liability under any employee benefit plan, and neither the execution and delivery of this Agreement or the other Transaction Agreements nor the consummation of the Transactions will: (a) result in any payment (including severance, unemployment compensation, bonus or otherwise) becoming due to any director, officer or employee of SPAC; or (b) result in the acceleration of the time of payment or vesting of any such employee benefits.

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6.17          Board Approval; Shareholder Vote. The SPAC Board (including any required committee or subgroup of the SPAC Board) has, as of the date of this Agreement, unanimously: (a) approved and declared the advisability of this Agreement, the other Transaction Agreements and the consummation of the Transactions; (b) determined that the consummation of the Transactions is in the best interest of SPAC; (c) made the SPAC Recommendation; and (d) directed that this Agreement be submitted to the SPAC Shareholders for their adoption. Other than the approval of the SPAC Shareholder Matters, no other corporate proceedings on the part of SPAC or any other SPAC Party are necessary to approve the consummation of the Transactions.

6.18          Affiliate Transactions. Except as described in the SPAC SEC Reports, no Contract between any SPAC Party, on the one hand, and any of the present or former directors, officers, employees, shareholders, stockholders or warrant holders or Affiliates of SPAC (or an immediate family member of any of the foregoing), on the other hand, will continue in effect following the Closing. Except as set forth in Schedule 6.18 of the SPAC Disclosure Letter, SPAC has not engaged in any transactions with Related Parties that would be required to be disclosed in the Registration Statement.

6.19          Brokers. SPAC does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Transactions.

6.20          Investment Company Act. SPAC is not required to register as an “investment company” under (and within the meaning of) the Investment Company Act.

6.21          JOBS Act. SPAC qualifies as an “emerging growth company” within the meaning of the JOBS Act.

6.22          Disclaimer of Other Warranties. EACH OF THE SPAC PARTIES HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS, NONE OF THE COMPANY, ANY OF ITS SUBSIDIARIES, NEW PUBCO, THE MERGER SUBS, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO ANY SPAC PARTY, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO ANY INSIDER, ANY OF THE GROUP COMPANIES, NEW PUBCO, ANY OF THE MERGER SUBS, OR ANY OF THE RESPECTIVE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE. EACH OF THE SPAC PARTIES HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS. EACH OF THE SPAC PARTIES ACKNOWLEDGES THAT IT HAS CONDUCTED, TO ITS SATISFACTION, AN INDEPENDENT INVESTIGATION AND VERIFICATION OF THE COMPANY, ITS SUBSIDIARIES, NEW PUBCO, THE MERGER SUBS, AND THE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE FOREGOING, AND IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS, EACH OF THE SPAC PARTIES HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY, NEW PUBCO AND THE MERGER SUBS EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS.

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Article VII
CONDUCT PRIOR TO THE CLOSING DATE

7.1            Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Third Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, use its commercially reasonable efforts to carry on its business in the ordinary course (including using commercially reasonable efforts to preserve intact the Company’s present business organization, retain the Company’s current officers and preserve the Company’s relationships with Material Customers and Material Suppliers), except: (w) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as expressly contemplated by this Agreement, the Pre-Closing Restructuring and the other Transaction Agreements; (y) as required by applicable Legal Requirements; or (z) as set forth on Schedule 7.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except: (i) as expressly contemplated by this Agreement, the Pre-Closing Restructuring and the other Transaction Agreements, (ii) as required by applicable Legal Requirements, (iii) as set forth on Schedule 7.1 of the Company Disclosure Letter; (iv) to the extent any of the following (in a transaction or related series of transactions) involves a dollar amount or gives rise to any liability or obligation of the Company in any case that is less than $200,000 and is not otherwise reasonably expected to materially delay or adversely impact the ability of the Company to consummate the Transactions by the Outside Date or (v) as a result of or in connection with COVID-19, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Third Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following:

(a)            except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan by law or collective bargaining agreement: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 25% in the base salary or wage rate of any current employee who has annual base compensation of less than $120,000 in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative); (ii) grant or pay any severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii)  enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards other than in the ordinary course of business (including grants made to new hires); or (vi) hire or terminate any employee whose annual base compensation is $120,000 or more, other than terminations for cause;

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(b)            (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any of the Group Companies (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any of the Group Companies (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable);

(c)            except in the ordinary course of business, or for transactions solely among the Company and the Company Subsidiaries: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any share capital or otherwise, or split, combine or reclassify any share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital, other than any dividends or the making of the distribution that has been approved by the Company Shareholders prior to the date hereof (provided such approval has been made available to SPAC prior to the date of this Agreement) or that is required as a result of a Legal Requirement; (ii) except as disclosed on Schedule 7.1(c) of the Company Disclosure Letter or in connection with the Pre-Closing Restructuring, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company (other than repurchases, redemptions or other acquisitions of equity interests from directors, officers or employees in accordance with the terms of any equity incentive plan or such Person’s employment, grant or subscription agreement, in each case, in accordance with the Company Governing Documents and such plan or agreement, as in effect as of the date of this Agreement or modified after the date of this Agreement in accordance with this Agreement); or (iii) except in connection with, or for the purpose of serving as consideration in, (x) any transaction permitted under Section 7.1(e) or (y) any loan, advance or capital contribution to, or investment in, any Person other than any of the Group Companies that is permitted under Section 7.1(h), grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or capital stock), as applicable, in any Group Company (other than any grants, issuances or sales made to directors, officers or employees in accordance with the terms of any equity incentive plan or such Person’s employment, grant or subscription agreement, in each case, in accordance with the Company Governing Documents and such plan or agreement, as in effect as of the date of this Agreement or modified after the date of this Agreement in accordance with this Agreement, including, without limitations, grants made pursuant to an equity incentive plan in the ordinary course of business (including grants made to new hires));

(d)            amend its Governing Documents other than to provide for grants of equity or equity-based compensation awards to directors and employees in the ordinary course of business;

(e)            except (I) in the ordinary course of business, (II) as part of the Pre-Closing Restructuring or (III) to the extent that any of the following would not require financial statements of the acquired business or Person to be included in the Registration Statement pursuant to Rule 3-05 of Regulation S-X under the Securities Act and, solely in the case of this clause (III), such acquired business or Person is set forth on Schedule 7.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine the Company with a third party; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the equity interest in or all or substantially all of the assets of, or by any other manner, any third-party business or corporation, partnership, association or other business organization or division thereof;

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(f)             voluntarily dispose of or amend any Company Real Property Lease other than in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, considered as a whole;

(g)            other than with respect to the Company Real Property Leases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of material assets or properties, other than in the ordinary course of business or pursuant to Contracts existing on the date hereof;

(h)            except as required as part of the Pre-Closing Restructuring or approved by the Company Board prior to the date of this Agreement (provided such approval has been made available to SPAC prior to the date of this Agreement), (i) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, other than (w) in connection with any transaction permitted under Section 7.1(e), (x) with respect to the Persons listed in Schedule 7.1(h) of the Company Disclosure Letter, (y) any loans, advances, capital contributions, or investments that are no greater than $5,000,000, or (z) advances for business expenses to employees and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $20,000,000 other than (w) in connection with any transaction permitted under Section 7.1(e), (x) guarantees of any Indebtedness of any Company Subsidiaries, (y) guarantees by the Company Subsidiaries of the Indebtedness of the Company, or (z) Indebtedness incurred under credit facilities existing on the date hereof; (iii) except in the ordinary course of business, create any Liens on any material property or material assets of any of the Group Companies in connection with any Indebtedness thereof (other than Permitted Liens); or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies other than (x) ordinary course compromises of amounts owed to the Group Companies by their respective customers or (y) in connection with any transaction permitted under Section 7.1(e);

(i)             compromise, settle or agree to settle any Legal Proceeding (i) involving payments by any Group Company of $200,000 or more, or (ii) that imposes any non-monetary obligations on a Group Company (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;

(j)             except in the ordinary course of business, as would not reasonably be expected to be material to the Group Companies, individually or in the aggregate, or as would not generate an expense to the Company or its subsidiaries greater than $250,000: (i) modify or amend, in a manner that is adverse to the applicable Group Company, or terminate any Company Material Contract (other than the repayment of existing Indebtedness); (ii) enter into any Contract that would have been a Company Material Contract, had it been entered into prior to the date of this Agreement; or (iii) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company to any other Group Company);

(k)            except as required by IFRS (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices;

(l)             (i) make, change or revoke any Tax election, (ii) change (or request to change) any material method of accounting for Tax purposes, (iii) settle or compromise any material Tax liability, (iv) file any amended income or other material Tax Return, or (v) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes (other than any valid extension of time to file a Tax Return obtained in the ordinary course of business);

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(m)           authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution or winding up of the Company;

(n)            enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholders, stockholders or other Affiliates (other than Group Companies), other than (i) payments or distributions relating to obligations in respect of arm’s-length commercial transactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, (iii) Employee Benefit Plans, (iv) employment arrangements entered into in the ordinary course or (v) to the extent permitted under Section 7.1(a); or

(o)            agree in writing or otherwise agree or commit to take any of the actions described in Section 7.1(a) through Section 7.1(n).

7.2            Conduct of Business by SPAC. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Third Effective Time, SPAC, and SPAC shall cause each of its Subsidiaries to, use its commercially reasonable efforts to carry on its business in the ordinary course, except: (w) to the extent that the Company shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as expressly contemplated by this Agreement (including as contemplated by the PIPE Investment); (y) as required by applicable Legal Requirements; or (z) as set forth in Schedule 7.2 of the SPAC Disclosure Letter. Without limiting the generality of the foregoing, except (i) as set forth in Schedule 7.2 of the SPAC Disclosure Letter, or (ii) as required by applicable Legal Requirements, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Third Effective Time, SPAC shall not, and SPAC shall cause its Subsidiaries not to, do any of the following:

(a)            declare, set aside or pay dividends on or make any other distributions (whether in cash, shares, stock, equity securities or property) in respect of any share capital or capital stock (or warrant) or split, combine or reclassify any share capital or capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital or capital stock or warrant, or effect any like change in capitalization;

(b)            purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of SPAC or any of its Subsidiaries;

(c)            except as expressly required by the Subscription Agreements, grant, issue, deliver, sell, authorize, pledge, mortgage, charge, assign by way of security or otherwise encumber, or agree to any of the foregoing with respect to, any shares or shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares or shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares or shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares or shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares or shares of capital stock or equity securities or convertible or exchangeable securities;

(d)            amend its Governing Documents;

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(e)            (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances;

(f)             (i) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, enter into any “keep well” or other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the economic effect of any of the foregoing, in each case, (a) in excess of $2,000,000 in the aggregate or (b) except in the ordinary course of business; provided, however, that SPAC shall be permitted to incur Indebtedness in an aggregate amount not to exceed $2,000,000 from its Affiliates and shareholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of SPAC in due course on a non-interest basis and otherwise on terms and conditions no less favorable than arm’s-length and repayable at the Closing;

(g)            except as required by IFRS (or any interpretation thereof) or applicable Legal Requirements, make any change in accounting methods, principles or practices;

(h)            (i) make, change or revoke any Tax election, (ii) change (or request to change) any material method of accounting for Tax purposes, (iii) settle or compromise any material Tax liability, (iv) file any amended income or other material Tax Return, or (v) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes (other than any valid extension of time to file a Tax Return obtained in the ordinary course of business);

(i)             create any Liens on any material property or material assets of SPAC or any of its Subsidiaries;

(j)             liquidate, dissolve, reorganize or otherwise wind up the business or operations of SPAC or any of its Subsidiaries;

(k)            except for Transaction Litigation (as defined herein) as permitted by Section 8.24, commence, settle or compromise any Legal Proceeding material to SPAC or any of its Subsidiaries or their respective properties or assets;

(l)             engage in any material new line of business;

(m)           modify or amend the Trust Agreement or Subscription Agreements or other agreement related to the Trust Account or the PIPE Investment; or

(n)            agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 7.2(a) through Section 7.2(m).

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7.3            Conduct of Business by New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Third Effective Time, New PubCo shall, and the Company and New PubCo shall cause each of its Subsidiaries to use its commercially reasonable efforts to carry on its business in the ordinary course, except: (w) to the extent that the SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as expressly contemplated by this Agreement (including as contemplated by the PIPE Investment); (y) as required by applicable Legal Requirements; or (z) as set forth in Schedule 7.3 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as set forth in Schedule 7.3 of the Company Disclosure Letter, or (ii) as required by applicable Legal Requirements, without the prior written consent of the SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Third Effective Time, New PubCo shall not, and the Company and New PubCo shall cause its Subsidiaries not to, do any of the following:

(a)            declare, set aside or pay dividends on or make any other distributions (whether in cash, shares, stock, equity securities or property) in respect of any share capital or capital stock (or warrant) or split, combine or reclassify any share capital or capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital or capital stock or warrant, or effect any like change in capitalization;

(b)            purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of New PubCo or any of New PubCo’s Subsidiaries;

(c)            except as expressly required by the Subscription Agreements, grant, issue, deliver, sell, authorize, pledge, mortgage, charge, assign by way of security or otherwise encumber, or agree to any of the foregoing with respect to, any shares or shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares or shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares or shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares or shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares or shares of capital stock or equity securities or convertible or exchangeable securities;

(d)            amend its Governing Documents;

(e)            (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances;

(f)             (i) incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, enter into any “keep well” or other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the economic effect of any of the foregoing;

(g)            except as required by IFRS (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any change in accounting methods, principles or practices; (i) make, change or revoke any Tax election, (ii) change (or request to change) any material method of accounting for Tax purposes, (iii) settle or compromise any material Tax liability, (iv) file any amended income or other material Tax Return, or (v) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes (other than any valid extension of time to file a Tax Return obtained in the ordinary course of business);

(h)            create any Liens on any material property or material assets of New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub;

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(i)             liquidate, dissolve, reorganize or otherwise wind up the business or operations of New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub;

(j)             commence, settle or compromise any Legal Proceeding material to New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub or their respective properties or assets;

(k)            engage in any material new line of business;

(l)             modify or amend the Subscription Agreements or other agreement related to the PIPE Investment; or

(m)           agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 7.2(a) through Section 7.2(m).

Article VIII
ADDITIONAL AGREEMENTS

8.1            Proxy Statement; Special Meeting.

(a)            Proxy Statement.

(i)             As promptly as practicable following the execution and delivery of this Agreement, the Company shall cause New PubCo to, in accordance with this Section 8.1(a), prepare and file or confidentially submit a registration statement with the SEC (as such filing or confidential submission is amended or supplemented, the “Registration Statement”), including a proxy statement of New PubCo, on Form F-4 (as such filing or confidential submission is amended or supplemented, the “Proxy Statement”), for the purposes of (I) registering under the Securities Act, to the extent permitted by applicable rules and regulations of the SEC, the New PubCo Ordinary Shares to be issued in connection with the transactions contemplated hereby (excluding any New PubCo Ordinary Shares to be issued in connection with SPAC Warrants) (together, the “Registration Shares”), (II) providing SPAC Shareholders with notice of the opportunity to redeem SPAC Class A Ordinary Shares (the “SPAC Shareholder Redemption”), and (III) soliciting proxies from holders of SPAC Class A Ordinary Shares to vote at the Special Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the approval and authorization of the First Plan of Merger and Second Plan of Merger by way of special resolution pursuant to the Companies Act; (3) the issuance of New PubCo Ordinary Shares in connection with Article II; and (4) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “SPAC Shareholder Matters”). Without the prior written consent of the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC Shareholders at the Special Meeting. The Registration Statement and the Proxy Statement will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder.

(ii)            SPAC shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its shareholders of record, as of the record date to be established by the SPAC Board, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”).

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(iii)           Prior to each filing with the SEC, the Company will cause New PubCo to make available to the Company drafts of the Registration Statement and any other documents to be filed with the SEC that relate to the Transactions, both preliminary and final, and any amendment or supplement to the Registration Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. New PubCo shall not file or confidentially submit any such documents with the SEC without the prior written consent of the Company and SPAC (such consent not to be unreasonably withheld, conditioned or delayed). New PubCo will advise the SPAC promptly after it receives notice thereof, of: (A) the time when the Registration Statement has been filed or confidentially submitted; (B) the effectiveness of the Registration Statement; (C) the filing or confidential submission of any supplement or amendment to the Registration Statement; (D) the issuance of any stop order by the SEC; (E) any request by the SEC for amendment of the Registration Statement; (F) any comments from the SEC relating to the Registration Statement and responses thereto; and (G) requests by the SEC for additional information relating to the Registration Statement. New PubCo shall promptly respond to any SEC comments on the Registration Statement and shall use commercially reasonable efforts to have the Registration Statement cleared by the SEC under the Securities Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, New PubCo will make available to the SPAC drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts.

(iv)           If, at any time prior to the Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, New PubCo shall promptly file an amendment or supplement to the Registration Statement containing such information. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform New PubCo of such information, event or circumstance.

(v)            New PubCo or SPAC, as applicable, shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Company agrees to use commercially reasonable efforts to promptly provide New PubCo with all information in its possession concerning the business, management, operations and financial condition of the Company and the Company Subsidiaries, in each case, reasonably requested by New PubCo for inclusion in the Registration Statement. The Company shall cause the officers and employees of the Company and the Company Subsidiaries to be reasonably available to New PubCo and its counsel, auditors and other advisors in connection with the drafting of the Registration Statement and responding in a timely manner to comments on the Registration Statement from the SEC.

(vi)           Any filing fees required in connection with the Registration Statement shall be borne fifty percent (50%) by SPAC and fifty percent (50%) by the Company.

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(b)            SPAC shall, as promptly as practicable following the Proxy Clearance Date, establish a record date (which date shall be mutually agreed with the Company) for, duly call and give notice of, the Special Meeting. SPAC shall convene and hold an extraordinary general meeting of the SPAC Shareholders (the “Special Meeting”), for the purpose of obtaining the approval of the SPAC Shareholder Matters, which meeting shall be held not more than twenty-five (25) Business Days after the date on which SPAC mails the Proxy Statement to its shareholders. SPAC shall use commercially reasonable efforts to obtain the approval of the SPAC Shareholder Matters at the Special Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Legal Requirements for the purpose of seeking the approval of the SPAC Shareholder Matters. Subject to the proviso in the immediately following sentence, SPAC shall include the SPAC Recommendation in the Proxy Statement. The SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Recommendation (a “Change in Recommendation”); provided, however, that the SPAC Board may make a Change in Recommendation if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by the SPAC Board of its fiduciary obligations to SPAC under applicable Legal Requirements. SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Shareholder Matters shall not be affected by any Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its shareholders the matters contemplated by the Proxy Statement as contemplated by this Section 8.1(b), regardless of whether or not there shall have occurred any Change in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the Special Meeting: (i) to ensure that any supplement or amendment to the Registration Statement that the SPAC Board has determined in good faith is required by applicable Legal Requirements is disclosed to the SPAC Shareholders and for such supplement or amendment to be promptly disseminated to SPAC’s shareholders prior to the Special Meeting to the extent required by applicable Legal Requirements; (ii) if, as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient SPAC Class A Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting; (iii) to seek withdrawals of redemption requests from the SPAC Shareholders if SPAC reasonably expects the Aggregate SPAC Shareholder Redemption Payments Amount would cause the condition in Section 9.1(h) to not be satisfied at the Closing; or (iv) in order to solicit additional proxies from shareholders for purposes of obtaining approval of the SPAC Shareholder Matters; provided, that in the event of a postponement or adjournment pursuant to clauses (i) or (ii), the Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved; provided, further, that in no event shall the Special Meeting be postponed or adjourned to a date that is either (x) greater than 20 Business Days following the initial date for the Special Meeting or (y) later than the Outside Date.

8.2            Certain Regulatory Matters.

(a)            As promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement, New PubCo and the Company shall each prepare and file any required notifications or filings under any applicable Antitrust Laws or other applicable Legal Requirements in connection with the Transactions. The Parties shall promptly and in good faith respond to all information requested of it by a Governmental Entity in connection with any such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, each Party shall: (i) promptly inform the others of any communication to or from a Governmental Entity regarding the Transactions; (ii) permit each other to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (iv) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (v) keep the other reasonably informed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions.

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(b)            Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings under applicable Antitrust Laws, shall be borne fifty percent (50%) by SPAC and fifty percent (50%) by the Company.

8.3            Other Filings; Press Release.

(a)            As promptly as practicable after execution of this Agreement, SPAC will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, the form and substance of which shall be approved in advance in writing the Company.

(b)            Promptly after the execution of this Agreement, SPAC and the Company shall also issue a joint press release announcing the execution of this Agreement.

(c)            SPAC shall prepare a draft Current Report on Form 8-K announcing the results of the Special Meeting and such other information that may be required to be disclosed with respect to the Transactions in any report or form to be filed with the SEC prior to Closing (“Special Meeting Form 8-K”), the form and substance of which shall be approved in advance in writing by the Company.

(d)            New PubCo shall prepare a draft Current Report on Form 6-K announcing the Closing pursuant to applicable Legal Requirements (the “Closing Form 6-K”), the form and substance of which shall be approved in advance in writing by the SPAC. As soon as practicable following the Closing, New PubCo shall file the Closing Form 6-K with the SEC.

(e)            Prior to Closing, SPAC and the Company shall prepare a joint press release announcing the consummation of the Transactions hereunder (“Closing Press Release”). Substantially concurrently with the Closing, SPAC shall issue the Closing Press Release.

8.4            Confidentiality; Communications Plan; Access to Information.

(a)            The Confidentiality Agreement, and the terms thereof, are hereby incorporated herein by reference to the extent not inconsistent with terms of this Agreement. Following Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Beginning on the date hereof and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company, New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub, on the one hand, or SPAC, on the other hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other Party; (v) outside legal counsel determines disclosure is required by applicable Legal Requirement or stock exchange rule; or (vi) prior to the Closing, disclosure consented to in writing by SPAC (in the case of the Company, New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub) or the Company (in the case of SPAC).

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(b)            SPAC and the Company shall reasonably cooperate to create and implement a communications plan regarding the Transactions promptly following the date hereof. Notwithstanding the foregoing, none of the Parties or any of their respective Affiliates will make any public announcement or issue any public communication regarding this Agreement, the other Transaction Agreements or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by a SPAC Party, or SPAC, in the case of a public announcement by the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other communication is required by applicable Legal Requirements, in which case, other than, in the case of the Company, routine disclosures to Governmental Entities made by the Company in the ordinary course of business, the disclosing Party first shall allow such other Parties to review, to the extent reasonably practicable, such public announcement or public communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company, SPAC and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; provided that such activities are permitted pursuant to the Transaction Agreements; (iii) in the case of the Group Companies, (x) internal announcements to employees of the Group Companies or (y) communications to banks, customers or suppliers of the Group Companies as the Company determines to be reasonably appropriate (such determination to be made by the Company in good faith); (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 8.3 or this Section 8.4(b); and (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement; provided that, for the avoidance of doubt, this sentence shall not limit communications by any Group Company or any of its Affiliates that are not widely disseminated.

(c)            The Company will afford SPAC and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Group Companies during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Group Companies, as SPAC may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of such Group Companies. SPAC will afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of SPAC during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of SPAC, as the Company may reasonably request in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of SPAC. Notwithstanding anything to the contrary, the Parties shall not be required to take any action, provide any access or furnish any information that such Party in good faith reasonably believes would be reasonably likely to (i) cause or constitute a waiver of the attorney-client or other privilege or, (ii) violate any Contract to which such Party is a party or bound, provided, that the Parties agree to cooperate in good faith to make alternative arrangements to allow for such access or furnishings in a manner that does not result in the events set out in clauses (i) and (ii).

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8.5            Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Mergers and the other Transactions, including using reasonable best efforts to accomplish the following: (a) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article IX to be satisfied; (b) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings, including registrations, declarations and filings with Governmental Entities, if any, and filings required pursuant to Antitrust Laws and the taking of all commercially reasonable steps as may be necessary to avoid any Legal Proceeding; (c) the obtaining of all consents, approvals or waivers from third parties required as a result of the Transactions, including any other consents referred to on Schedule 8.5(c) of the Company Disclosure Letter; (d) the termination of each agreement set forth on Schedule 8.5(d) of the Company Disclosure Letter; (e) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (f) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. This obligation shall include, on the part of SPAC, sending a termination letter to Continental Trust substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require (i) SPAC to execute any Subscription Agreement or (ii) SPAC or the Company to agree to any divestiture by itself or any of its Affiliates of shares or shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties, shares and capital stock, or the incurrence of any liability or expense.

8.6            No SPAC Securities Transactions. Neither the Company nor any of its Subsidiaries will, directly or indirectly, engage in any transactions involving the securities of SPAC prior to the time of the making of a public announcement regarding all of the material terms of the business and operations of the Company and the Transactions. The Company shall direct each of its officers and directors to comply with the foregoing requirement.

8.7            No Claim Against Trust Account. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with SPAC; provided, that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate the SPAC Shareholder Redemption), or for Intentional Fraud in the making of the representations and warranties in Article V; and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against SPAC’s assets or funds that are not held in the Trust Account.

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8.8            Disclosure of Certain Matters. Each of SPAC, New PubCo, First Merger Sub, Second Merger Sub, Third Merger Sub and the Company will promptly provide the other Parties with prompt written notice of: (a) any event, development or condition of which it obtains Knowledge that: (i) is reasonably likely to cause any of the conditions set forth in Article IX not to be satisfied; or (ii) would require any amendment or supplement to the Registration Statement; or (b) the receipt of notice from any Person alleging that the consent of such Person may be required in connection with the Transactions.

8.9            Securities Listing. New PubCo shall, and SPAC and the Company will each use commercially reasonable efforts to cause New PubCo to, cause the Registration Shares issued in connection with the Transactions to be approved for listing on the NASDAQ (or other public stock market or exchange in the United States as may be agreed by the Company and SPAC) at the Closing.

8.10          No Solicitation.

(a)            During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, the Company shall not, and shall cause its Subsidiaries not to, and shall direct its shareholders, stockholders, employees, agents, officers, directors, managers, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly, other than as contemplated by this Agreement: (i) solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any Person (other than any SPAC Party and its agents, representatives, advisors) concerning any merger, consolidation, sale of a substantial portion of the ownership interests and/or assets of the Company, recapitalization of the Company or similar transaction involving the Company (each, a “Company Business Combination”); (ii) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to occur prior to the earlier of (A) the Closing and (B) the Outside Date lead to a Company Business Combination; or (iii) commence, continue or renew any due diligence investigation regarding a Company Business Combination. The Company shall, and shall cause its Subsidiaries to, and shall cause their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person with respect to any Company Business Combination.

(b)            During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, SPAC shall not, and shall cause the SPAC Sponsor not to, and shall direct its Representatives not to, directly or indirectly: (i) solicit, initiate, enter into or continue discussions or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any Person (other than the Company and their respective Representatives) concerning any merger, consolidation, purchase of ownership interests or assets of or by a SPAC Party, recapitalization or similar business combination transaction (each, a “SPAC Business Combination”); (ii) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a SPAC Business Combination; or (iii) commence, continue or renew any due diligence investigation regarding a SPAC Business Combination. SPAC shall, and shall cause its Representatives to, immediately cease any and all existing discussions or negotiations with any Person with respect to any SPAC Business Combination.

(c)            Each Party shall promptly (and in no event later than twenty-four (24) hours after becoming aware of such inquiry, proposal, offer or submission) notify the other Parties if it or, to its Knowledge, any of its or its Representatives receives any inquiry, proposal, offer or submission with respect to a Company Business Combination or SPAC Business Combination, as applicable (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement. If either Party or its Representatives receives an inquiry, proposal, offer or submission with respect to a Company Business Combination or SPAC Business Combination, as applicable, such Party shall provide the other Parties with a copy of such inquiry, proposal, offer or submission. Notwithstanding anything to the contrary, any Party may respond to any unsolicited proposal regarding a Company Business Combination or SPAC Business Combination by stating only that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning a Company Business Combination or SPAC Business Combination, as applicable.

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8.11          Trust Account. Upon satisfaction or waiver of the conditions set forth in Article IX and provision of notice thereof to Continental Trust (which notice SPAC shall provide to Continental Trust in accordance with the terms of the Trust Agreement): (a) in accordance with and pursuant to the Trust Agreement, at the Closing, SPAC: (i) shall cause the documents, opinions and notices required to be delivered to Continental Trust pursuant to the Trust Agreement to be so delivered, including providing Continental Trust with the Trust Termination Letter; and (ii) shall use commercially reasonable efforts to cause Continental Trust to, and Continental Trust shall thereupon be obligated to, distribute the Trust Account as directed in the Trust Termination Letter, including all amounts payable: (A) to shareholders who properly elect to have their SPAC Class A Ordinary Shares redeemed for cash in accordance with the provisions of the SPAC Governing Documents; (B) for income tax or franchise tax obligations of SPAC prior to Closing; (C) to the underwriters of the initial public offering with respect to any deferred underwriting compensation; (D) for any transaction costs of SPAC to the extent SPAC elects to pay these prior to Closing; and (E) as repayment of loans and reimbursement of expenses to directors, officers and shareholders of SPAC; and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

8.12          Director and Officer Matters.

(a)            Group Companies.

(i)            New PubCo agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of any Group Company (each, together with such person’s heirs, executors or administrators, a “Company D&O Indemnified Party”), as provided in their respective Governing Documents, shall survive the Closing and shall continue in full force and effect. For a period of six (6) years following the Closing Date, New PubCo shall cause the Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Governing Documents as in effect immediately prior to the Closing Date, and New PubCo shall, and shall cause the Group Companies to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Company D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim.

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(ii)            Prior to the Closing, the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “Company D&O Tail”) or alternatively an annual ongoing directors’ and officers’ liability insurance, in each case, in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of a Group Company currently covered by the Company’s and its Affiliates’ directors’ and officers’ liability insurance policies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement or as commercially practicable under market conditions at such time; provided that the Company shall not be required to pay a premium for such “tail” policy or policies in excess of three hundred percent (300%) of the most recent premium paid by the Company prior to the date of this Agreement and, if the requisite coverage set forth herein is not available for such a premium, the Company shall purchase the maximum coverage available for three hundred percent (300%) of the most recent premium paid by the Company prior to the date of this Agreement. The Company D&O Tail shall be maintained for the six (6)-year period following the Closing. New PubCo shall, and shall cause the Company Surviving Sub to, maintain the Company D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Group Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.12(a)(ii).

(iii)            The rights of each Company D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the Governing Documents of any Group Company, any other indemnification arrangement, any Legal Requirement or otherwise. The obligations of New PubCo and the Group Companies under this Section 8.12(a) shall not be terminated or modified in such a manner as to adversely affect any Company D&O Indemnified Party without the consent of such Company D&O Indemnified Party. The provisions of this Section 8.12(a) shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the Company D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.12(a).

(iv)            If New PubCo or, after the Closing, any Group Company, or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of New PubCo or such Group Company, as applicable, assume the obligations set forth in this Section 8.12(a).

(b)            SPAC.

(i)            New PubCo agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of SPAC (each, together with such person’s heirs, executors or administrators, a “SPAC D&O Indemnified Party”), as provided in its Governing Documents, shall survive the Closing and shall continue in full force and effect. For a period of six (6) years from the Closing Date, New PubCo shall cause SPAC to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the SPAC Governing Documents as in effect immediately prior to the Closing Date, and New PubCo shall, and shall cause SPAC to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any SPAC D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim.

(ii)            Prior to the Closing, SPAC shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “SPAC D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC currently covered by SPAC and its Affiliates’ directors’ and officers’ liability insurance policies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six (6)-year period following the Closing; provided that the SPAC shall not be required to pay a premium for such “tail” policy or policies in excess of three hundred percent (300%) of the most recent premium paid by prior to the date of this Agreement and, if the requisite coverage set forth herein is not available for such a premium, the Company shall purchase the maximum coverage available for three hundred percent (300%) of the most recent premium paid by the Company prior to the date of this Agreement. New PubCo shall, and shall cause the Subsequent SPAC Surviving Sub to, maintain the SPAC D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by SPAC, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.12(b)(ii).

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(iii)            The rights of each SPAC D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the SPAC Governing Documents, any other indemnification arrangement, any Legal Requirement or otherwise. The obligations of New PubCo and SPAC under this Section 8.12(b) shall not be terminated or modified in such a manner as to adversely affect any SPAC D&O Indemnified Party without the consent of such SPAC D&O Indemnified Party. The provisions of this Section 8.12(b) shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the SPAC D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.12(b).

(iv)            If New PubCo or, after the Closing, SPAC, or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of New PubCo or SPAC, as applicable, assume the obligations set forth in this Section 8.12(b).

8.13          Tax Matters.

(a)            The Parties intend that the SPAC Mergers and the Redemption, taken together, the Recapitalization, and the Third Merger will qualify for the Intended Tax Treatment. The Parties (i) shall not take any action that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment and (ii) shall not take any inconsistent position for Tax purposes unless otherwise required by a “determination” within the meaning of Section 1313 of the Code. This Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to each of the SPAC Mergers, the Redemption, the Recapitalization, and the Third Merger within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) and for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations promulgated thereunder.

(b)            None of New PubCo, SPAC and the Group Companies shall take, or knowingly fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair, or impede the Intended Tax Treatment. New PubCo, SPAC and the Company shall reasonably cooperate with each other and their respective tax counsel to document and support the Intended Tax Treatment by taking the actions described on Schedule 8.13 of the Company Disclosure Letter.

(c)            Notwithstanding anything in Section 8.13(a) to the contrary, transfer, documentary, sales, use, stamp, registration, excise, recording, registration, value added and other such similar Taxes (including any penalties and interest) that become payable in connection with or by reason of the execution of this Agreement and the Transactions (collectively, “Transfer Taxes”) shall be borne and paid by the Company. Unless otherwise required by applicable Legal Requirements, New PubCo shall timely file any Tax Return with respect to such Taxes (and the Company, SPAC and New PubCo shall reasonably cooperate with respect thereto as necessary). The Company and SPAC shall reasonably cooperate to reduce or eliminate the amount of any such Transfer Taxes.

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(d)            In the event that the SEC requests or requires a tax opinion regarding the Intended Tax Treatment, (i) the Company shall use reasonable best efforts to cause its advisors to deliver an opinion regarding the tax consequences of the Third Merger, (ii) SPAC shall use reasonable best efforts to cause its advisors to deliver an opinion regarding the tax consequences of the SPAC Mergers and the Redemption, and (iii) the Parties shall use reasonable best efforts to execute and deliver customary tax representation letters to such tax advisors in form and substance reasonable satisfactory to such advisors, in order to permit them to deliver such opinions.

(e)            Upon the written request of a Company Shareholder or a SPAC Shareholder (or any direct or indirect owner thereof) that owns five percent (5%) or more of New PubCo immediately after the Closing (directly or constructively, as determined under applicable Treasury Regulations), New PubCo shall use reasonable best efforts to (i) furnish to such Person such information as such Person reasonably requests in connection with such Person’s preparation of any “gain recognition agreement” in accordance with Treasury Regulations Section 1.367(a)-8, (ii) avoid a “triggering event” (or potential “triggering event”) under the terms of such agreement (if any), and (iii) provide such Person with the information reasonably requested by such Person for purposes of determining whether there has been any “triggering event” (or potential “triggering event”) under the terms of such agreement and, as applicable, information reasonably requested by such Person in connection with such triggering event to make a substitute gain recognition agreement.

(f)             Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, and any Tax audit or other proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision (with the right to make copies) of records and information reasonably relevant to any Tax audit or other proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and making available to SPAC Shareholders information reasonably necessary to compute income of any such SPAC Shareholder (or its direct or indirect owners) arising, if applicable, as a result of SPAC’s status as a PFIC or a “controlled foreign corporation” within the meaning of Section 957(a) of the Code for any taxable period beginning on or prior to the Closing Date, including timely providing (i) a PFIC Annual Information Statement (as described in Treasury Regulations Section 1.1295-1(g)) to enable such Persons to make and maintain a timely and valid “Qualifying Electing Fund” election under Section 1295 of the Code and the Treasury Regulations promulgated thereunder for such taxable period and the following taxable year and (ii) information to enable such Persons to report their allocable share of “subpart F” income under Section 951 of the Code and “global intangible low-taxed income” under Section 951A of the Code for such taxable period.

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8.14          Subscription Agreements. The SPAC Parties shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Subscription Agreements without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). SPAC shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and using its commercially reasonable efforts to: (a) satisfy in all material respects on a timely basis all conditions and covenants applicable to any SPAC Party in the Subscription Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the Subscription Agreements (other than conditions that a SPAC Party or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; and (c) enforce its rights under the Subscription Agreements in the event that all conditions therein (other than conditions that a SPAC Party or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) the relevant SPAC Party the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements at or prior to the Closing (if all conditions set forth in the applicable Subscription Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing and other than conditions that a SPAC Party or any of its Affiliates control the satisfaction of)). Without limiting the generality of the foregoing, SPAC shall give the Company, prompt (and, in any event within three (3) Business Days) written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to a SPAC Party; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; and (iii) if SPAC does not expect the relevant SPAC Party to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors contemplated by the Subscription Agreements. The Parties also acknowledge and agree that, following the execution of this Agreement and prior to the Closing, SPAC and New PubCo may execute additional Subscription Agreements with any Other PIPE Investors in relation to any Other PIPE Investment, and the Parties shall cooperate and negotiate in good faith to enter into Subscription Agreements on commercially reasonable terms with such Other PIPE Investors, but in no event shall such Subscription Agreements with such Other PIPE Investors be entered into, and no negotiations with potential Other PIPE Investors with respect thereto shall be undertaken, without mutual agreement of the Parties.

8.15          Section 16 Matters. Prior to the Effective Times, SPAC shall take all reasonable steps as may be required or permitted to cause any acquisition or disposition of the SPAC Class A Ordinary Shares that occurs or is deemed to occur by reason of or pursuant to the Transactions by each director and officer of SPAC who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SPAC to be exempt under Rule 16b-3 promulgated under the Exchange Act, including by taking steps in accordance with the No-Action Letter, dated January 12, 1999, issued by the SEC regarding such matters.

8.16          Qualification as a Foreign Private Issuer. The Parties shall, at all times during the period from the date hereof until the Third Effective Time: (a) take all requisite action such that, as of the Third Effective Time, New PubCo shall qualify as a “foreign private issuer” pursuant to Rule 3b-4 of the Securities Exchange; and (b) not take any action that would cause New PubCo to not qualify as a “foreign private issuer” pursuant to Rule 3b-4 of the Securities Exchange.

8.17          Qualification as an Emerging Growth Company. The SPAC Parties shall, at all times during the period from the date hereof until the Closing: (a) take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”); and (b) not take any action that would cause the SPAC Parties to not qualify as an “emerging growth company” within the meaning of the JOBS Act.

8.18          New PubCo Board. The Parties shall take all necessary action to cause the board of directors of New PubCo (the “New PubCo Board”) as of immediately following the Closing to consist of seven (7) directors. The initial composition of the New PubCo Board shall be comprised of (a) four (4) individuals to be designated by the Company Shareholders, as specified in Schedule B to this Agreement, and (b) three (3) individuals to be designated by SPAC Sponsor, as specified in Schedule B to this Agreement, in each case of (a) and (b), in accordance with, and subject to, the terms and conditions of the New PubCo Second A&R Charter and Schedule B to this Agreement.

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8.19          New PubCo Equity Plan.

(a)            The Parties shall cooperate to establish an equity incentive plan the (“New PubCo Equity Plan”) for service providers of New PubCo and its subsidiaries, to be approved by the Company and SPAC and effective as of (and contingent on) the Closing. The proposed form of the New PubCo Equity Plan shall be prepared and delivered by the Company to SPAC and shall be mutually agreed (in good faith) by SPAC and the Company prior to the Closing Date. New PubCo shall (i) obtain the approval of the New PubCo Equity Plan from the New PubCo Board and the New PubCo shareholders as of immediately prior to the First Merger, and (ii) immediately upon the effectiveness of a registration statement on Form S-8 registering New PubCo Ordinary Shares under the New PubCo Equity Plan, make grants to eligible individuals in the amounts determined by the New PubCo Board following the Closing. The parties agree that the New PubCo Equity Plan shall initially reserve a number of New PubCo Ordinary Shares not exceeding five percent (5%) of the total number of New PubCo Ordinary Shares outstanding on a fully diluted basis, as of prior to the Closing.

(b)            Notwithstanding anything herein to the contrary, each party acknowledges and agrees that all provisions contained in this Section 8.19 are included for the sole benefit of SPAC and the Company, and that nothing in this Agreement, whether express or implied, (i) shall be construed to establish, amend, or modify any employee benefit plan, program, agreement or arrangement, (ii) shall limit the right of SPAC, the Company or any of their respective Affiliates to amend, terminate or otherwise modify any Employee Benefit Plan or other employee benefit plan, agreement or other arrangement following the Closing or (iii) shall confer upon any Person who is not a party (including any equityholder, any current or former director, manager, officer, employee or independent contractor of the Company, or any participant in any Employee Benefit Plan or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), any right to continued or resumed employment or recall, any right to compensation or benefits, or any third-party beneficiary or other right of any kind or nature whatsoever.

8.20          Interim Financial Statements. From the date hereof until the Proxy Clearance Date, the Company shall furnish to SPAC unaudited consolidated balance sheets of the Company, and statements of income (loss) and cash flows of the Company, for each quarterly period completed after the date hereof no later than forty-five (45) days following the end of each such quarterly period prepared from the books and records of the Group Companies and, in all material respects, in conformity with the Company’s internal managerial accounting practices in the Company’s ordinary course of business.

8.21          SEC Financial Statements.

(a)            The Company shall furnish to SPAC for inclusion in the Proxy Statement and the Registration Statement as soon as reasonably practicable, (A) audited consolidated balance sheets of the Company as of June 30, 2021 and 2020, and the related consolidated statements of income (loss), changes in shareholders’ equity and cash flows of the Company for the fiscal years then ended, audited in accordance with applicable PCAOB auditing standards (collectively, the “PCAOB Audited 2021 and 2020 Financial Statements”), together with their respective auditor’s reports thereon and consent to use such financial statements and reports; and (B) the unaudited consolidated balance sheets of the Company as of March 31, 2022, and statements of income (loss), changes in shareholders’ equity and cash flows of the Company for the nine (9)-month period then ended, reviewed in accordance with PCAOB Accounting Standard 4105 (collectively, the “PCAOB Unaudited Interim Financial Statements”), together with the auditor’s limited review report thereon and consent to use such financial statements and report.

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(b)            Upon delivery of the SEC Financial Statements, the Company shall be deemed to represent that the SEC Financial Statements (i) present fairly, in all material respects, the financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the SEC Unaudited Interim Financial Statements, to normal recurring year-end adjustments (the effect of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect) and the absence of footnotes); (ii) were prepared in conformity with International Financial Reporting Standards applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto); (iii) were prepared from the books and records of the Group Companies; and (iv) comply in all material respects with the applicable auditing and accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act for inclusion in the Proxy Statement and the Registration Statement.

(c)            The Company, SPAC and New PubCo shall each use its reasonable efforts to assist the other in preparing in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement or Proxy Statement and any other filings or confidential submissions to be made by SPAC or New PubCo with the SEC in connection with the Transactions.

8.22          Company Approval. Unless this Agreement has been terminated in accordance with Article X, the Company shall, promptly after the Proxy Clearance Date, establish a record date (which date shall be mutually agreed with the Company) for, duly call and give notice of, an extraordinary general meeting of the Company Shareholders (the “Company Meeting”). The Company shall convene and hold the Company Meeting for the purpose of obtaining the approval of the Company Shareholder Matters, which meeting shall be held not more than ten (10) Business Days after the Proxy Clearance Date. The Company shall use commercially reasonable efforts to obtain the approval of the Company Shareholder Matters at the Company Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Legal Requirements for the purpose of seeking the approval of the Company Shareholder Matters.

8.23          Pre-Closing Restructuring. Prior to the First Effective Time, the Company shall, and shall cause the other applicable Company Subsidiaries to, use reasonable best efforts to effect and carry out in accordance with all applicable Legal Requirements the actions set forth on Schedule A (the “Pre-Closing Restructuring”), which details, among other things, the purchase by the Group Companies of any and all outstanding equity securities of the Company Subsidiaries not otherwise held by the Group Companies as of the date hereof. The Company will provide SPAC with a reasonable advance opportunity to review all documents prepared to effect the Pre-Closing Restructuring, and will consider in good faith any comments provided by SPAC that are consistent with Schedule A and this Section 8.23.

8.24          Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Legal Proceedings (including derivative claims) relating to this Agreement, any Transaction Agreement or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, the SPAC Sponsor or any of their respective Representatives (in their capacity as a Representative of any of the foregoing) or, in the case of the Company, any Group Company or any of their respective Representatives (in their capacity as a Representative of a Group Company). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. SPAC shall not settle or agree to settle any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed); provided that it shall be deemed to be reasonable for the Company to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of the Company, any other Group Company, New PubCo, the Merger Subs and their respective Representative(s) that are the subject of such Transaction Litigation, (B) provides for (x) the payment of any SPAC Cash or of cash any portion of which is payable by the Company, any other Group Company, New PubCo, any Merger Sub or any of their respective Representative(s) thereof or would otherwise constitute a liability of the Company, any other Group Company, New PubCo, any Merger Sub or any of their respective Representative(s) or (y) any non-monetary, injunctive, equitable or similar relief against the Company, any other Group Company, New PubCo, any Merger Sub or any of their respective Representatives or (C) contains an admission of wrongdoing or liability by the Company, any other Group Company, New PubCo, any Merger Sub or any of their respective Representatives.

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8.25          Compliance With Schedule C. The Company hereby agrees and covenants to comply with the terms set forth in Schedule C. The Company further agrees and covenants that, in connection with any transactions contemplated in Schedule C involving a Buy (as defined in Schedule C) by Company Shareholder Manager (a “Buy Transaction”), in the event that any Group Company makes any cash payment in connection with the consummation of such Buy Transaction, the Company shall (x) cause the Company Shareholder Manager to provide the Company with an amount in cash equal to the cash funding required by the relevant Group Company to consummate such Buy Transaction prior to or at the Closing (it being understood that such payment by the Company Shareholder Manager may be aggregated with other Buy Transactions and is not required to be paid in connection with the consummation of a single Buy Transaction, so long as such payment is made prior to or at the Closing), and (y) provide to SPAC at the Closing reasonable supporting documentation of the capitalization of the Company by the Company Shareholder Manager described in the previous clause (x).

Article IX
CONDITIONS TO THE TRANSACTION

9.1            Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the First Effective Time of the following conditions:

(a)            At the Special Meeting (including any adjournments thereof), the SPAC Shareholder Approval shall have been obtained.

(b)            The Company Shareholder Approval shall have been obtained and evidence of the same shall have been delivered to SPAC, and shall remain in full force and effect.

(c)            SPAC shall have at least $5,000,001 of net tangible assets following the exercise by the holders of SPAC Class A Ordinary Shares issued in SPAC’s initial public offering of securities and outstanding immediately before the First Effective Time of their right to redeem their SPAC Class A Ordinary Shares held by them into a pro rata share of the Trust Account in accordance with the SPAC Governing Documents.

(d)            The Parties will have received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the Governmental Entities set forth on Schedule 9.1(d) to this Agreement in connection with the execution, delivery and performance of this Agreement and the Transactions (or any applicable waiting period thereunder shall have expired or been terminated).

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(e)            No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect.

(f)             The New PubCo Ordinary Shares to be issued pursuant to this Agreement shall be approved for listing upon the Closing on the NASDAQ (or any other public stock market or exchange in the United States as may be agreed by the Company and SPAC) subject to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders.

(g)            The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Registration Statement.

(h)            SPAC Cash shall equal or exceed the Minimum Cash Amount.

9.2            Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the First Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

(a)            (i) The Fundamental Representations of SPAC shall be true and correct in all respects (without giving effect to any limitation as to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); (ii) the representations and warranties of SPAC set forth in Section 6.2 and Section 6.7 shall be true and correct in all but de minimis respects (without giving effect to any limitation as to “materiality,” “SPAC Material Adverse Effect” or any similar limitation contained therein) on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); and (iii) all other representations and warranties set forth in Article VI hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contained herein) on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except in the case of this clause (iii), where any failures of such representations and warranties to be so true and correct, individually and in the aggregate, has not had and is not reasonably likely to have a SPAC Material Adverse Effect.

(b)            SPAC shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the First Effective Time in all material respects.

(c)            No SPAC Material Adverse Effect shall have occurred since the date of this Agreement that exists as of the Closing.

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(d)            SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and dated as of the First Effective Time, certifying as to the matters set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c).

(e)            SPAC shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section 8.11, available to SPAC, including for the payments to be made by any SPAC Party under this Agreement at Closing.

9.3            Additional Conditions to the Obligations of SPAC. The obligations of the SPAC Parties to consummate and effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the First Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by SPAC:

(a)            (i) The Fundamental Representations of the Company, New PubCo and the Merger Subs shall be true and correct in all respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); (ii) the representations and warranties of the Company set forth in Section 4.3 and of New PubCo and the Merger Subs set forth in Section 5.2 shall be true and correct in all but de minimis respects (without giving effect to any limitation as to “materiality,” “Company Material Adverse Effect” or any similar limitation contained therein) on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date); (iii) the representations and warranties of the Company set forth in Section 4.9 shall be true and correct in all material respects (without giving effect to any limitation as to “materiality”, “Company Material Adverse Effect” or any similar limitation contained therein) on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), and (iv) all other representations and warranties of the Company set forth in Article IV hereof and all other representations and warranties of New PubCo and the Merger Subs set forth in Article V shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) on and as of the Closing as though made on and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (iv), where any failures of such representations and warranties of the Company to be so true and correct, individually and in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect.

(b)            The Company, New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub shall have performed or complied with all other agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the First Effective Time in all material respects.

(c)            No Company Material Adverse Effect shall have occurred since the date of this Agreement that exists as of the Closing.

(d)            The Company shall have delivered to SPAC a certificate, signed by an authorized representative of the Company and dated as of the First Effective Time, certifying as to the matters set forth in Section 9.3(a), Section 9.3(b) and Section 9.3(c).

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(e)            The Company shall have delivered or shall stand ready to deliver, the A&R Registration Rights Agreement, duly executed by New PubCo.

Article X
TERMINATION

10.1          Termination. This Agreement may be terminated at any time prior to the Closing:

(a)            by mutual written agreement of SPAC and the Company at any time;

(b)            by either SPAC or the Company if the Closing shall not have occurred by March 31, 2023 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(c)            by either SPAC or the Company if a Governmental Entity shall have issued an Order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, including the Mergers, which Order or other action is final and nonappealable;

(d)            by the Company, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement on the part of SPAC, or if any representation or warranty of SPAC shall have become untrue, in either case, such that the conditions set forth in Article IX would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided, that if such breach by SPAC is curable by SPAC prior to the Closing, then the Company must first provide written notice of such breach and may not terminate this Agreement under this Section 10.1(d) until the earlier of: (i) thirty (30) days after delivery of written notice from the Company to SPAC of such breach; and (ii) the Outside Date; provided, further, that SPAC continues to exercise commercially reasonable efforts to cure such breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 10.1(d) if: (A) it shall have materially breached this Agreement and such breach has not been cured; or (B) if such breach by SPAC is cured during such thirty (30)-day period);

(e)            by SPAC, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement on the part of the Company, New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub or if any representation or warranty of the Company, New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub shall have become untrue, in either case such that the conditions set forth in Article IX would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided, that if such breach is curable by the Company, New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub prior to the Closing, then SPAC must first provide written notice of such breach and may not terminate this Agreement under this Section 10.1(e) until the earlier of: (i) thirty (30) days after delivery of written notice from SPAC to the Company of such breach; and (ii) the Outside Date; provided, further, that the Company, New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub, as applicable, continues to exercise commercially reasonable efforts to cure such breach (it being understood that SPAC may not terminate this Agreement pursuant to this Section 10.1(e) if: (A) it shall have materially breached this Agreement and such breach has not been cured; or (B) if such breach by the Company, New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub, as applicable, is cured during such thirty (30)-day period); or

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(f)            by either SPAC or the Company, if, at the Special Meeting (including any adjournments thereof), the SPAC Shareholder Approval is not obtained.

10.2          Notice of Termination; Effect of Termination.

(a)            Any termination of this Agreement under Section 10.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.

(b)            In the event of the termination of this Agreement as provided in Section 10.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 8.4, Section 8.7, this Section 10.2, Section 10.3, Article XII (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or Intentional Fraud.

10.3          Expense Reimbursement. If this Agreement is terminated by the Company or SPAC in accordance with Section 10.1(a), (b), (c), (e) or (f), the Company shall pay to SPAC, within two (2) Business Days after the effectiveness of such termination, an amount equal to $3,500,000 (the “Expense Reimbursement”). If this Agreement is terminated in circumstances in which the Expense Reimbursement is payable in accordance with this Section 10.3, and the Company fails to pay the Expense Reimbursement when due under this Section 10.3 then (i) the Company shall reimburse SPAC for reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by SPAC of its rights under this Section 10.3, and (ii) the Company shall pay to SPAC interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to SPAC in full) at a rate per annum equal to the “prime rate” (as announced by Bank of America or any successor thereto) in effect on the date such overdue amount was originally required to be paid. If this Agreement is terminated in circumstances in which the Expense Reimbursement is payable in accordance with this Section 10.3, and the Company pays the Expense Reimbursement to SPAC in accordance with this Section 10.3, the Expense Reimbursement will be the sole and exclusive remedy of SPAC, the SPAC Sponsor and any of their respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates, and each of their respective successors and assigns (the “SPAC Related Parties”) against any of the Company, New PubCo, the Merger Subs and any of their respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates (the “Company Related Parties”), and the SPAC Related Parties will be deemed to have waived all other remedies in connection with this Agreement, the Transaction Agreements or any of the Transactions (including equitable remedies) with respect to any and all losses, liabilities, damages or expenses suffered or incurred by any of the SPAC Related Parties in connection with this Agreement, the Transaction Agreements or the Transactions, including as a result of any failure of the Closing to be consummated, and any breach by the Company of its obligation to consummate the Transactions or any other covenant, obligation, representation or other provision set forth in this Agreement. The Parties acknowledge and agree that the Expense Reimbursement and the agreements contained in this Section 10.3 is an integral part of the Transactions and that, without these agreements, the Parties would not have entered into this Agreement, and further, that in no event shall the Company be required to pay the Expense Reimbursement on more than one occasion and that the Expense Reimbursement constitutes liquidated damages and not a penalty.

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Article XI
NO SURVIVAL

11.1          No Survival. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law or in equity) with respect thereto shall terminate at the Closing. Notwithstanding the foregoing, neither this Section 11.1 nor anything else in this Agreement to the contrary (including Section 12.14) shall limit: (a) the survival of any covenant or agreement of the Parties which by its terms is required to be performed or complied with in whole or in part after the Closing, which covenants and agreements shall survive the Closing in accordance with their respective terms; or (b) the liability of any Person with respect to Intentional Fraud.

Article XII
GENERAL PROVISIONS

12.1          Notices. All notices and other communications hereunder shall be in writing and shall be deemed given: (a) on the date established by the sender as having been delivered personally; (b) one (1) Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight delivery; (c) on the date delivered, if delivered by email of a pdf document; or (d) on the fifth (5th) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows:

if to SPAC to:

TPB Acquisition Corporation I

1 Letterman Drive, Suite A3-1

San Francisco, CA 94129

Attention: David Friedberg, Chief Executive Officer

Email: [***]

with a copy to (which shall not constitute notice):

Cooley LLP

3 Embarcadero Center

San Francisco, CA 94111-4004

Attention: Garth Osterman

Email: [***]

if to the Company, New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub, to:

Lavoro Agro Limited

Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501

São Paulo—SP, 04548-005, Brazil

Attention: Laurence Beltrão Gomes

Email: [***]

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with a copy to (which shall not constitute notice):

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention: Manuel Garciadiaz

Email: [***]

or to such other address or to the attention of such Person or Persons as the recipient Party has specified by prior written notice to the sending Party (or in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain). If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.

12.2          Interpretation. The words “hereof,” “herein,” “hereinafter,” “hereunder,” and “hereto” and words of similar import refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference to a particular section of this Agreement will include all subsections thereof, unless, in each case, the context otherwise requires. The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall require, any pronoun shall include the corresponding masculine, feminine and neuter forms. When a reference is made in this Agreement to an Exhibit, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of this Agreement. Unless otherwise indicated the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The words “made available” mean that the subject documents or other materials were included in and available at the “Outlander” online virtual data room hosted by Datasite at least one (1) Business Day prior to the date of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of all direct and indirect subsidiaries of such entity. Reference to the subsidiaries of an entity shall be deemed to include all direct and indirect subsidiaries of such entity. The word “or” shall be disjunctive but not exclusive. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. References to a particular statute or regulation including all rules and regulations thereunder and any predecessor or successor statute, rule, or regulation, in each case as amended or otherwise modified from time to time. All references to currency amounts in this Agreement shall mean United States dollars. References to “ordinary course of business” (or similar references) shall mean the ordinary course of business consistent with past practice (including as to amounts and terms, as applicable), but taking into account the circumstances restrictions imposed by Legal Requirements and health and safety considerations relating to COVID-19 and any relevant COVID-19 Measures.

12.3          Counterparts; Electronic Delivery. This Agreement, the Transaction Agreements and each other document executed in connection with the Transactions, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence. The exchange of a fully executed Agreement (in counterparts or otherwise) in pdf, DocuSign or similar format and transmitted by facsimile or email shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

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12.4          Entire Agreement; Third Party Beneficiaries. This Agreement, the other Transaction Agreements and any other documents and instruments and agreements among the Parties as contemplated by or referred to herein, including the Exhibits and Schedules hereto: (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof; and (b) other than the rights, at and after the Effective Time, of Persons pursuant to the provisions of Section 8.12 and this Section 12.4 (which will be for the benefit of the Persons set forth therein and herein), are not intended to confer upon any other Person other than the Parties any rights or remedies. Notwithstanding anything to the contrary contained herein, the past, present and future directors, officers, employees, incorporators, members, partners, shareholders, stockholders, Affiliates, agents, attorneys, advisors and Representatives of the Parties, and any Affiliate of any of the foregoing (and their successors, heirs and Representatives), are intended third-party beneficiaries of, and may enforce this Section 12.4.

12.5          Severability. In the event that any term, provision, covenant or restriction of this Agreement, or the application thereof, is held to be illegal, invalid or unenforceable under any present or future Legal Requirement: (a) such provision will be fully severable; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision as may be possible.

12.6          Other Remedies; Specific Performance. Except as otherwise provided herein, prior to the Closing, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party shall be entitled to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction and immediate injunctive relief to prevent breaches of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the Parties. Each of the Parties hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. Each Party hereby further agrees that in the event of any action by any other party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds.

12.7          Governing Law. This Agreement and the consummation the Transactions, and any action, suit, dispute, controversy or claim arising out of this Agreement and the consummation of the Transactions, or the validity, interpretation, breach or termination of this Agreement and the consummation of the Transactions, shall be governed by and construed in accordance with the internal law of the State of New York regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.

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12.8          Consent to Jurisdiction; Waiver of Jury Trial.

(a)            Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of the federal courts of the United States of America or the courts of the State of New York, in each case located in the City of New York and the County of New York, in each case in connection with any matter based upon or arising out of this Agreement, the other Transaction Agreements and the consummation of the Transactions, agrees that process may be served upon them in any manner authorized by the laws of the State of New York for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (ii) such Legal Proceeding may not be brought or is not maintainable in such court; (iii) such Person’s property is exempt or immune from execution; (iv) such Legal Proceeding is brought in an inconvenient forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such proceeding in any manner permitted by New York law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.1. Notwithstanding the foregoing in this Section 12.8, any Party may commence any action, claim, cause of action or suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

(b)            TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

12.9          Rules of Construction. Each of the Parties agrees that it has been represented by independent counsel of its choice during the negotiation and execution of this Agreement and each Party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

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12.10        Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and the Transaction Agreements and the consummation of the Transactions.

12.11        Assignment. No Party may assign, directly or indirectly, including by operation of law, either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties. Subject to the first sentence of this Section 12.11, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

12.12        Amendment. This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties.

12.13        Extension; Waiver. At any time prior to the Closing, SPAC (on behalf of itself), on the one hand, and the Company (on behalf of itself, New PubCo, First Merger Sub, Second Merger Sub and Third Merger Sub) may, to the extent not prohibited by applicable Legal Requirements: (a) extend the time for the performance of any of the obligations or other acts of the other Party; (b) waive any inaccuracies in the representations and warranties made to the other Party contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions for the benefit of such Party contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right. In the event any provision of any of the other Transaction Agreement in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall control.

12.14        No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, this Agreement may only be enforced against, and any Legal Proceeding for breach of this Agreement may only be made against, the entities that are expressly identified herein as Parties to this Agreement, and no Related Party of a Party shall have any liability for any liabilities or obligations of the Parties for any Legal Proceeding (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith. No Party shall have any right of recovery in respect hereof against any Related Party of a Party and no personal liability shall attach to any Related Party of a Party through such Party, whether by or through attempted piercing of the corporate veil, by the enforcement of any judgment, fine or penalty or by virtue of any Legal Requirement or otherwise. The provisions of this Section 12.14 are intended to be for the benefit of, and enforceable by the Related Parties of the Parties and each such Person shall be a third-party beneficiary of this Section 12.14. This Section 12.14 shall be binding on all successors and assigns of Parties.

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12.15        Legal Representation.

(a)            Each SPAC Party and the Company hereby agree for itself and on behalf of its shareholders, stockholders, members, owners, partners, Representatives and Affiliates (including, after the Closing, SPAC and the Group Companies), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Cooley LLP (or any of its successors) may represent the SPAC Sponsor or any of their respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates, in each case, in connection with any Legal Proceeding or obligation substantially related to this Agreement, any Transaction Agreement or the Transactions, and each SPAC Party and the Company on behalf of itself and the other Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each SPAC Party and the Company, for itself and the other Waiving Parties, acknowledges that the foregoing provision applies whether or not Cooley LLP provides legal services to SPAC or either SPAC Sponsor after the Closing Date. Each SPAC Party and the Company, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between SPAC or either SPAC Sponsor and their respective counsel, including Cooley LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding substantially relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, do not pass to the Company, New PubCo, the Company Surviving Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub notwithstanding the Mergers, and instead survive, remain with and are controlled by the SPAC Sponsor (the “SPAC Sponsor Privileged Communications”), without any waiver thereof. Each SPAC Party, the Company and SPAC, together with any of its respective Affiliates, Subsidiaries, successors or assigns, agree that none of New PubCo, the Company, the Company Surviving Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub may use or rely on any of the SPAC Sponsor Privileged Communications, whether located in the records or email server of a Group Company or otherwise (including in the knowledge of the officers and employees of a Group Company), in any Legal Proceeding against or involving any of the Parties after the Closing, and each such Person agrees not to assert that any privilege has been waived as to the SPAC Sponsor Privileged Communications.

(b)            Each SPAC Party and the Company hereby agree for itself and on behalf of the other Waiving Parties that Davis Polk & Wardwell LLP (or any of its successors) may represent the Company or any of the shareholders or holders of other equity interests of the Company, or any of their respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates (the “Lavoro Group”), in each case, in connection with any Legal Proceeding or obligation substantially related to this Agreement, any Transaction Agreement or the Transactions, and each SPAC Party and the Company on behalf of itself and the other Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each SPAC Party and the Company, for itself and the other Waiving Parties, acknowledges that the foregoing provision applies whether or not Davis Polk & Wardwell LLP provides legal services to the Lavoro Group after the Closing Date. Each SPAC Party and the Company, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between a member of the Lavoro Group and their respective counsel, including Davis Polk & Wardwell LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding substantially relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, do not pass to the Company, New PubCo, the Company Surviving Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub notwithstanding the Mergers, and instead survive, remain with and are controlled by such member of the Lavoro Group (the “Lavoro Group Privileged Communications”), without any waiver thereof. Each SPAC Party, the Company and SPAC, together with any of its respective Affiliates, Subsidiaries, successors or assigns, agree that none of New PubCo, the Company, the Company Surviving Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub may use or rely on any of the Lavoro Group Privileged Communications, whether located in the records or email server of a Group Company or otherwise (including in the knowledge of the officers and employees of a Group Company), in any Legal Proceeding against or involving any of the Parties after the Closing, and each such Person agrees not to assert that any privilege has been waived as to the Lavoro Group Privileged Communications.

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12.16        Disclosure Letters and Exhibits. The Company Disclosure Letter and the SPAC Disclosure Letter shall each be arranged in separate parts corresponding to the numbered and lettered sections and subsections contained in this Agreement, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered or lettered Section or subsection of this Agreement, except to the extent that: (a) such information is cross-referenced in another part of the Company Disclosure Letter or the SPAC Disclosure Letter, as applicable; or (b) it is reasonably apparent on the face of the disclosure (without reference to any document referred to therein or any independent knowledge on the part of the reader regarding the matter disclosed) that such information qualifies another representation and warranty of the Company, New PubCo, First Merger Sub, Second Merger Sub or Third Merger Sub, on the one hand, or SPAC, on the other hand, as applicable, in this Agreement. Certain information set forth in the Company Disclosure Letter and the SPAC Disclosure Letter is or may be included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information, and may not be required to be disclosed pursuant to this Agreement. The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Company Disclosure Letter or the SPAC Disclosure Letter is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Disclosure Letter or the SPAC Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item, or matter not described herein or included in the Company Disclosure Letter or the SPAC Disclosure Letter is or is not material for purposes of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties has caused this Agreement to be executed as of the date first above written.

TPB ACQUISITION CORPORATION I
By:	/s/ David Friedberg
	Name: David Friedberg
	Title: Chief Executive Officer

[Signature Page to Business Combination Agreement]

IN WITNESS WHEREOF, the Parties has caused this Agreement to be executed as of the date first above written.

LAVORO LIMITED
By:	/s/ Daniel Fisberg
Name:	Daniel Fisberg
Title:	Director
By:	/s/ Peter Estermann
Name:	Peter Estermann
Title:	Director
LAVORO MERGER SUB I LIMITED
By:	/s/ Daniel Fisberg
Name:	Daniel Fisberg
Title:	Director
By:	/s/ Peter Estermann
Name:	Peter Estermann
Title:	Director
LAVORO MERGER SUB II LIMITED
By:	/s/ Daniel Fisberg
Name:	Daniel Fisberg
Title:	Director
By:	/s/ Peter Estermann
Name:	Peter Estermann
Title:	Director
LAVORO MERGER SUB III LIMITED
By:	/s/ Daniel Fisberg
Name:	Daniel Fisberg
Title:	Director
By:	/s/ Peter Estermann
Name:	Peter Estermann
Title:	Director

[Signature Page to Business Combination Agreement]

IN WITNESS WHEREOF, the Parties has caused this Agreement to be executed as of the date first above written.

LAVORO agro LIMITED
By:	/s/ Ruy Cunha
Name:	Ruy Marcos Laguna Cunha
Title:	Director
By:	/s/ Laurence Gomes
Name:	Laurence Beltrão Gomes
Title:	Chief Financial Officer

[Signature Page to Business Combination Agreement]

Exhibit A

Form of Voting and Support Agreement

Exhibit B

Form of Lock-Up Agreement

Exhibit C

Form of Sponsor Letter Agreement

Exhibit D

Form of A&R Registration Rights Agreement

Exhibit E

Form of New PubCo Second A&R Charter

Exhibit F

Form of First Plan of Merger

Exhibit G

Form of Second Plan of Merger

Exhibit H

Form of Third Plan of Merger

Exhibit I

Form of New PubCo A&R Charter

Schedule A

Pre-Closing Restructuring

Schedule B

New PubCo Board

Schedule C

Adjustment Factor Calculation Methodology

EX-10.1

Exhibit 10.1

VOTING AND SUPPORT AGREEMENT

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 14, 2022 (the “Effective Date”) by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), TPB Acquisition Corp. I, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), and each of the undersigned parties listed on Schedule A hereto as the holder of Equity Interests (as defined below) (each such party, an “Equity Holder” and collectively, “Equity Holders”). Each of New PubCo, the Company, SPAC and the Equity Holders will individually be referred to herein as a “Party” and, collectively, as the “Parties”.

WHEREAS, each Equity Holder is the legal and beneficial owner of the shares of the Company listed next to its name on Schedule A (the “Equity Interests”);

WHEREAS, concurrently with the execution of this Agreement, the Company and certain other parties entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement);

WHEREAS, in consideration for the benefits to be received directly or indirectly by the Equity Holder in connection with the transactions contemplated by the Business Combination Agreement and as a material inducement to SPAC and New PubCo agreeing to enter into and consummate the transactions contemplated by the Business Combination Agreement, each Equity Holder agrees to enter into this Agreement and to be bound by the agreements, covenants and obligations contained in this Agreement; and

WHEREAS, the Parties acknowledge and agree that SPAC and New PubCo would not have entered into and agreed to consummate the transactions contemplated by the Business Combination Agreement without the Equity Holders entering into this Agreement and agreeing to be bound by the agreements, covenants and obligations contained in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I
OBLIGATIONS

1.1.          Shareholder Approval.

a) Promptly following the date of this Agreement and in any event prior to First Effective Time, each Equity Holder shall take, or cause to be taken, any and all action necessary or advisable for such Equity Holder to approve, in its capacity as a shareholder of the Company, the transactions contemplated by the Business Combination Agreement (the “Company Approval”).

b) Without limiting the generality, and in furtherance, of the foregoing, during the term of this Agreement, for purposes of the Company Approvals, each Equity Holder, on its own behalf and on behalf of any wholly owned subsidiary, as applicable, hereby agrees to be present for any meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Equity Interests (i) in favor of, and to adopt, the Business Combination Agreement, the Transaction Agreements and the transactions contemplated thereby, (ii) in favor of the other matters set forth in the Business Combination Agreement, the Transaction Agreements and the transactions contemplated thereby to the extent required for the Company to carry out its obligations thereunder, and (iii) in opposition to: (A) any Company Business Combination and any and all other proposals (1) that could reasonably be expected to delay or impair the ability of the Company to consummate the transactions contemplated by the Business Combination Agreement or any Transaction Agreement or (2) which are in competition with or materially inconsistent with the Business Combination Agreement, any Transaction Agreement and the transactions contemplated thereby or (B) any other action, proposal, transaction or agreement involving the Company or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Business Combination Agreement or any Transaction Agreement or would reasonably be expected to result in (x) any breach of any representation, warranty, covenant, obligation or agreement of the Company in the Business Combination Agreement or any Transaction Agreement, or (y) any of the conditions to the Company’s obligations under the Business Combination Agreement or any Transaction Agreement not being fulfilled.

c) Each Equity Holder agrees not to deposit, and to cause its Affiliates not to deposit, any Equity Interests in a voting trust or subject any Equity Interests to any arrangement or agreement with respect to the voting of such Equity Interests, unless specifically requested to do so by the Company in connection with the Business Combination Agreement, the Transaction Agreements or the transactions contemplated thereby.

d) Each Equity Holder agrees (i) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Legal Requirements at any time with respect to the Mergers, the Agreement, the other Transaction Agreements and the transactions contemplated thereby and (ii) not to commence or participate in any claim, derivative or otherwise, against the Company, SPAC, New PubCo or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Business Combination Agreement or the consummation of the Mergers or the other transactions contemplated thereby, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a breach of any fiduciary duty of the board of directors or similar governing body of the Company or New PubCo in connection with the Mergers, the Agreement, the other Transaction Agreements and the transactions contemplated thereby. For the avoidance of doubt, this paragraph shall not apply, or be construed to apply, to (x) an Equity Holder’s rights or obligations under the A&R Registration Rights Agreement, or (y) in respect of the exercise of any rights under the Business Combination Agreement, directly or indirectly, including pursuant to Section 10.1(g) of the Business Combination Agreement.

1.3.          Further Assurances. During the term of this Agreement, each Equity Holder agrees that it shall not take any action that would reasonably be expected to prevent, impede, interfere with or adversely affect any Equity Holder’s, the Company’s ability to perform its obligations under this Agreement and/or the Business Combination Agreement, except as expressly contemplated by this Agreement or the Business Combination Agreement. Each Equity Holder hereby agrees to promptly execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, as reasonably determined by SPAC and the Company, in connection with, or otherwise in furtherance of, the transactions contemplated by the Business Combination Agreement or this Agreement.

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1.4.          Termination of Existing Shareholders Agreements. Each Equity Holder and the Company hereby agrees that, notwithstanding anything to the contrary in any such agreement, (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination neither the Company nor any of its Affiliates shall have any further obligations or Liabilities under or with respect to each such agreement. Without limiting the above, each of the Equity Holders who are a party to the agreements set forth on Schedule B hereby expressly and irrevocably acknowledge and agree that all terms and conditions of the respective agreements to which they are a party to were duly observed or waived, as applicable.

1.5.          Business Combination Agreement. Each Equity Holder hereby agrees to be bound by and subject to (i) Sections 8.4 (Confidentiality; Communications Plan; Access to Information), 8.6 (No SPAC Securities Transactions), and 8.8 (Disclosure of Certain Matters) of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement, as if such Equity Holder is directly party thereto, and (ii) Section 8.7 (No Claim Against Trust Account) and Section 8.10(a) (No Solicitation) of the Business Combination Agreement to the same extent as such provisions apply to the Company, as if the Equity Holder is directly party thereto.

1.6.          Transfers of Equity Interests Prior to Closing. Except as expressly contemplated by the Business Combination Agreement or this Agreement or with the prior written consent of SPAC (such consent to be given or withheld in its sole discretion), from and after the date hereof until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, each Equity Holder agrees not to (a) Transfer any of the Equity Interests, (b) enter into any option, warrant, purchase right or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Equity Holder to Transfer any of the Equity Interests, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). Notwithstanding the foregoing or anything to the contrary herein, the foregoing restrictions shall not prohibit a Transfer (i) if such Equity Holder is not an individual or a trust, to any of its affiliates or any investors, partners or equityholders of any of its affiliates, or (ii) if such Equity Holder is an individual or a trust, (A) by virtue of laws of descent and distribution upon death of the individual, (B) pursuant to a qualified domestic relations order or (C) to any member of such Equity Holder’s immediate family or any trust for the direct or indirect benefit of such Equity Holder or the immediate family of such Equity Holder; provided, however, that (x) such Equity Holder shall, and shall cause any such transferee of its Equity Interests, to enter into a written agreement, in form and substance reasonably satisfactory to SPAC, agreeing to be bound by this Agreement (including, for the avoidance of doubt, all of the covenants, agreements and obligations of such Equity Holder hereunder and which agreement will include, for the avoidance of doubt, the making of all of the representations and warranties of such Equity Holder set forth in Article II with respect to such transferee and its Equity Interests received upon such Transfer, as applicable) prior and as a condition to the occurrence of such Transfer, and (y) no such Transfer will relieve such Equity Holder of any of its covenants, agreements or obligations hereunder with respect to the Equity Interests so transferred, unless and to the extent actually performed, or will otherwise affect any of the provisions of this Agreement (including any of the representations and warranties of such Equity Holder hereunder). For purposes of this Agreement, (a) “Beneficially Own” has the meaning ascribed to it in the Exchange Act; (b) “Transfer” shall mean the (i) direct or indirect transfer, sale or assignment of, offer to sell, contract or any agreement to sell, hypothecate, pledge, encumber grant of any option to purchase or otherwise dispose of, either voluntarily or involuntarily, or any agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause ‎(b)‎(i) or ‎(b)‎(ii); (c) “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the applicable party hereto; and (d) “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE EQUITY HOLDERS

2.1.          Each Equity Holder hereby represents and warrants to SPAC and New PubCo that:

a) Title. Each Equity Holder holds good, valid and marketable title to the Equity Interests set forth opposite the Equity Holder’s name on Schedule A, free and clear of any mortgage, pledge, security interest, conditional sale or other title retention agreement, encumbrance, lien, easement, option, debt, charge, claim or restriction of any kind except as set forth in Schedule A.

b) Authorization. Each Equity Holder has full power and authority (including any spouse consent) to enter into this Agreement, and this Agreement, assuming the due authorization, execution and delivery of this Agreement by all other parties, constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy Legal Requirements, other similar Legal Requirements affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

c) No Conflict. Neither the execution and delivery of this Agreement by the Equity Holder nor the performance of the Equity Holder’s obligations hereunder (i) violates any provision of any Legal Requirements applicable to the Equity Holder, (ii) would, directly or indirectly, result in any breach of any provision of the Equity Holder’s Governing Documents, (iii) conflicts with, result in a breach under or give rise to any right of termination of any document, agreement or instrument to which the Equity Holder is a party, or (iv) result in the creation or imposition of any mortgage, pledge, security interest, conditional sale or other title retention agreement, encumbrance, lien, easement, option, debt, charge, claim or restriction of any kind upon the Equity Interests except as disclosed on Schedule A.

d) No Consents. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any court, administrative agency or commission or any other governmental authority, instrumentality, agency or commission or any third party (including a party to any agreement with the Equity Holder), is required by or with respect to the delivery of this Agreement and the consummation of the transactions contemplated hereby.

e) Ownership. The Equity Holder is the beneficial and record owner of the Equity Interests set forth next to the Equity Holder’s name on Schedule A. The Equity Interests collectively constitute 100% of the Equity Holder’s interest in the Company and the Equity Holder does not own, beneficially or of record, any other equity, equity-linked or similar securities of the Company or any of its Subsidiaries or have the right to acquire any equity, equity-linked or similar securities of the Company or any of its Subsidiaries. The Equity Holder acknowledges that the Equity Holder’s execution and delivery of this Agreement in respect of such Equity Interests held by such Equity Holder is a material inducement to SPAC’s willingness to enter into and consummate the transactions contemplated by the Business Combination Agreement. By executing this Agreement, each Equity Holder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any person, with respect to any of the Equity Interests except as disclosed on Schedule A. The Equity Holder has the sole right to vote (and provide consent in respect of, as applicable) the Equity Interests set forth next to the Equity Holder’s name on Schedule A and, except for this Agreement, the Business Combination Agreement and as disclosed on Schedule A, the Equity Holder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Equity Holder to Transfer any of the Equity Interests or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Equity Interests.

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f) Legal Proceedings. There is no Legal Proceeding pending or, to the Equity Holder’s knowledge, threatened against or involving the Equity Holder or any of its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Equity Holder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.

g) Orders. There is no Order or Legal Requirement issued by any court of competent jurisdiction or other Governmental Entity, or other legal restraint or prohibition relating to the Equity Holder or any of its Affiliates that could reasonably be expected to adversely affect the ability of the Equity Holder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.

h) Independent Review. The Equity Holder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, SPAC and New PubCo and the transactions contemplated by this Agreement, the Business Combination Agreement and the other Transaction Agreements and (ii) it has been furnished with or given access to such documents and information about SPAC and New PubCo and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Transaction Agreements to which he, she or it is or will be a party and the transactions contemplated hereby and thereby.

i) Non-Reliance. In entering into this Agreement and the other Transaction Agreements to which it is or will be a party, the Equity Holder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Transaction Agreements to which it is or will be a party and no other representations or warranties of SPAC or New PubCo (including, for the avoidance of doubt, none of the representations or warranties of SPAC or New PubCo set forth in the Business Combination Agreement or any other Transaction Agreement) or any other Person, either express or implied, and the Equity Holder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Transaction Agreements to which it is or will be a party, none of SPAC or New PubCo or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SPAC

3.1.          The Company hereby represents and warrants to each Equity Holder that:

a) Organization. The Company is an exempted company incorporated with limited liability in the Cayman Islands and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. As of the Effective Date, the Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

b) Authorization. The Company has full power and authority to enter into this Agreement, and this Agreement, assuming the due authorization, execution and delivery of this Agreement by all other parties, constitutes a valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy Legal Requirements, other similar Legal Requirements affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

c) No Conflict. Neither the execution and delivery of this Agreement by the Company nor the performance of the Company’s obligations hereunder violates any provision of law applicable to the Company or conflicts with any document, agreement or instrument to which the Company is a party.

3.2.          SPAC hereby represents and warrants to each Equity Holder that:

a) Organization. SPAC is an exempted company incorporated with limited liability in the Cayman Islands and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. As of the Effective Date, SPAC is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

b) Authorization. SPAC has full power and authority to enter into this Agreement, and this Agreement, assuming the due authorization, execution and delivery of this Agreement by all other parties, constitutes a valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy Legal Requirements, other similar Legal Requirements affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

c) No Conflict. Neither the execution and delivery of this Agreement by SPAC nor the performance of SPAC’S obligations hereunder violates any provision of law applicable to SPAC or conflicts with any document, agreement or instrument to which SPAC is a party.

ARTICLE IV
MISCELLANEOUS

4.1.          Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 12.1 of the Business Combination Agreement to the applicable Party at its principal place of business. Any notice to any Equity Holder shall be sent to the address set forth on the signature page hereto.

4.2.          Assignment. No party shall assign or delegate (in whole or in part) its rights or obligations under this Agreement without the prior written consent of the other parties.

4.3.          Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns and shall be enforceable by the parties hereto and their respective successors and permitted assigns.

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4.4.          Termination. This Agreement shall automatically terminate upon the earliest to occur of (a) the Closing and (b) the date on which the Business Combination Agreement is terminated for any reason in accordance with its terms. In the event of a valid termination of the Business Combination Agreement, this Agreement shall be of no force and effect. No such termination or reversion shall relieve any Equity Holder from any obligation accruing, or liability resulting from an intentional breach of this Agreement occurring prior to such termination or reversion

4.5.          Miscellaneous. Sections 12.2 through 12.10 and Sections 12.12 through 12.14 of the Business Combination Agreement shall apply mutatis mutandis to this Agreement.

[Remainder of this page was intentionally left in blank. Execution pages follow.]

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IN WITNESS WHEREOF, the Parties have executed and delivered this Voting and Support Agreement as of the date first above written.

TPB ACQUISITION CORP. I
By:	/s/ David Friedberg
	Name: David Friedberg
	Title: Chief Executive Officer

[Signature Page to Voting and Support Agreement]

LAVORO AGRO LIMITED
By:	/s/ Ruy Cunha
	Name:   Ruy Marcos Laguna Cunha
	Title:     Director

By:	/s/ Laurence Gomes
	Name:   Laurence Beltrão Gomes
	Title:     Chief Financial Officer

[Signature Page to Voting and Support Agreement]

LAVORO LIMITED
By:	/s/ Daniel Fisberg
Name:	Daniel Fisberg
Title:	Director
By:	/s/ Peter Estermann
Name:	Peter Estermann
Title:	Director

[Signature Page to Voting and Support Agreement]

PRIVATE EQUITY INVESTMENTS V, L.P.
By:
	Name:
	Title:
	Address: Suite 302, 4001 Kennett Pike, Wilmington, DE 19807, United States

BRAZILIAN PRIVATE EQUITY OPPORTUNITIES V, L.P.
By:
	Name:
	Title:
	Address: Suite 302, 4001 Kennett Pike, Wilmington, DE 19807, United States

PE FUND V, L.P.
By:
	Name:
	Title:
	Address: Suite 302, 4001 Kennett Pike, Wilmington, DE 19807, United States

PBPE FUND V (CAYMAN 2), L.P.
By:
	Name:
	Title:
	Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

[Signature Page to Voting and Support Agreement]

Schedule A

Equity Interests

 

Shareholder	Shares
Private Equity Investments V, L.P.		32.70
Brazilian Private Equity Opportunities V, L.P.		32.65
PE Fund V, L.P.		32.03
PBPE Fund V (Cayman 2), L.P.		2.62
TOTAL		100

EX-10.2

Exhibit 10.2

LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) is made as of September 14, 2022, by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), TPB Acquisition Corporation I, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), and each of the undersigned parties listed on the signature pages hereto under “Equity Holders” (each such party, an “Equity Holder”).

WHEREAS, concurrently with the execution of this Agreement, the Parties hereto and certain other parties entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”);

WHEREAS, in connection with the Business Combination Agreement, the Parties hereto desire to enter into this Agreement, pursuant to which the Lock-Up Shares (as defined below) shall become subject to limitations on transfer and disposition as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

Section 1.         Definitions. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Business Combination Agreement.

(a)            “Affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

(b)            “Agreement” has the meaning set forth in the Preamble.

(c)            “Company” has the meaning set forth in the Preamble.

(d)            “Equity Holder” has the meaning set forth in the Preamble.

(e)            “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the applicable party hereto.

(f)            “Liquidation Event” means a liquidation, merger, capital stock exchange, reorganization, sale of all or substantially all assets or other similar transaction involving New PubCo upon the consummation of which holders of New PubCo Shares would be entitled to exchange their New PubCo Shares for cash, securities or other property following the Closing.

(g)            “Lock-Up Period” means the period beginning on the Closing Date and ending on (i) for 25% of the Lock-Up Shares held by the Equity Holders and their respective Permitted Transferees, the date that is one hundred and eighty (180) days following the Closing Date, (ii) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 50% of the Lock-Up Shares) held by the Equity Holders and their respective Permitted Transferees, the date that is one (1) year following the Closing Date, (iii) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 75% of the Lock-Up Shares) held by the Equity Holders and their respective Permitted Transferees, the date that is eighteen (18) months following the Closing Date, and (iv) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 100% of the Lock-Up Shares) held by the Equity Holders and their respective Permitted Transferees, the date that is two (2) years following the Closing Date.

(h)            “Lock-Up Shares” means the New PubCo Ordinary Shares (except any PIPE Shares) held by the Equity Holders in the aggregate on the Closing Date immediately following the consummation of the Mergers.

(i)            “New PubCo” has the meaning set forth in the Preamble.

(j)             “Party” has the meaning set forth in the Preamble.

(k)            “Permitted Transferee” shall mean any Person to whom an Equity Holder is permitted to transfer Lock-Up Shares prior to the expiration of the Lock-Up Period pursuant to Section 2(b).

(l)             “Person” means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

(m)            “PIPE Shares” shall mean New PubCo Ordinary Shares purchased in the PIPE Investment.

(n)            “Prohibited Transfer” has the meaning set forth in Section 2(c).

(o)            “SPAC” has the meaning set forth in the Preamble.

(p)            “Transfer” means the (i) direct or indirect transfer, sale or assignment of, offer to sell, contract or any agreement to sell, hypothecate, pledge, encumber grant of any option to purchase or otherwise dispose of, either voluntarily or involuntarily, or any agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that directly or indirectly transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

Section 2.         Lock-Up.

(a)            Except with the prior written consent of SPAC (such consent to be given or withheld in its sole discretion), during the Lock-up Period, each Equity Holder severally (and not jointly and severally) agrees not to (i) Transfer any of its Lock-up Shares, (ii) enter into any option, warrant, purchase right or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Equity Holder to Transfer any of its Lock-up Shares, or (iii) take any actions in furtherance of any of the matters described in the foregoing clauses (i) or (ii), subject to the following and Section 2(b).

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(b)            Notwithstanding the foregoing or anything to the contrary herein, the foregoing restrictions shall not prohibit a Transfer: (i) if such Equity Holder is not an individual or a trust, (A) to any of its officers or directors, affiliates and its employees or any family member of any of its officers or directors, any affiliate or family member of any of its officers or directors, or to any of such Equity Holder's members, investors, partners or equityholders or any of their affiliates, or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; or (B) to any third-party Person who agrees to purchase the Lock-up Shares from such Equity Holder during the Lock-Up Period and which third-party Person agrees to be bound by this Agreement prior to and as a condition to the occurrence of such Transfer; (ii) if such Equity Holder is an individual or a trust, (A) by virtue of laws of descent and distribution upon death of the individual, (B) pursuant to a qualified domestic relations order, (C) to any member of such Equity Holder's immediate family, or (D) to any trust for the direct or indirect benefit of such Equity Holder or the immediate family of such Equity Holder, an affiliate of such individual, or to a charitable organization; provided, however, that, for purposes of the foregoing clauses (i) and (ii), such Equity Holder shall, and shall cause any such transferee of his, her or its Lock-up Shares, to enter into a written agreement, in form and substance reasonably satisfactory to SPAC, agreeing to be bound by this Agreement prior and as a condition to the occurrence of such Transfer, and that such transferee shall receive and hold the Lock-Up Shares subject to the provisions of this Agreement applicable to the transferring Equity Holder, and there shall be no further Transfer of such Lock-Up Shares except in accordance with the terms of this Agreement; and (iii) to the extent permitted by the Company's insider trading policy, beginning on the from the 181st day following Closing, in connection with a pledge of shares of New PubCo Ordinary Shares, or any other securities convertible into or exercisable or exchangeable for New PubCo Ordinary Shares, to a financial institution, including the enforcement of any such pledge by a financial institution.

(c)            If any Transfer is made or attempted in violation of or contrary to the terms of this Agreement (a “Prohibited Transfer”), such purported Prohibited Transfer shall be null and void ab initio, and New PubCo shall refuse to recognize any such purported transferee of the Lock-up Shares as one of New PubCo’s equity holders for any purpose.

(d)            If, between the Closing and a Liquidation Event, the outstanding New PubCo Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar transaction affecting the outstanding New PubCo Shares, then any number, value (including dollar value) or amount contained herein which is based upon the number of New PubCo Shares will be equitably adjusted for such dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar transaction. Any adjustment under this Section 2(d) shall become effective at the date and time that such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar transaction became effective. For the avoidance of doubt, no change of units or shares pursuant to the transactions contemplated by the Business Combination Agreement shall constitute a stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or similar transaction requiring an equitable adjustment.

(e)            The restrictions set forth in this Agreement shall not limit the rights of an Equity Holder to exercise such Equity Holder’s rights as a shareholder of New PubCo during the Lock-Up Period, including the right to vote any Lock-Up Shares.

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Section 3.         Termination. This Agreement shall be binding upon each Equity Holder upon such Equity Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect. If the Closing takes place, the provisions of this Agreement, other than this Section 3 and Section 8, shall terminate and be of no further force or effect upon the first to occur of (i) the date of a Liquidation Event and (ii) the date that all of the Lock-Up Shares are no longer subject to the lock-up restrictions set forth in Section 2(a).

Section 4.         Specific Enforcement. The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The Parties further agree that each Party shall be entitled to seek specific performance of the terms hereof and immediate injunctive relief and other equitable relief to prevent breaches, or threatened breaches, of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity. Each Party hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the Parties. Each Party hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. Each Party hereby further agrees that in the event of any action by any other Party for specific performance or injunctive relief, the first Party will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds.

Section 5.         Entire Agreement. This Agreement and the other Transaction Agreements together constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations, both written and oral, by or among the parties hereto with respect to the subject matter hereof.

Section 6.         Waiver. Except as otherwise expressly provided herein, no delay, failure or waiver by any party to exercise any right or remedy under this Agreement and no partial or single exercise of any such right or remedy, will operate to limit, preclude, cancel, waive or otherwise affect such right or remedy, nor will any single or partial exercise of such right or remedy limit, preclude, impair or waive any further exercise of such right or remedy or the exercise of any other right or remedy. For purposes of this Agreement, no course of dealing among any or all of the Parties shall operate as a waiver of the rights or remedies hereof. The rights and remedies herein provided are exclusive, and not cumulative, of any rights or remedies provided by applicable Legal Requirement. No provision hereof may be waived otherwise than by a written instrument signed by the Party or Parties so waiving such provision as contemplated herein.

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Section 7.         Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 12.1 of the Business Combination Agreement to the applicable Party at its principal place of business. Any notice to any Equity Holder shall be sent to the address set forth on the signature page hereto.

Section 8.         Miscellaneous.

(a)            Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. Section 12.7 and Section 12.8 of the Business Combination Agreement are incorporated herein by reference, mutatis mutandis.

(b)           Severability. In the event that any term, provision, covenant or restriction of this Agreement, or the application thereof, is held to be illegal, invalid or unenforceable under any present or future Legal Requirement: (a) such provision will be fully severable; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision as may be possible.

(c)           Counterparts. This Agreement, the Transaction Agreements and each other document executed in connection with the Transactions, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

(d)           Titles and Headings. The titles, captions and table of contents in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

(e)           Assignment; Successors and Assigns; No Third Party Rights. No Party hereto may assign, directly or indirectly, including by operation of law, either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the foregoing sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any purported assignment or delegation made in violation of this provision shall be void and of no force or effect.

(f)            Further Assurances. Each Party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

TPB ACQUISITION CORPORATION I
By:	/s/ David Friedberg
	Name: David Friedberg
	Title: Chief Executive Officer

[Signature Page to Lock-up Agreement]

LAVORO LIMITED
By:	/s/ Daniel Fisberg
Name:	Daniel Fisberg
Title:	Director
By:	/s/ Peter Estermann
Name:	Peter Estermann
Title:	Director

[Signature Page to Lock-up Agreement]

LAVORO AGRO LIMITED
By:	/s/ Ruy Cunha
	Name:	Ruy Marcos Laguna Cunha
	Title:	Director

By:	/s/ Laurence Gomes
	Name:	Laurence Beltrão Gomes
	Title:	Chief Financial Officer

[Signature Page to Lock-up Agreement]

EQUITY HOLDERS:

PRIVATE EQUITY INVESTMENTS V, L.P.
By: PBPE General Partner V, Ltd., as General Partner
By:	/s/ Ricardo Scavazza
	Name:	Ricardo Scavazza
	Title:	Partner
	Address:	Suite 302, 4001 Kennett Pike, Wilmington, DE 19807, United States

BRAZILIAN PRIVATE EQUITY OPPORTUNITIES V, L.P.
By: PBPE General Partner V, Ltd., as General Partner
By:	/s/ Ricardo Scavazza
	Name:	Ricardo Scavazza
	Title:	Partner
	Address:	Suite 302, 4001 Kennett Pike, Wilmington, DE 19807, United States

PE FUND V, L.P.
By: PBPE General Partner V, Ltd., as General Partner
By:	/s/ Ricardo Scavazza
	Name:	Ricardo Scavazza
	Title:	Partner
	Address:	Suite 302, 4001 Kennett Pike, Wilmington, DE 19807, United States

PBPE FUND V (CAYMAN 2), L.P.
By: PBPE General Partner V, Ltd., as General Partner
By:	/s/ Ricardo Scavazza
	Name:	Ricardo Scavazza
	Title:	Partner
	Address:	PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

[Signature Page to Lock-up Agreement]

EX-10.3

Exhibit 10.3

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of     , 2022, by and between TPB Acquisition Corporation I, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), and the undersigned (the “Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).

WHEREAS, the Company, 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, 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, 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, and Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Lavoro”), will, concurrently with the execution of this Subscription Agreement, enter into that certain Business Combination Agreement (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, among other things, (i) at the First Effective Time, Lavoro Merger Sub I Limited will be merged with and into the Company, with the Company continuing as the surviving company (the “SPAC Merger 1”), (ii) at the Second Effective Time, the Company will be merged with and into Lavoro Merger Sub II Limited, with Lavoro Merger Sub II Limited continuing as the surviving company, and (iii) at the Third Effective Time, Lavoro Merger Sub III Limited will be merged with and into Lavoro, with Lavoro continuing as the surviving company (the “Lavoro Merger” and, together with the other transactions contemplated by the Business Combination Agreement and this Subscription Agreement, the “Transactions”);

WHEREAS, in connection with and immediately upon completion of the SPAC Merger 1, each outstanding SPAC Class A Ordinary Share will be exchanged for one New PubCo Class A Ordinary Share and each outstanding SPAC Class B Ordinary Share will be exchanged for one New PubCo Class B Ordinary Share;

WHEREAS (a) on the day prior to the Closing Date of the Business Combination Agreement and immediately following the Second Effective Time, New PubCo will redeem and cancel the shares of New PubCo held by the Incorporator, and (b) on the Closing Date of the Business Combination Agreement and prior to the Third Merger, upon the effectiveness of the New PubCo Second A&R Charter pursuant to this Agreement, each New PubCo Class B Ordinary Share will be converted into one New PubCo Class A Ordinary Share;

WHEREAS, in connection with the Transactions, the Company is seeking commitments from other interested investors to purchase, on the day before the Closing Date of the Business Combination Agreement and effective prior to the First Effective Time, its Class A Ordinary Shares in a private placement (the “Shares”);

WHEREAS, in connection with the Transactions, the Subscriber desires to subscribe for and purchase from the Company a number of Shares set forth on the signature page hereto, for a purchase price of $10.00 per share, and the Company desires to issue and sell to the Subscriber the Shares in consideration of the payment of the aggregate applicable purchase price set forth on the Subscriber’s signature page hereto (the “Applicable Purchase Price”) by or on behalf of the Subscriber to the Company prior to the Closing (as defined below) in accordance with Section ‎3.1 herein, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.              Subscription. Subject to the terms and conditions hereof, immediately prior to the First Effective Time , the Subscriber hereby agrees to irrevocably subscribe for and purchase from the Company, and the Company hereby agrees to issue and sell to the Subscriber, upon the prior payment by the Subscriber of the Applicable Purchase Price in accordance with the terms herein, the Shares (such subscription and issuance, the “Subscription”). Notwithstanding anything herein to the contrary, the consummation of the Subscription shall be completed immediately prior to the First Merger Effective Time.

2.              Representations, Warranties and Agreements.

2.1            The Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and New PubCo and acknowledges and agrees with the Company and New PubCo as of the date hereof and as of the Closing Date as follows:

2.1.1            The Subscriber has been duly formed or incorporated and is validly existing in good standing (or the equivalent thereof with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

2.1.2            This Subscription Agreement has been duly authorized, validly executed and delivered by the Subscriber. The signature on this Subscription Agreement is genuine, and the Subscriber has legal competence and capacity to execute the same. Assuming that this Subscription Agreement constitutes the valid and binding agreement of the Company and New PubCo, this Subscription Agreement is the valid and binding obligation of Subscriber, and is enforceable against the Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity (the “Enforceability Exceptions”).

2.1.3            The execution, delivery and performance by the Subscriber of this Subscription Agreement is within the powers of the Subscriber and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Subscriber or any of its subsidiaries pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Subscriber or, as applicable, any of its subsidiaries is a party or by which the Subscriber or, as applicable, any of its subsidiaries is bound or to which any of the property or assets of the Subscriber or, as applicable, any of its subsidiaries is subject, which would reasonably be expected to materially affect the ability or legal authority of the Subscriber to enter into, timely perform and comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Subscriber or any of its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Subscriber or any of its subsidiaries or any of their respective properties that would reasonably be expected to materially affect the ability or legal authority of the Subscriber to enter into, timely perform and comply in all material respects with this Subscription Agreement.

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2.1.4            The Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7)  under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Shares only for its own account and not for the account of others, or if the Subscriber is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” (as defined above) and the Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner of each such account for investment purposes only and not with a view to any distribution of the Subscribed Shares in any manner that would violate the securities laws of the United States or any other applicable jurisdiction, and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Subscriber has completed Schedule A following the signature page hereto and the information contained therein is accurate and complete. The Subscriber is not an entity formed for the specific purpose of acquiring the Shares. The Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or Shares and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. The Subscriber understands that the offering meets the exemptions from filing under FINRA Rule 5123(b)(1)(A), (C) or (J) and the institutional customer exemption under FINRA Rule 2111(b).

2.1.5            Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction and that neither New PubCo or any other person is required to register the Shares except as set forth in Section ‎4. Subscriber understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to New PubCo or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 under the Securities Act (“Rule 144”), provided that all of the applicable conditions thereof (including those set out in Rule 144(i) which are applicable to New PubCo) have been met or (iv) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each case, in accordance with any applicable securities laws of the states and other jurisdictions of the United States and other applicable jurisdictions, and that the Shares shall be subject to a legend to such effect (provided that such legends will be eligible for removal upon compliance with the relevant resale provisions of Rule 144). Subscriber acknowledges that the Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Shares will be subject to the foregoing restrictions and, as a result, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. Subscriber understands that it has been advised to consult independent legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that the Shares are a suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Shares.

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2.1.6            The Subscriber understands and agrees that the Subscriber is purchasing the Shares directly from the Company. The Subscriber further acknowledges that there have been no representations, warranties, covenants or agreements made to the Subscriber by the Company or any of its respective affiliates, control persons, officers, directors, employees, agents or representatives, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company expressly set forth in this Subscription Agreement.

2.1.7            As of the date of this Subscription Agreement, the Subscriber represents and warrants that (i) it is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and (ii) its acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable other federal, state, local, non-U.S. laws or regulations that are similar to such provisions of ERISA and the Code.

2.1.8            In making its decision to purchase the Shares, the Subscriber represents that it has relied solely upon its own independent investigation. The Subscriber acknowledges and agrees that the Subscriber has received and has had an adequate opportunity to review such financial and other information as the Subscriber deems necessary in order to make an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the Subscriber’s investment in the Shares. Without limiting the generality of the foregoing, the Subscriber acknowledges that it has reviewed the documents provided to the Subscriber by the Company. The Subscriber represents and agrees that the Subscriber and the Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Subscriber and the Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The Subscriber acknowledges that the information provided to the Subscriber is preliminary and subject to change, and that any changes to such information, including, without limitation, any changes based on updated information or changes in terms of the Transactions, shall in no way affect the Subscriber’s obligation to purchase the Shares hereunder. The Subscriber acknowledges that (i) the Company, New PubCo, Lavoro and the Placement Agent (as defined below) currently may have, and later may come into possession of, information regarding the Company or Lavoro that is not known to it and that may be material to a decision to enter into this transaction to purchase the Shares (“Excluded Information”), and (ii) the Subscriber has determined to enter into this transaction to purchase the Shares notwithstanding its lack of knowledge of the Excluded Information.

2.1.9            The Subscriber became aware of this offering of the Shares either solely from the Company or Lavoro as a result of a pre-existing, substantive relationship with the Company, and the Shares were offered to the Subscriber solely by direct contact between the Subscriber , the Company or Lavoro. The Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to Subscriber, by any other means, including by means of general solicitation. The Subscriber acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Subscriber acknowledges that (i) it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person or entity (including, without limitation, the Company, New PubCo or Lavoro), except for the representations and warranties of the Company and New PubCo expressly set forth in this Subscription Agreement, in making its investment or decision to invest in the Company. The Subscriber agrees that the Company and Lavoro, their respective affiliates or any of their respective control persons, officers, directors or employees, shall not be liable to the Subscriber for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Subscriber’s purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind provided to the Subscriber concerning the Company or Lavoro, this Subscription Agreement or the transactions contemplated hereby.

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2.1.10          The Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Subscriber has sought such accounting, legal and tax advice as the Subscriber has considered necessary to make an informed investment decision. Accordingly, Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that neither the Company, New PubCo nor Lavoro has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by this Subscription Agreement.

2.1.11          Alone, or together with any professional advisor(s), the Subscriber represents and acknowledges that the Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the Subscriber and that the Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Subscriber’s investment in the Company. The Subscriber acknowledges specifically that a possibility of total loss exists.

2.1.12          The Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of an investment in the Shares.

2.1.13          The Subscriber represents and warrants that neither the Subscriber nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is: (i) a person, government, or governmental entity that is the target of economic or financial sanctions, or trade embargoes imposed, administered, or enforced by the U.S. government (including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State), the United Nations, the European Union or any individual European Union member state, the United Kingdom, or other governmental authority (collectively, “Sanctions”), to the extent applicable, including (A) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by OFAC or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC Lists”), or a person or entity designated by any OFAC sanctions program, (B) a person listed on any list of sanctioned persons maintained by the United Nations, the European Union or any individual European Union member state, the United Kingdom, or other governmental authority, to the extent applicable, or (C) any person directly or indirectly 50% or more owned or otherwise controlled by, or acting on behalf of, any person or persons described in the foregoing clauses (A) and (B); (ii) a person organized, incorporated, established, located, or resident in, or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called People’s Republics of Luhansk and Donetsk, or any other country or territory embargoed or subject to comprehensive Sanctions; (iii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (iv) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each of (i), (ii), (iii) and (iv), a “Prohibited Investor”). The Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Subscriber is permitted to do so under applicable law. The Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Subscriber also represents that, to the extent required by applicable law or regulation, it maintains policies and procedures reasonably designed to ensure compliance with applicable Sanctions and that for the past five years, Subscriber has been in compliance with applicable Sanctions. Subscriber further represents that for the past five years, Subscriber has not (1) received written or other notice of any actual, alleged or apparent violation of applicable Sanctions or the BSA/PATRIOT Act, as applicable, (2) been a party to or the subject of any pending (or to Subscriber’s knowledge, threatened) civil, criminal or administrative actions, suits, demands, investigations, proceedings, settlements or enforcement actions by or before any governmental authority relating to any actual, alleged or apparent violations of applicable Sanctions or the BSA/PATRIOT Act, as applicable, or (3) made any voluntary disclosure to any governmental authority with respect to any actual, alleged or apparent violation of applicable Sanctions of the BSA/PATRIOT Act, as applicable.

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2.1.14          At the time of funding the Applicable Purchase Price prior to the Closing, the Subscriber will have sufficient funds to pay the Applicable Purchase Price pursuant to Section ‎3.1.

2.1.15          To the extent the Subscriber is one of the covered persons identified in Rule 506(d)(1), the Subscriber represents that no disqualifying event described in Rule 506(d)(1)(i-viii) of the Securities Act (a “Disqualification Event”) is applicable to the Subscriber or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. The Subscriber hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to the Subscriber or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Section ‎2.1.15, “Rule 506(d) Related Party” shall mean a person or entity that is a beneficial owner of the Subscriber’s securities for purposes of Rule 506(d) of the Securities Act.

2.1.16          Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision) acting for the purpose of acquiring, holding or disposing of equity securities of the Company or New PubCo, as applicable (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

2.1.17          Subscriber is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and that will acquire a substantial interest in the Company or New PubCo, as applicable, as a result of the purchase and sale of Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company or New PubCo, as applicable, from and after the Closing as a result of the purchase and sale of the Shares hereunder.

2.1.18          The Subscriber agrees that, from the date of this Subscription Agreement until the Closing or the earlier termination of this Subscription Agreement, none of the Subscriber, its controlled affiliates, or any person or entity acting on behalf of the Subscriber or any of its controlled affiliates or pursuant to any understanding with the Subscriber or any of its controlled affiliates will engage in any Short Sales with respect to securities of the Company or New PubCo prior to the Closing. For the purposes hereof, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), including through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, nothing herein shall prohibit other entities under common management with the Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in this transaction (including the Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales.

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2.1.19          The Subscriber acknowledges and is aware that, and waives any conflicts of interest with respect to the fact that the Placement Agent is acting as the Company’s placement agent.

2.1.20          Subscriber acknowledges that it is aware that in connection with, and immediately upon completion of, the SPAC Merger 1, each outstanding Share will be automatically exchanged for one Class A Ordinary Share of New PubCo pursuant to which Subscriber will cease to be a shareholder of the Company and only be a shareholder of New PubCo. Subscriber understands and acknowledges that such conversion will be effected as part of the Transactions without any further consent, vote or approvals from Subscriber, and to the extent Subscriber may have any such rights under Cayman law or otherwise, Subscriber effectively forfeits such rights hereby.

2.2           Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as of the date hereof and as of the Closing Date as follows:

2.2.1            The Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

2.2.2            As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Subscriber against full payment for the Shares, in accordance with the terms of this Subscription Agreement and registered with the Company’s transfer agent, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights under the Company’s constitutive agreements (as in effect at such time of issuance) or the laws of the Cayman Islands and will be free and clear of any liens or other restrictions (other than (i) transfer restrictions hereunder and under other agreements entered into between the Company and the Subscriber, (ii) transfer restrictions under federal and state securities laws and (iii) liens, claims, or encumbrances imposed due to the actions of the Subscriber).

2.2.3            This Subscription Agreement has been duly authorized, validly executed and delivered by the Company and is the valid and binding obligation of the Company, is enforceable against it in accordance with its terms, except as may be limited or otherwise affected by the Enforceability Exceptions.

2.2.4            Assuming the accuracy of the Subscriber’s representations and warranties in Section ‎2.1, the execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions hereof), issuance and sale of the Shares and the consummation of the certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Company Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would reasonably be expected to have a Company Material Adverse Effect or materially affect the validity of the Shares or the legal authority or ability of the Company to consummate the issuance and sale of the Shares or to comply in all material respects with this Subscription Agreement.

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2.2.5            Neither the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares.

2.2.6            Neither the Company nor any person acting on its behalf has conducted or will conduct any general solicitation or general advertising (as those terms are used in Regulation D of the Securities Act) in connection with the offer or sale of any of the Shares.

2.2.7            As of the date of this Subscription Agreement and as of immediately prior to the Transactions, the authorized share capital of the Company consists of 5,000,000 SPAC Preferred Shares, 500,000,000 SPAC Class A Ordinary Shares, and 50,000,000 SPAC Class B Ordinary Shares. All issued and outstanding ordinary shares of the Company have been duly authorized and validly issued, and upon receipt of the Applicable Purchase Price for the Shares, as fully paid, non-assessable and are not subject to preemptive or similar rights, except as set forth in the Business Combination Agreement. Except as set forth above and pursuant to the other Subscription Agreements, the Business Combination Agreement, any other transaction agreement executed or to be executed in connection therewith or as may occur as a result of the transactions contemplated hereby and thereby, there are no outstanding, and between the date hereof and the Closing, the Company will not issue, sell or cause to be outstanding any (a) shares, equity interests or voting securities of the Company, (b) securities of the Company convertible into or exchangeable for shares or other equity interests or voting securities of the Company, (c) options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of the Company to subscribe for, purchase or acquire from any individual, entity or other person, and no obligation of the Company to issue, any ordinary shares of the Company, or any other equity interests or voting securities in the Company or any securities convertible into or exchangeable or exercisable for such shares or other equity interests or voting securities, (d) equity equivalents or other similar rights of or with respect to the Company, or (e) obligations of the Company to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares, options, equity equivalents, interests or rights. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company, other than as contemplated by the Business Combination Agreement, or any other transaction agreement executed or to be executed in connection therewith or as may occur as a result of the transactions contemplated hereby and thereby. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that have not been waived or annulled that will be triggered by the issuance of (i) the Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement that have not been or will not be validly waived on or prior to the closing of the Transactions.

2.2.8            Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section ‎2.1, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Subscriber in the manner contemplated by this Subscription Agreement.

2.2.9            The Company has provided the Subscriber an opportunity to ask questions regarding the Company and made available to the Subscriber all the information reasonably available to the Company that the Subscriber has requested for deciding whether to acquire the Shares.

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2.2.10          No Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) of the Securities Act is applicable. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 of the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1) of the Securities Act.

2.2.11          Except for such matters as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof, there is no (i) suit, claim, action, or proceeding before any governmental authority or arbitrator pending or, to the Company’s knowledge, threatened, or (ii) unsatisfied judgment or any open injunction of any governmental authority or arbitrator outstanding against the Company.

2.2.12          The Company is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, the Company has not received any written communication from a governmental entity, exchange or self-regulatory organization that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

2.2.13          The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares), other than (i) filings with the United States Securities and Exchange Commission (the “Commission”), (ii) filings required by applicable state securities laws, (iii) those required by the Nasdaq Stock Market LLC (“Nasdaq”), (iv) filings required to consummate the Transactions as provided under the Business Combination Agreement, and (v) filings, the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

2.2.14          There are no pending or, to the knowledge of the Company, threatened, actions, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to enter into and perform its obligations under this Subscription Agreement. As of the date hereof, there is no unsatisfied judgment or any open injunction binding upon the Company which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to enter into and perform its obligations under this Subscription Agreement.

2.2.15          The Company is not, and immediately after receipt of payment for the Shares will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

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2.2.16          The Company made available to Subscriber (including via the Commission’s EDGAR system) a true, correct and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by the Company with the Commission prior to the date of this Subscription Agreement (the “SEC Documents”), which SEC Documents, as of their respective filing dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations of the Commission promulgated thereunder and applicable to the SEC Documents. As of their respective dates, all SEC Documents required to be filed by the Company with the Commission prior to the date hereof complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder. None of the SEC Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no such representation or warranty with respect to the registration statement on Form F-4 to be filed by the Company with respect to the Transactions or any other information relating to Lavoro or any of its affiliates included in any SEC Document or filed as an exhibit thereto. The Company has timely filed each report, statement, schedule, prospectus, and registration statement that the Company was required to file with the Commission since its inception and through the date hereof. There are no material outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the SEC Documents.

2.3            New PubCo’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Subscribed Shares, New PubCo hereby represents and warrants to Subscriber and agrees with Subscriber, as of the date hereof and as of the Closing Date, as follows:

2.3.1            New PubCo has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands, with all requisite power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

2.3.2            Assuming the accuracy of the Subscriber’s representations in Section ‎2.1 hereof and the Company’s representations in Section ‎2.2, the execution, delivery and performance of this Subscription Agreement by New PubCo will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of New PubCo pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which New PubCo is a party or by which New PubCo is bound or to which any of the property or assets of New PubCo is subject, which would reasonably be expected to have a material adverse effect on New PubCo’s ability to perform its obligations pursuant to this Subscription Agreement (a “New PubCo Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of New PubCo or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over New PubCo or any of its properties that would reasonably be expected to have a New PubCo Material Adverse Effect.

2.3.3            Neither New PubCo, nor any person acting on its behalf has conducted any general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Subscribed Shares and neither New PubCo, nor any person acting on its behalf has offered any of the Subscribed Shares in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

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2.3.4            As of the date of this Subscription Agreement and as of immediately prior to the Transactions, the authorized share capital of New PubCo consists of 50,000 shares, $1.00 par value each. Except as set forth above and the Business Combination Agreement, any other transaction agreement executed or to be executed in connection therewith or as may occur as a result of the transactions contemplated hereby and thereby, there are no outstanding, and between the date hereof and the Closing, New PubCo will not issue, sell or cause to be outstanding any (a) shares, equity interests or voting securities of New PubCo, (b) securities of New PubCo convertible into or exchangeable for shares or other equity interests or voting securities of New PubCo, (c) options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of New PubCo to subscribe for, purchase or acquire from any individual, entity or other person, and no obligation of New PubCo to issue, any ordinary shares of New PubCo, or any other equity interests or voting securities in New PubCo or any securities convertible into or exchangeable or exercisable for such shares or other equity interests or voting securities, (d) equity equivalents or other similar rights of or with respect to New PubCo, or (e) obligations of New PubCo to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares, options, equity equivalents, interests or rights. There are no shareholder agreements, voting trusts or other agreements or understandings to which New PubCo is a party or by which it is bound relating to the voting of any securities of New PubCo, other than as contemplated by the Business Combination Agreement, or any other transaction agreement executed or to be executed in connection therewith or as may occur as a result of the transactions contemplated hereby and thereby. There are no securities or instruments issued by or to which New PubCo is a party containing anti-dilution or similar provisions that have not been waived or annulled that will be triggered by the issuance of the Shares that have not been or will not be validly waived on or prior to the closing of the Transactions.

2.3.5            Except for such matters as would not reasonably be expected to have, individually or in the aggregate, a New PubCo Material Adverse Effect, as of the date hereof there is no (i) suit, claim, action, or proceeding before any governmental authority or arbitrator pending or, to the knowledge of New PubCo, threatened, or (ii) unsatisfied judgment or any open injunction of any governmental authority or arbitrator outstanding against New PubCo.

2.3.6            New PubCo is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a New PubCo Material Adverse Effect. As of the date hereof, New PubCo has not received any written communication from a governmental entity, exchange or self-regulatory organization that alleges that New PubCo is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a New PubCo Material Adverse Effect.

2.3.7            New PubCo is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by New PubCo of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares), other than (i) filings with the Commission, (ii) filings required by applicable state securities laws, (iii) filings required in accordance with Section 5, (iv) those required by the Nasdaq, (v) filings required to consummate the Transactions as provided under the Business Combination Agreement, and (vi) filings, the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a New PubCo Material Adverse Effect.

2.3.8            No broker, finder or other financial consultant has acted on behalf of New PubCo in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber.

3.             Settlement Date and Delivery.

3.1           Closing. The closing of the Subscription contemplated hereby (the “Closing”) shall occur substantially concurrently with, but on the date of, and immediately prior to the First Effective Time, the consummation of the Transactions. Upon not less than four (4) business days’ written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transactions to be satisfied, the Subscriber shall deliver to the Company, at least two (2) business days prior to the closing date specified in the Closing Notice (the “Closing Date”), the Applicable Purchase Price by wire transfer of United States dollars in immediately available funds, to be held in escrow by the Company until the Closing, to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Shares in book-entry form. In the event the Closing does not occur on the Closing Date, the Company shall promptly (but not later than two (2) business days thereafter) return the Applicable Purchase Price to the Subscriber.

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3.2           Mutual Conditions to Closing. The parties’ obligations to effect the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the party entitled to the benefit thereof, on or prior to the Closing Date, of each of the following conditions:

3.2.1            No suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred and be continuing in effect as of the Closing.

3.2.2            There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting consummation of the transactions contemplated by this Subscription Agreement or the Transactions and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition.

3.2.3            All specified waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated.

3.3           Conditions to Closing of the Company and New PubCo. The Company’s and New PubCo’s obligations to sell and issue the Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Company and New PubCo, on or prior to the Closing Date, of each of the following conditions:

3.3.1            All representations and warranties of the Subscriber and New PubCo (with respect to the Company) and of the Subscriber and the Company (with respect to New PubCo) contained in this Subscription Agreement shall be true and correct in all material respects when made and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

3.3.2            The Subscriber shall have performed, satisfied or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed, satisfied or complied with by Subscriber at or prior to the Closing.

3.3.3            All conditions precedent to the consummation of the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the Transactions, but subject to satisfaction of such conditions as of the consummation of the Transactions).

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3.4           Conditions to Closing of the Subscriber. The Subscriber’s obligation to purchase the Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Subscriber, on or prior to the Closing Date, of each of the following conditions:

3.4.1            All representations and warranties of the Company and New PubCo contained in this Subscription Agreement shall be true and correct in all material respects when made and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or New PubCo Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

3.4.2            The Company and New PubCo shall have performed, satisfied or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed, satisfied or complied with by the Company and New PubCo at or prior to the Closing.

3.4.3            All conditions precedent to the consummation of the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that (x) may only be satisfied at the consummation of the Transactions (including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement and the Other Subscription Agreements), but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions, or (y) will be satisfied by the Closing and the closing of the transactions contemplated by the Other Subscription Agreements).

3.4.4            No amendment, modification or waiver of the Business Combination Agreement (as the same exists on the date hereof as provided to the Subscriber) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement without having received the Subscriber’s prior written consent (not to be unreasonably withheld, conditioned or delayed); provided, that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 9.1(h) of the Business Combination Agreement (or the effects thereof).

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4.             Registration Rights.

4.1           New PubCo will use its commercially reasonable efforts to, within thirty (30) calendar days after the consummation of the Transactions (the “Filing Date”), submit or file with the Commission a registration statement (the “Registration Statement”) registering the resale of the Shares (which for purposes of this Section 4 shall refer to the number of New PubCo Class A Ordinary Shares to be received by the Subscriber by virtue of the SPAC Merger 1 in respect of Subscriber’s Shares purchased from the Company pursuant to this Agreement) acquired by Subscriber pursuant to this Subscription Agreement which are eligible for registration (determined as of two (2) Business Days prior to such submission or filing) (the “Registrable Securities”), and New PubCo shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the 90th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, further, that New PubCo’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to New PubCo such information as shall be reasonably requested by New PubCo to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as New PubCo may reasonably request that are customary of a selling stockholder in similar situations; provided, that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. For purposes of clarification, any failure by New PubCo to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve New PubCo of its obligations to file or effect the Registration Statement as set forth above in this Section ‎4. For purposes of this Section ‎4, Registrable Securities shall include, as of any date of determination, the Shares and any other equity security of New PubCo issued or issuable with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission. Notwithstanding the foregoing, if the Commission prevents New PubCo from including any or all of the Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders or otherwise, (i) such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission and (ii) the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders; and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, New PubCo shall amend the Registration Statement or file a new Registration Statement to register such Shares not included in the initial Registration Statement and shall use commercially reasonable efforts to have such amendment or Registration Statement to become effective as promptly as practicable.

4.2           At its expense, New PubCo shall:

4.2.1            except for such times as New PubCo is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which New PubCo determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earliest of the following: (i) Subscriber ceases to hold any Registrable Securities, (ii) the date all Registrable Securities held by Subscriber may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for New PubCo to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) two (2) years from the date of effectiveness of the Registration Statement. The period of time during which New PubCo is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period”;

4.2.2            during the Registration Period, use its best efforts to advise Subscriber as promptly as practicable:

(a)               when a Registration Statement or any post-effective amendment thereto has become effective;

(b)               after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

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(c)               of the receipt by New PubCo of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(d)               subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

Notwithstanding anything to the contrary set forth herein, New PubCo shall not, when so advising Subscriber of such events described in Section ‎4.2.2 above, provide Subscriber with any material, nonpublic information regarding New PubCo other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (d) above constitutes material, nonpublic information regarding New PubCo;

4.2.3            during the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

4.2.4            during the Registration Period, upon the occurrence of any event contemplated in Section ‎4.2.2(d), except for such times as New PubCo is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, New PubCo shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

4.2.5            during the Registration Period, use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which New PubCo’s ordinary shares are then listed.

4.3           Notwithstanding anything to the contrary in this Subscription Agreement, New PubCo shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof (i)  as New PubCo may determine to be necessary in connection with (a) the preparation and filing of a post-effective amendment to the Registration Statement following the filing of New PubCo’s Annual Report on Form 20-F or (b) in order for the Registration Statement not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, or (ii) if the filing, effectiveness or continued use of any Registration Statement would require New PubCo to make any public disclosure of material non-public information, which disclosure, in the good faith determination of the board of directors of New PubCo, after consultation with counsel to New PubCo (a) would not be required to be made at such time if the Registration Statement were not being filed, (b) New PubCo has a bona fide business purpose for not making such information public, or (c) would be seriously detrimental to New PubCo and the majority of New PubCo’s board of directors conclude as a result that it is essential to defer such filing or (iii) if such delay or suspension arises out of, or is a result of, or is related to any statement or communication that relates to changes to historical accounting policies of New PubCo in connection with any order, directive, guideline, comment or recommendation from the Commission that is applicable to New PubCo or other accounting matters, or any related disclosure or other matters (each such circumstance, a “Suspension Event”); provided, however, that New PubCo may not delay or suspend the Registration Statement on more than three (3) occasions or for more than ninety (90) consecutive calendar days, or more than one hundred twenty (120) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from New PubCo of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which New PubCo agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by New PubCo that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by New PubCo except as required by law. If so directed by New PubCo, Subscriber will deliver to New PubCo or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

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4.4           The parties agree that:

4.4.1            New PubCo shall indemnify and hold harmless, to the extent permitted by law, Subscriber (to the extent a seller under the Registration Statement), its officers, directors, agents and each person who controls such Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities and reasonable and documented out-of-pocket costs and expenses (including, without limitation, any reasonable and documented outside attorneys’ fees of one (1) law firm) (collectively, “Losses”), that arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement (or incorporated by reference therein), prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished in writing to New PubCo by or on behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information; provided, however, that the indemnification contained in this Section ‎4.4 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of New PubCo (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall New PubCo be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with written information furnished by Subscriber, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by New PubCo in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by New PubCo, or (D) in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section ‎4.3 hereof. New PubCo shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section ‎4.4.1 of which New PubCo is aware.

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4.4.2            In connection with any Registration Statement in which the Subscriber is participating, the Subscriber shall furnish (or cause to be furnished) to New PubCo in writing such information as New PubCo reasonably requests for use in connection with any such Registration Statement or prospectus, and Subscriber agrees, severally and not jointly with any person that is a party to the other Subscription Agreements, to indemnify and hold harmless, to the extent permitted by law, New PubCo, its directors, officers, agents and each person who controls New PubCo (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any and all Losses that arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Subscriber expressly for use therein; provided, however, that the indemnification contained in this Section ‎4.4 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, in no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Shares purchased pursuant to this Subscription Agreement giving rise to such indemnification obligation.

4.4.3            Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.4.4            The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of the Shares purchased pursuant to this Subscription Agreement.

5.             Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (i) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement or (iii) on the Outside Date (as defined in the Business Combination Agreement); provided, that, subject to the limitations set forth in Section ‎8, nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify the Subscriber of the termination of the Business Combination Agreement reasonably promptly after the termination of such agreement.

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6.              Miscellaneous.

6.1            Further Assurances; Reliance; Additional Information.

6.1.1            Each of the Subscriber and the Company shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described herein.

6.1.2            The Subscriber acknowledges that the Company, New PubCo, Lavoro and others (including the Placement Agent) will rely on the acknowledgments, understandings, agreements, representations and warranties made by the Subscriber contained in this Subscription Agreement. Prior to the Closing, the Subscriber agrees to promptly notify the Company and Lavoro if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate in all material respects. Each of the Subscriber, the Company, New PubCo, Lavoro and the Placement Agent is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

6.1.3            The Company may request from the Subscriber such additional information as the Company may deem necessary to evaluate the eligibility of the Subscriber to acquire the Shares, and the Subscriber shall provide such information as may be reasonably requested, in each case to the extent within the Subscriber’s possession and control or otherwise readily available to the Subscriber; provided that the Company and New PubCo agree to keep confidential any such information provided by Subscriber, except as may be required by applicable law, rule, regulation or in connection with any legal proceeding or regulatory request. Subscriber acknowledges that the Company and New PubCo may file a copy of this Subscription Agreement with the SEC as an exhibit to a current or periodic report or a registration statement of the Company and New PubCo.

6.2           Expenses. Each of the parties hereto shall pay all of its own respective expenses in connection with this Subscription Agreement and the transactions contemplated herein (it being understood that all expenses related to the Registration Statement are for the account of New PubCo to the extent provided in Section ‎4).

6.3           Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i)             if to the Subscriber, to such address or addresses set forth on the signature page hereto;

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(ii)            if to the Company, to:

TPB Acquisition Corp I

1 Letterman Drive

Suite A3-1

San Francisco, CA 94129

Attention: David Friedberg

Email:     [***]

[***]

with a required copy (which copy shall not constitute notice) to:

Cooley LLP

3 Embarcadero Center, 20^th Floor

San Francisco, CA 94111

Attention: Rachel Proffitt, Peter Byrne, Kristin VanderPas

Email:     [***]

[***]

[***]

(iii)           if to New PubCo, to:

Lavoro Limited
Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501
São Paulo—SP, 04548-005, Brazil
Attention: Laurence Beltrão Gomes
Email: [***]

with a required copy (which copy shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention: Manuel Garciadiaz
Email: [***]

6.4           Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

6.5           Modifications and Amendments. This Subscription Agreement may not be amended, modified or supplemented except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification or supplement is sought (and in those cases where the New PubCo’s consent is required, also signed by Lavoro).

6.6           Waivers and Consents. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Subscription Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

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6.7           Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties hereunder (including Subscriber’s rights to purchase the Shares) may be transferred or assigned without the prior written consent of the Company and New PubCo; provided that Subscriber’s rights and obligations hereunder may be assigned to (i) any affiliate or manager, as applicable of the Subscriber, (ii) one or more funds or accounts managed by the same investment manager as Subscriber, without the prior consent of the Company and New PubCo, or (iii) to any person approved in writing by New PubCo and the Company (such approval not to be unreasonably withheld or delayed) in connection with any syndication or similar arrangement by the Subscriber, provided that such assignee(s) agrees in writing to be bound by the terms hereof, and upon such assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the extent of such assignment; provided further that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any fund or account managed by the same investment manager as Subscriber.

6.8           Benefit. This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in the last sentence of this Section 6.8 or as otherwise provided herein, this Subscription Agreement shall not confer rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.

6.9           Governing Law. This Subscription Agreement, and any action, suit, dispute, controversy or claim arising out of this Agreement and the consummation of the Transactions, or the validity, interpretation, breach or termination of this Agreement and the consummation of the Transactions, shall be governed by and construed in accordance with the internal law of the Cayman Islands regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.

6.10         Consent to Jurisdiction; Waiver of Jury Trial. Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of the federal courts of the United States of America or the courts of the State of New York, in each case located in the City of New York and the County of New York, in each case in connection with any matter based upon or arising out of this Agreement, the other Transaction Agreements and the consummation of the Transactions, agrees that process may be served upon them in any manner authorized by the laws of the State of New York for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (ii) such Legal Proceeding may not be brought or is not maintainable in such court; (iii) such Person’s property is exempt or immune from execution; (iv) such Legal Proceeding is brought in an inconvenient forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such proceeding in any manner permitted by New York law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section ‎6.3. Notwithstanding the foregoing in this Section ‎6.9, any Party may commence any action, claim, cause of action or suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

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6.11         Severability. If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

6.12         No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

6.13         Specific Performance. The parties hereto agree that each of the parties would suffer irreparable damage if this Subscription Agreement was not performed or the Closing is not consummated in accordance with its specific terms, or this Subscription Agreement was otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that each of the parties hereto shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section ‎6.9, this being in addition to any other remedy to which any party hereto is entitled at law, in equity, in contract, in tort or otherwise, including money damages.  The right to specific enforcement shall include the right of the Company and New PubCo to cause the Subscriber to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement. The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section ‎6.13 is unenforceable, invalid, contrary to applicable law or inequitable for any reason, and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate. The parties acknowledge and agree that this Section ‎6.13 is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Subscription Agreement.

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6.14         Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby shall survive the Closing until the expiration of any statute of limitations pursuant to applicable law or in accordance with their respective terms, if a shorter period. For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation of the Transactions, all representations, warranties, covenants and agreements of the parties hereto as set forth herein shall survive the consummation of the Transactions and remain in full force and effect.

6.15         No Broker or Finder. Except with respect to the Placement Agent (which has been engaged by the Company in connection with this Subscription), each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the other party hereto. Each of the parties hereto agrees to indemnify and save the other party hereto harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.

6.16         Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

6.17         Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

6.18         Construction. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

6.19         Mutual Drafting. This Subscription Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

7.             Disclosure. The Subscriber hereby acknowledges that the terms of this Subscription Agreement will be disclosed by the Company in a Current Report on Form 8-K filed with the Commission on or after the date hereof and a form of this Subscription Agreement will be filed with the Commission as an exhibit thereto.

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8.             Trust Account Waiver. The Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated August 10, 2021 (the “Prospectus”) available at www.sec.gov, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriters of the Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the Company, New PubCo and the Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

TPB ACQUISITION CORPORATION I
By:
Name:	David Friedberg
Title:	Chief Executive Officer

[Signature Page to Subscription Agreement]

LAVORO LIMITED
By:
Name:	Daniel Fisberg
Title:	Director

By:
Name:	Peter Estermann
Title:	Director

[Signature Page to Subscription Agreement]

SUBSCRIBER:
Signature of the Subscriber:	Signature of Joint Subscriber, if applicable:
By:	By:
Name:	Name:
Title:	Title:
Date:
Name of the Subscriber:	Name of Joint Subscriber, if applicable:
(Please print. Please indicate name and capacity of person signing above)	(Please Print. Please indicate name and capacity of person signing above)
Name in which securities are to be registered
(if different from the name of the Subscriber listed directly above):
Email Address:
If there are joint investors, please check one:
¨ Joint Tenants with Rights of Survivorship
¨ Tenants-in-Common
¨ Community Property
The Subscriber’s EIN:	Joint Subscriber’s EIN:
Business Address-Street:	Mailing Address-Street (if different):
City, State, Zip:	City, State, Zip:
Attn:	Attn:
Telephone No.:	Telephone No.:
Facsimile No.:	Facsimile No.:

Shares issued in the Subscription:

Applicable Purchase Price: $                  .

You must pay the Applicable Purchase Price by wire transfer of U.S. dollars in immediately available funds, to be held in escrow until the Closing, to the account specified by the Company in the Closing Notice.

[Signature Page to Subscription Agreement]

SCHEDULE A
ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

A. QUALIFIED INSTITUTIONAL BUYER STATUS
(Please check the applicable subparagraphs):

1. ¨ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) (a “QIB”)).

2. ¨ We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.

*** OR ***

B. ACCREDITED INVESTOR STATUS (Please check the box if applicable):

1. ¨ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

2. ¨ We are not a natural person.

*** AND ***

C. AFFILIATE STATUS
(Please check the applicable box) SUBSCRIBER:

¨ is:

¨ is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.

This page should be completed by the Subscriber
and constitutes a part of the Subscription Agreement.

Rule 501(a), in relevant part, states that an institutional “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an institutional “accredited investor.”

¨ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

¨ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended;

¨ Any insurance company as defined in section 2(a)(13) of the Securities Act;

¨ Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or a business development company as defined in section 2(a)(48) of the Investment Company Act;

¨ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

¨ Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;

¨ Any corporation, similar business trust, partnership or any organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or

¨ Any director, executive officer, or general partner of the Issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that Issuer;

¨ Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

¨ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

¨ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D;

¨ Any entity in which all of the equity owners are “accredited investors”;

¨ Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status, such as a General Securities Representative license (Series 7), a Private Securities Offerings Representative license (Series 82) and an Investment Adviser Representative license (Series 65);

¨ Any “family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 which was not formed for the purpose of investing in the Issuer, has assets under management in excess of $5,000,000 and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or

¨ Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office, whose prospective investment in the Issuer is directed by such family office, and such family office is one (i) with assets under management in excess of $5,000,000, (ii) that was not formed for the specific purpose of investing in the Issuer, and (iii) whose prospective investment in the Issuer is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of such prospective investment.

EX-10.4

Exhibit 10.4

September 14, 2022

TPB Acquisition Corporation I
1 Letterman Drive, Suite A3-1
San Francisco, CA 94129

Lavoro Limited
Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501

São Paulo—SP, 04548-005, Brazil

Lavoro Agro Limited

Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501

São Paulo—SP, 04548-005, Brazil

Re: Amendment to Sponsor Letter Agreement (the “Letter Agreement”), dated August 13, 2021, among TPB Acquisition Corporation I, TPB Acquisition Sponsor I, LLC and the Company’s officers and directors

Ladies and Gentlemen:

This amendment to the Letter Agreement (this “Amendment”) is being delivered, pursuant to Section 12 of the Letter Agreement, in connection with that certain Business Combination Agreement, dated as of the date hereof, 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 exempted company incorporated with limited liability in the Cayman Islands (“Lavoro”), and TPB Acquisition Corporation I, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”) (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Letter Agreement.

Now in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Section 3 of the Letter Agreement is hereby deleted and replaced in its entirety with the following, and the Sponsor hereby consents to the transactions contemplated by the Business Combination Agreement and the Transaction Agreements in accordance with Section 3 of the Letter Agreement:

3. Voting and Anti-Dilution Rights.

(a) Sponsor agrees that if the Company seeks shareholder approval of the transactions contemplated by the Business Combination Agreement or any Transaction Agreements (as defined in the Business Combination Agreement), Sponsor shall not redeem any Founder Shares owned by it in connection with shareholder approval of the transactions contemplated by the Business Combination Agreement or any Transaction Document, including any amendments to the SPAC Governing Documents (as defined in the Business Combination Agreement) (the “Proposed Transaction”).

(b) Prior to the earlier of (x) date on which the Letter Agreement, as amended, is terminated in accordance with its terms and (y) the Closing (the “Voting Period”), at each meeting of the holders of SPAC Shares (as defined in the Business Combination Agreement) (the “SPAC Shareholders”), and in each written consent or resolutions of any of the SPAC Shareholders in which Sponsor is entitled to vote or consent, Sponsor hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Founder Shares or other equity interests of the Company over which Sponsor has voting power (i) in favor of, and to adopt, the Business Combination Agreement, the Transaction Agreements and the transactions contemplated thereby, (ii) in favor of the other matters set forth in the Business Combination Agreement, the Transaction Documents and the transactions contemplated thereby to the extent required for the Company to carry out its obligations thereunder and (iii) in opposition to: (A) any SPAC Business Combination Transaction (as defined in the Business Combination Agreement) and any and all other proposals (1) that could reasonably be expected to delay or impair the ability of the Company to consummate the transactions contemplated by the Business Combination Agreement or any Transaction Agreement or (2) which are in competition with or materially inconsistent with the Business Combination Agreement, any Transaction Agreement and the transactions contemplated thereby or (B) any other action, proposal, transaction or agreement involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Business Combination Agreement or any Transaction Agreement or would reasonably be expected to result in (y) any breach of any representation, warranty, covenant, obligation or agreement of the Company in the Business Combination Agreement or any Transaction Agreement or (z) any of the conditions to the Company’s obligations under the Business Combination Agreement or any Transaction Agreement not being fulfilled.

(c) Sponsor agrees not to deposit, and to cause its affiliates not to deposit, any Founder Shares in a voting trust or subject any Founder Shares to any arrangement or agreement with respect to the voting of such Founder Shares, unless specifically requested to do so by New PubCo and the Company in connection with the Business Combination Agreement, the Transaction Agreements or the transactions contemplated thereby.

(d) Sponsor agrees, except as contemplated by the Business Combination Agreement or any Transaction Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the U.S. Securities and Exchange Commission (the “SEC”)) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any equity interests of the Company in connection with any vote or other action with respect to transactions contemplated by the Business Combination Agreement or any Transaction Agreement, other than to recommend that the SPAC Shareholders vote in favor of the adoption of the Business Combination Agreement, the Transaction Agreements and the transactions contemplated thereby (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 3).

(e) Sponsor agrees that during the Voting Period it shall not, without the Company’s and New PubCo’s prior written consent, (i) make or attempt to make any Transfer of Founder Shares that would not be permitted pursuant to this Letter Agreement; (ii) grant any proxies or powers of attorney with respect to any or all of the Founder Shares; or (iii) take any action with the intent to prevent, impede, interfere with or adversely affect Sponsor’s ability to perform its obligations under this Section 3. The Company hereby agrees to reasonably cooperate with the Company in enforcing the Transfer restrictions set forth in this Section 3.

(f) During the Voting Period, Sponsor agrees to provide to New PubCo, the Company and their respective Representatives any information regarding Sponsor or the Founder Shares that is reasonably requested by New PubCo, the Company or their respective Representatives and required in order for the Company, New PubCo, Lavoro, First Merger Sub or Second Merger Sub to comply with Sections 8.1, 8.2, 8.3, 8.4(b), 8.5, 8.8, 8.9 and 8.11 of the Business Combination Agreement. To the extent required by applicable Legal Requirements (as defined in the Business Combination Agreement), Sponsor hereby authorizes the Company and New PubCo to publish and disclose in any announcement or disclosure required by the SEC, the Nasdaq Capital Market or the Registration Statement (as defined in the Business Combination Agreement) (including all documents and schedules filed with the SEC in connection with the foregoing), Sponsor’s identity and ownership of Founder Shares and the nature of Sponsor’s commitments and agreements under this Letter Agreement, the Business Combination Agreement and any other Transaction Agreements; provided that such disclosure is made in compliance with the provisions of the Business Combination Agreement.

2. Section 5 of the Letter Agreement is hereby deleted and replaced in its entirety with the following:

(a) Vesting Founder Shares. Subject to, and conditioned upon the Third Effective Time (as defined in the Business Combination Agreement), Sponsor agrees that two-thirds (3,006,050) of the Founder Shares shall be deemed to be “Vesting Founder Shares” and the remaining one-third (1,503,024) of the Founder Shares shall be deemed to be “Retained Founder Shares”. Subject to, and conditioned upon the occurrence of and effective immediately after the Third Effective Time, the Vesting Founder Shares shall be unvested and subject to the restrictions and forfeiture provisions set forth in this Sponsor Letter Agreement. The Vesting Founder Shares shall vest and, except as otherwise provided in this Section 5, shall become free of the provisions set forth in this Section 5 as follows:

i. with respect to one-half of the Vesting Founder Shares (i.e., 1,503,025 Founder Shares) (the “12.50 Vesting Founder Shares”), if at any time during the 3-year period following the Closing Date (the end of such period, the “Vesting Release Date”), the closing share price of the New PubCo Ordinary Shares is greater than or equal to $12.50 over any 20 trading days within any consecutive 30 trading day period, then the 12.50 Vesting Founder Shares shall vest and become free of the provisions set forth in this Section 5(a);

ii. with respect to one-half of the Vesting Founder Shares (i.e., 1,503,024 Founder Shares) (the “15.00 Vesting Founder Shares”), if at any time prior to the Vesting Release Date, the closing share price of the New PubCo Ordinary Shares is greater than or equal to $15.00 over any 20 trading days within any consecutive 30 trading day period, then the 15.00 Vesting Founder Shares shall vest and become free of the provisions set forth in this Section 5(a).

iii. If the Vesting Release Date occurs on a day that is not a trading day, then the “Vesting Release Date” shall for all purposes of this Sponsor Letter Agreement be deemed to occur on the next following Trading Day. Any Vesting Founder Shares that have not vested in accordance with Sections 5(a)(i)-(ii) on or before the Vesting Release Date will be immediately forfeited at 11:59 p.m., New York, New York time on the Vesting Release Date.

iv. The New PubCo Ordinary Share price targets in Sections 5(a)(i)-(ii) shall be equitably adjusted for stock splits, stock dividends, cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the New PubCo Ordinary Shares after the Third Effective Time.

v. If, prior to the Vesting Release Date, there is a Liquidation Event (as defined below), then the Vesting Founder Shares shall vest and become free of the provisions set forth in this Section 5 effective as of immediately prior to the consummation of such Liquidation Event, or otherwise treated as so issued in connection therewith, so as to ensure that the Sponsor shall receive such Vesting Founder Shares, and all proceeds thereof, in connection with such Liquidation Event.

vi. At any time prior to the Vesting Release Date, the Sponsor agrees that it shall not Transfer any Vesting Founder Shares except as otherwise permitted pursuant to Section 5(c) below, and the Vesting Founder Shares shall include customary transfer legends on any certificates for the Vesting Founder Shares reflecting such restriction. At the time that any Vesting Founder Shares become vested pursuant to this Section 5(a), New PubCo shall remove any legends, stock transfer restrictions, stop transfer orders or similar restrictions with respect to the Vesting Founder Shares related to such vesting (other than, for the avoidance of doubt, those that relate to any applicable and then-existing transfer restrictions applicable during the Lock-Up Period with respect to such Vesting Founder Shares pursuant this Sponsor Letter Agreement, the Business Combination Agreement or any other Transaction Agreements).

vii. The Sponsor shall not, and hereby waives any right to, vote (whether at any meeting of the holders of New PubCo Ordinary Shares, by written resolution or otherwise) the Vesting Founder Shares owned by it during any period of time that such Vesting Founder Shares are subject to vesting pursuant to the terms of this Section 5.

viii. Any dividends or other distributions paid with respect to the Vesting Founder Shares during any period of time that such Vesting Founding Shares are subject to vesting pursuant to the terms of this Section 5 shall be deposited by New PubCo for the benefit of the Sponsor in a separate account held and maintained solely for the benefit of Sponsor (the “Escrow Account”), subject to the terms and conditions of that certain Escrow Agreement to be entered into by and between the parties hereto in form and substance attached as Exhibit A (the “Escrow Agreement”). The parties agree that for U.S. federal, state and local tax purposes, Sponsor is the owner of the Vesting Founder Shares and the Escrow Account, and in furtherance of the foregoing, Sponsor will be treated as the recipient of (A) any dividends or other distributions paid with respect to the Vesting Founder Shares (“Dividends”) and (B) any interest or other income or gains earned with respect to amounts held in the Escrow Account (“Escrow Income”), whether or not ultimately distributed from the Escrow Account to Sponsor. Upon the vesting of any Vesting Founder Shares pursuant to this Section 5, New PubCo shall instruct the escrow agent to release any amounts held in the Escrow Account (including Dividends and Escrow Income) in respect of such Vesting Founder Shares to Sponsor. In the event that any Vesting Founder Shares are forfeited pursuant to the terms of this Section 5, then any amounts held in the Escrow Account (including Dividends and Escrow Income) in respect of such Vesting Founder Shares forfeited pursuant to this Section 5 shall be distributed from the Escrow Account to the Company, such payment to be made in the manner set forth in the Escrow Agreement. For the avoidance of doubt, no tax reporting shall be required in respect of the release of all or a portion of any amounts from the Escrow Account to Sponsor, and Sponsor shall be responsible for paying taxes (including any penalties and interest thereon) on all taxable Dividends and any Escrow Income, and for filing all necessary tax returns with respect to such income.

ix. Except as otherwise provided in this Sponsor Letter Agreement, the Sponsor shall retain all of its rights as a shareholder of New PubCo with respect to the Vesting Founder Shares owned by it during any period of time that such shares are subject to vesting pursuant to the terms of this Section 5(a).

x. Notwithstanding the expiration of any Lock-Up Period with respect to any Vesting Founder Shares, such Vesting Founder Shares shall remain subject to any applicable restrictions set forth in Section 5 until vested or forfeited in accordance with the terms of this Section 5.

(b) The Sponsor and the Insiders agree that they shall not Transfer: (i) any Founder Shares until 24 months after the completion of the Closing (the “Founder Shares Lock-Up”); and (ii) any Private Placement Warrants (or any New PubCo Ordinary Shares underlying the Private Placement Warrants) until 30 days after the completion of the Closing (the “Private Placement Warrants Lock-Up”, together with the Founder Shares Lock-Up, the “Lock-Up”). Notwithstanding the foregoing, (i) 50% of the Founder Shares shall be released from the Lock-Up 12 months subsequent to the Closing Date, (ii) an additional 25% of the Founder Shares (i.e. totaling an aggregate of 75% of the Founder Shares) shall be released from the Lock-Up 18 months subsequent to the Closing Date, and (iii) the remaining 25% of the Founder Shares (i.e. totaling an aggregate of 100% of the Founder Shares) shall be released from the Lock-Up 24 months subsequent to the Closing Date. For clarity, any shares acquired pursuant to that certain Subscription Agreement shall not be bound by the Lock-Up. The Lock-Up shall terminate and be of no further force or effect upon the date of a liquidation, merger, capital stock exchange, reorganization, sale of all or substantially all assets or other similar transaction involving New PubCo upon the consummation of which holders of New PubCo Ordinary Shares would be entitled to exchange their New PubCo Ordinary Shares for cash, securities or other property following the Closing (a “Liquidation Event”).

(c) Notwithstanding the provisions set forth in paragraphs 5(a)-(b), Transfers of Founder Shares or Private Placement Warrants (or any New PubCo Ordinary Shares underlying the Private Placement Warrants) subject to the Lock-Up (the “Lock-Up Securities”) are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Lock-Up Securities, or Ordinary Shares, as applicable, were originally purchased; (vi) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (vii) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination; (ix) in connection with a pledge of Lock-Up Securities to a financial institution, including the enforcement of any such pledge by a financial institution; and provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.

3. Effective as of immediately prior to, and conditioned upon the occurrence of, the Closing (as defined in the Business Combination Agreement), Section 8 of the Letter Agreement shall be deleted in its entirety and shall be of no further force and effect

4. Each Insider hereby acknowledges that it has read the Business Combination Agreement and this Amendment and has had the opportunity to consult with its tax and legal advisors. Each Insider hereby agrees that such Insider shall be bound by and comply with Sections 8.10 (No Solicitation) and 8.4 (Confidentiality; Communications Plan; Access to Information) of the Business Combination Agreement (and any relevant defined terms contained in any such Sections) as if such Insider was an original signatory to the Business Combination Agreement with respect to such provisions.

5. Contingent upon and effective as of the Third Effective Time (as defined in the Business Combination Agreement), pursuant to Section 17.4 of the SPAC Governing Documents, the Sponsor, in its capacity as holder of one hundred percent (100%) of the Founder Shares, and subject to the last sentence of this Section 3, hereby irrevocably and unconditionally waives and agrees not to exercise, assert or perfect, any rights to adjustment or other anti-dilution protections with respect to the Initial Conversion Ratio (as defined in the SPAC Governing Documents), including those rights that would otherwise apply pursuant to Section 17.3 of the SPAC Governing Documents as a result of the issuance of New PubCo Ordinary Shares (as defined in the Business Combination Agreement) in connection with the transactions contemplated by the Business Combination Agreement or any Transaction Agreement pursuant to the PIPE Investment (as defined in the Business Combination Agreement) such that the New PubCo Ordinary Shares issued pursuant to the PIPE Investment are excluded from the determination of the number of New PubCo Ordinary Shares issuable upon conversion of the Founder Shares pursuant to Section 17.3 of the SPAC Governing Documents. For the avoidance of doubt, the foregoing waiver and agreement does not include the Sponsor’s rights under Section 17.8 of the SPAC Governing Document, which provides that in no event may any Founder Share convert into New PubCo Ordinary Shares at a ratio that is less than one-for-one.

6. On the Closing Date, the Sponsor shall deliver to New PubCo a duly executed copy of the A&R Registration Rights Agreement (as defined in the Business Combination Agreement), in substantially the form attached as Exhibit D to the Business Combination Agreement.

7. In the event of any equity dividend or distribution, or any change in the equity interests of the Company or New PubCo by reason of any equity dividend or distribution, equity split, reverse stock-split, consolidation of shares, recapitalization, combination, conversion, exchange of equity interests or the like, the terms “Founder Shares,” “Private Placement Warrants” and “Warrants” shall be deemed to refer to and include the Founder Shares, Private Placement Warrants and Warrants, as the case may be, as well as all such equity dividends and distributions and any securities into which or for which any or all of the Founder Shares, Private Placement Warrants or Warrants, respectively, may be changed or exchanged or which are received in such transaction (including the New PubCo Ordinary Shares into which such shares are converted and the warrants to purchase New PubCo Ordinary Shares into which such warrants are converted as a result of the consummation of the transactions contemplated by the Business Combination Agreement or any Transaction Agreement).

8. References to “Founder Shares Lock-Up Period” in the Letter Agreement are hereby deleted and replaced with “Lock-Up Period”.

9. Each Insider hereby irrevocably and unconditionally agree that, if any amounts are outstanding under any Working Capital Loan extended to the Company or any Subsidiary of the Company by any Insider as of the Closing, then, notwithstanding the terms of any promissory note or other document evidencing such Working Capital Loan or any other agreement or contract to which the Company or an Insider is bound, except as otherwise consented to by New PubCo, the Company shall repay such outstanding amounts to such Insider at the Closing solely in cash, and such Insider shall not require, and hereby waives any right to require, any portion of such repayment to occur in the form of SPAC Shares, New PubCo Ordinary Shares or any other form.

10. Except as expressly amended, modified and/or supplemented by this Amendment, all terms, conditions and provisions of the Letter Agreement are and will remain in full force and effect and as hereby amended are hereby ratified and confirmed by the parties to the Letter Agreement and this Amendment in all respects, including, for the avoidance of doubt, Section 4(b) of the Letter Agreement. From and after the date of this Amendment, New PubCo and Lavoro shall be parties to the Letter Agreement for all purposes thereof as if an original signatory thereof and shall have all the rights and entitlements of the “Company” thereunder.

11. In the event of any inconsistency or conflict between the terms and provisions of the Letter Agreement, on the one hand, and this Amendment, on the other hand, the terms and provisions of this Amendment shall govern and control.

12. The provisions contained in Sections 9 (Termination), 12 (Entire Agreement), 13 (Assignment), 14 (Counterparts), 15 (Effect of Headings), 16 (Severability), 17 (Governing Law), and 18 (Notices) of the Letter Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis, and made a part of this Amendment as if set forth fully herein.

13. Each Insider hereby represents and warrants to the Company and New PubCo that:

(a)  Each Insider holds good, valid and marketable title to the Equity Interests set forth opposite such Insider’s name on Schedule A, free and clear of any mortgage, pledge, security interest, conditional sale or other title retention agreement, encumbrance, lien, easement, option, debt, charge, claim or restriction of any kind except as set forth in Schedule A.

(b) Each Insider has full power and authority (including any spouse consent) to enter into this Amendment, and this Amendment, assuming the due authorization, execution and delivery of this Amendment by all other parties, constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy Legal Requirements, other similar Legal Requirements affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

(c) Neither the execution and delivery of this Amendment by the Insider nor the performance of the Insider’s obligations hereunder (i) violates any provision of any Legal Requirements applicable to the Insider, (ii) would, directly or indirectly, result in any breach of any provision of the such Insider’s Governing Documents, (iii) conflicts with, result in a breach under or give rise to any right of termination of any document, agreement or instrument to which the Insider is a party, or (iv) result in the creation or imposition of any mortgage, pledge, security interest, conditional sale or other title retention agreement, encumbrance, lien, easement, option, debt, charge, claim or restriction of any kind upon the Equity Interests except as disclosed on Schedule A.

(d) No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any court, administrative agency or commission or any other governmental authority, instrumentality, agency or commission or any third party (including a party to any agreement with the Insider), is required by or with respect to the delivery of this Amendment and the consummation of the transactions contemplated hereby.

(e) The Insider is the beneficial and record owner of the Equity Interests set forth next to the Insider’s name on Schedule A. The Equity Interests collectively constitute 100% of the Insider’s interest in the Company and the Insider does not own, beneficially or of record, any other equity, equity-linked or similar securities of the Company or any of its Subsidiaries or have the right to acquire any equity, equity-linked or similar securities of the Company or any of its Subsidiaries. The Insider acknowledges that the Insider’s execution and delivery of this Amendment in respect of such Equity Interests held by such Insider is a material inducement to New PubCo’s willingness to enter into and consummate the transactions contemplated by the Business Combination Agreement. By executing this Amendment, each Insider further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any person, with respect to any of the Equity Interests except as disclosed on Schedule A. The Insider has the sole right to vote (and provide consent in respect of, as applicable) the Equity Interests set forth next to the Insider’s name on Schedule A and, except for this Amendment, the Business Combination Agreement and as disclosed on Schedule A, the Insider is not party to or bound by (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Insider to Transfer any of the Equity Interests or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Equity Interests.

(f) There is no Legal Proceeding pending or, to the Insider’s knowledge, threatened against or involving the Insider or any of its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Insider to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Amendment in any material respect.

(g) There is no Order or Legal Requirement issued by any court of competent jurisdiction or other Governmental Entity, or other legal restraint or prohibition relating to the Insider or any of its Affiliates that could reasonably be expected to adversely affect the ability of the Insider to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Amendment in any material respect.

(h) The Insider, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Lavoro and New PubCo and the transactions contemplated by this Amendment, the Business Combination Agreement and the other Transaction Agreements and (ii) it has been furnished with or given access to such documents and information about Lavoro and New PubCo and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Amendment or the other Transaction Agreements to which he, she or it is or will be a party and the transactions contemplated hereby and thereby.

(i) In entering into this Amendment and the other Transaction Agreements to which it is or will be a party, the Insider has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Transaction Agreements to which it is or will be a party and no other representations or warranties of the Company or New PubCo (including, for the avoidance of doubt, none of the representations or warranties of the Company or New PubCo set forth in the Business Combination Agreement or any other Transaction Agreement) or any other Person, either express or implied, and the Insider, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Amendment or in the other Transaction Agreements to which it is or will be a party, none of the Company or New PubCo or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Amendment, the Business Combination Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby.

[Signature Pages Follow]

Sincerely,
TPB ACQUISITION SPONSOR I, LLC
By:	/s/ David Friedberg
Name:	David Friedberg
Title:	Manager

[Signature Page to Amendment to Letter Agreement]

Acknowledged and Agreed:

TPB ACQUISITION CORPORATION I

By:	/s/ David Friedberg
Name:	David Friedberg
Title:	Chief Executive Officer

[Signature Page to Amendment to Letter Agreement]

Acknowledged and Agreed:

DIRECTORS AND OFFICERS OF TPB ACQUISITION CORPORATION I

/s/ David Friedberg

David Friedberg

/s/ William Hauser

William Hauser

/s/ Bharat Vasan

Bharat Vasan

/s/ Kelly Cooper

Kerry Whorton Cooper

/s/ Neil Renninger

Neil Renninger

/s/ April Underwood

April Underwood

[Signature Page to Amendment to Letter Agreement]

Acknowledged and Agreed:

LAVORO AGRO LIMITED
By:	/s/ Ruy Cunha
Name:	Ruy Marcos Laguna Cunha
Title:	Director
By:	/s/ Laurence Gomes
Name:	Laurence Beltrão Gomes
Title:	Chief Financial Officer

[Signature Page to Amendment to Letter Agreement]

Acknowledged and Agreed:

LAVORO LIMITED
By:	/s/ Daniel Fisberg
Name:	Daniel Fisberg
Title:	Director
By:	/s/ Peter Estermann
Name:	Peter Estermann
Title:	Director

[Signature Page to Amendment to Letter Agreement]

Exhibit A

Escrow Agreement

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED REGISTRATION AGREEMENT

This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of        , 2022, is made and entered into by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo” or the “Company”), TPB Acquisition Corporation I, a Cayman Islands exempted company (the “SPAC”), 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 ‎5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the SPAC, the Sponsor and certain other parties are party to that certain Registration Rights Agreement, dated as of August 13, 2021 (the “Original RRA”);

WHEREAS, the Company, the SPAC, Lavoro Agro Cayman, an exempted company incorporated with limited liability in the Cayman Islands (“Lavoro”), and certain other parties entered into that certain Business Combination Agreement, dated as of (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the parties to the Business Combination Agreement are consummating the business combination involving Lavoro contemplated thereunder (the “Business Combination”);

WHEREAS, as a result of the transactions contemplated in the Business Combination Agreement, the Company has                Class A ordinary shares, par value $0.001 per share (the “Ordinary Shares”), issued and outstanding;

WHEREAS, pursuant to Section 6.8 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the SPAC and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor is a Holder of at least a majority-in-interest of the Registrable Securities as of the date hereof;

WHEREAS, the Sponsor and the other parties hereto desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree that the Original RRA is hereby amended and restated in its entirety, as of and contingent upon the closing of the Business Combination, as follows:

ARTICLE 1
DEFINITIONS

1.1.          Definitions. The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Additional Holder” shall have the meaning given in Section ‎5.15.

“Additional Holder Ordinary Shares” shall have the meaning given in Section ‎5.15.

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company, after  consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

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“Agreement” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Business Combination” shall have the meaning given in the Recitals.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble.

“Closing” shall have the meaning given in the Business Combination Agreement.

“Closing Date” shall have the meaning given in the Business Combination Agreement.

“Demanding Holder” shall have the meaning given in subsection ‎2.2.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form F-1 Shelf” shall have the meaning given in subsection ‎2.1.1.

“Form F-3 Shelf” shall have the meaning given in subsection ‎2.1.1.

“Founder Shares” shall mean the Class B Ordinary Shares and shall be deemed to include the Ordinary Shares issuable upon conversion thereof (including the securities of the Company into which the Founder Shares are converted as a result of the consummation of the transactions contemplated by the Business Combination Agreement).

“Holders” shall have the meaning given in the Preamble.

“Maximum Number of Securities” shall have the meaning given in subsection 2.2.2.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Ordinary Shares” shall have the meaning given in the Recitals hereto.

“Permitted Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the lock-up period under the Sponsor Letter Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

“Piggyback Registration” shall have the meaning given in subsection ‎2.3.1.

“Private Placement Warrants” shall have the meaning given in the Original RRA (including the securities of the Company into which the Private Placement Warrants are converted as a result of the consummation of the transactions contemplated by the Business Combination Agreement).

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

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“Registrable Security” shall mean (a) any Ordinary Shares issued or issuable upon the exercise of any other security of the Company (including the Private Placement Warrants) held by a Holder as of immediately following the Closing, (b) any Ordinary Shares or any other equity security of the Company acquired by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (“Rule 144”)) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, (c) any Additional Holder Ordinary Shares and (d) any other equity security of the Company issued or issuable with respect to any such Ordinary Share referenced in clauses (a), (b) or (c) by way of a share capitalization, share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 (but with no volume or other restrictions or limitations, including as to manner or timing of sale); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; provided, further, that notwithstanding anything to the contrary in this Agreement, no Ordinary Shares received by a Holder as a result of the conversion of any class A ordinary shares, par value $0.0001 per share, of SPAC subscribed for pursuant to a PIPE Investment (as defined in the Business Combination Agreement) shall be deemed to constitute Registrable Securities hereunder (for the avoidance of doubt, such Ordinary Shares shall instead benefit from the registration rights, if any, provided for under the agreement(s) relating to such PIPE Investment(s)).

“Registration” shall mean a registration effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the documented, out-of-pocket expenses of a Registration incurred by the Company, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one (1) U.S. legal counsel selected by the majority-in-interest of the Demanding Holders.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

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“Shelf” shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Sponsor” shall have the meaning given in the Recitals hereto.

“Sponsor Letter Agreement” shall mean that certain letter agreement, dated as of August 13, 2021, by and between the Company, the Sponsor and the Insiders, as amended.

“Sponsor Director” means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.

“Subsequent Shelf Registration Statement” shall have the meaning given in subsection 2.1.2.

“Takedown Requesting Holder” shall have the meaning given in subsection 2.2.1.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in subsection 2.2.1.

ARTICLE 2
REGISTRATIONS AND OFFERINGS

2.1.          Shelf Registrations.

2.1.1.            Filing. Within 30 calendar days following the Closing Date, the Company shall use commercially reasonable efforts to submit to or file with the Commission a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3 Shelf”), if the Company is then eligible to use a Form F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the 90th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any outstanding Registrable Securities. In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3. In no event shall a Holder be identified as a statutory underwriter in a Registration Statement unless requested by the Commission. The Company’s obligation under this subsection ‎2.1.1, shall, for the avoidance of doubt, be subject to Section ‎3.4.

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2.1.2.            Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration Statement shall be on Form F-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this subsection ‎2.1.2, shall, for the avoidance of doubt, be subject to Section ‎3.4.

2.1.3.            Additional Registrable Securities. Subject to Section ‎3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of one or more Holders holding, individually or collectively, at least 10% of the Registrable Securities, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered once per calendar for the Sponsor.

2.2. Underwritten Shelf Takedowns.

2.2.1.            Requests for Underwritten Shelf Takedowns. At any time and from time to time after a Shelf has been declared effective by the Commission, the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holders, in the aggregate, with a total offering price (including piggyback Registrable Securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $30,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any Holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such Takedown Requesting Holder (including to those set forth herein). Subject to subsection ‎2.5.4, the Company shall have the right to select the Underwriter or Underwriters for such Underwritten Shelf Takedown (which shall consist of one or more reputable nationally recognized investment banks), subject to the majority-in-interest of the Demanding Holders’ approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this subsection ‎2.2.1 in any twelve (12)-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effectuate any Underwritten Offering pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering

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2.2.2.            Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Demanding Holders that can be sold without exceeding the Maximum Number of Securities, determined pro rata based on the respective number of Registrable Securities that each Demanding Holder has so requested to be included in such Underwritten Shelf Takedown; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.

2.2.3.        Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of subsection ‎2.2.1, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection ‎2.2.3 (other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this subsection ‎2.2.3).

2.3. Piggyback Registration.

2.3.1.        Piggyback Rights. Subject to subsection ‎2.5.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section ‎2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto, (iii) for an offering of debt that is convertible into equity securities of the Company (iv) for a dividend reinvestment plan, (v) for a Block Trade or (vi) for an Other Coordinated Offering, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than 10 days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) business days after receipt of such written notice (such registered offering a “Piggyback Registration”). Subject to subsection ‎2.3.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection ‎2.3.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection ‎2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Underwritten Offering by the Company.

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2.3.2.        Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the Ordinary Shares or other equity securities, if any, as to which Registration or registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section ‎2.2 hereof, and (iii) the Ordinary Shares or other equity securities, if any, as to which a Registration or registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(a)            If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection ‎2.3.1 hereof, pro rata based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register its Registrable Securities pursuant to subsection ‎2.3.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b)            If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection ‎2.3.1, pro rata, pro rata based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register its Registrable Securities pursuant to subsection ‎2.3.1 hereof, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

(c)            if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section ‎2.2, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection ‎2.2.2.

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2.3.3.        Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by subsection ‎2.2.3) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection ‎2.3.3.

2.4.          Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the outstanding Ordinary Shares (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

2.5.          Block Trades; Other Coordinated Offerings.

2.5.1.        Notwithstanding any other provision of this Article 2, but subject to Section ‎3.4, at any time and from time to time when an effective Form F-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow” (including without limitation a same day trade, overnight trade or similar transaction) off of such Form F-3 Shelf, an offer commonly known as a “block trade” (a “Block Trade”), or (b) an “at the market” or similar registered offering off of such Form F-3 Shelf through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed $30,000,000 in the aggregate, net of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, provided that the total offering price is reasonably expected to exceed $30,000,000 in the aggregate, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least three Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

2.5.2.        Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from a Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Block Trade or Other Coordinated Offering g. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Block Trade or Other Coordinated Offering prior to a withdrawal under this subsection ‎2.5.2

2.5.3.        Notwithstanding anything to the contrary in this Agreement, Section 2.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

2.5.4.        The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

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2.5.5.        Demanding Holders in the aggregate may demand no more than two Block Trades or Other Coordinated Offerings pursuant to this Section ‎2.5 in any 12-month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section ‎2.5 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to subsection ‎2.2.1 hereof.

ARTICLE 3
COMPANY PROCEDURES

3.1.          General Procedures. If at any time on or after the date hereof the Company is required to effect the Registration of Registrable Securities, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as soon as reasonably practicable:

3.1.1.        prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or have ceased to be Registrable Securities;

3.1.2.        prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;

3.1.3.        prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);

3.1.4.        prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5.        cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

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3.1.6.        provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7.        advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8.        at least three days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section ‎3.4), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

3.1.9.        notify the Holders of Registrable Securities at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section ‎3.4;

3.1.10.      in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11.      obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such Underwriters, broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters for a transaction of its type as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12.      in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, to the extent customary for a transaction of its type, obtain an opinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.13.      in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

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3.1.14.      make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated by the Commission then in effect);

3.1.15.      with respect to an Underwritten Shelf Takedown involving gross proceeds in excess of $50,000,000, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.16.      otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter, broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a Registration as an Underwriter, broker, sales agent or placement agent, as applicable.

3.2.          Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as any brokerage fees, and, other than as set forth in the definition of “Registration Expenses,” all legal fees and expenses of any legal counsel representing the Holders. It is further understood that the Company shall not be responsible for any costs or expenses incurred by any Underwriter (including, for the avoidance of doubt, legal fees and expenses of any counsel to the Underwriters).

3.3.          Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information in writing, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company reasonably determines, based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section ‎3.3 shall not affect the Registration of any other Holder’s Registrable Securities to be included in such Registration.

3.4.          Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

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3.4.1.        If (i) the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, or (ii) the majority of the Board determines to delay the filing or initial effectiveness of, or suspend use of, a Registration Statement and such delay or suspension arises out of, or is a result of, or is related to or is in connection with any statement or communication that relates to changes to historical accounting policies of Company or the SPAC in connection with any order, directive, guideline, comment or recommendation from the Commission with respect to securities issued in, or other matters related to, the SPAC’s initial public offering, then the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

3.4.2.        Subject to subsection ‎3.4.3, (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Registration Statement, or (b) if, pursuant to Section ‎2.2, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Sections ‎2.2 or ‎2.5.

3.4.3.        The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to subsection ‎3.4.1 or a registered offering pursuant to subsection ‎3.4.2 shall not be exercised by the Company, on more than three (3) occasions or for more than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve (12)-month period.

3.4.4.        Notwithstanding anything herein to the contrary, if the Commission prevents the Company from including any or all of the Registrable Securities proposed to be registered for resale under a Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the applicable Holders or otherwise, (a) such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission and (b) the number of Registrable Securities to be registered for each selling Holder named in the Registration Statement shall be reduced pro rata among all such selling Holders; and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file a new Registration Statement to register such Registrable Securities not included in the initial Registration Statement and shall use commercially reasonable efforts to have such amendment or Registration Statement to become effective as promptly as practicable.

3.5.          Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings, provided that any documents publicly filed or furnished with the Commission pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to this Section ‎3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to the Company). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

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ARTICLE 4
INDEMNIFICATION AND CONTRIBUTION

4.1.          Indemnification.

4.1.1.        The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person or entity who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2.        In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or caused to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against any and all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the total liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3.        Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

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4.1.4.        The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5.        If the indemnification provided under Section ‎4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection ‎4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections ‎4.1.1, ‎4.1.2 and ‎4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection ‎4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection ‎4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection ‎4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.

ARTICLE 5
MISCELLANEOUS

5.1.          Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed:

if to the Company, to:

Lavoro Agro Limited
Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501
São Paulo—SP, 04548-005, Brazil
Attention: Laurence Beltrão Gomes
Email: [***]

with a copy to (which shall not constitute notice):

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention: Manuel Garciadiaz
Email: [***]

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if to the Sponsor, to:

TPB Acquisition Corporation I
1 Letterman Drive, Suite A3-1
San Francisco, CA 94129
Attention: David Friedberg
Email: [***]

with copy to (which shall not constitute notice):

Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, CA 94111
Attention: Rachel Proffitt
Email: [***]

and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records.

Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective 30 days after delivery of such notice as provided in this Section ‎5.1.

5.2.          Assignment; No Third Party Beneficiaries.

5.2.1.        This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2.        This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.3.        This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section ‎5.2 hereof.

5.2.4.        No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section ‎5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section ‎5.2 shall be null and void.

5.3.          Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

5.4.          Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, “pdf”, “tif” or “jpg”) and other electronic signatures (including DocuSign and AdobeSign). The use of electronic signatures and electronic records (including any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act and any other applicable law. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature.

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5.5.          Entire Agreement; Restatement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. Upon the Closing, the Original RRA shall no longer be of any force or effect.

5.6.          Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.7.          WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

5.8.          Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.9.          Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

5.10.        Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

5.11.        Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

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5.12.        Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.13.        Term. This Agreement shall terminate, with respect to any Holder, upon the earlier of (i) the fourth anniversary of the date of this Agreement or (ii) the date as of which such Holder no longer holds any Registrable Securities. The provisions of Section ‎3.5 and Article 4 shall survive any termination.

5.14.        Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.

5.15.        Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section ‎5.2 hereof, subject to the prior written consent of the Sponsor, the Company may make any person or entity who acquires Ordinary Shares or rights to acquire Ordinary Shares after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Ordinary Shares then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Ordinary Shares”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Ordinary Shares.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:
LAVORO LIMITED
By:
Name:	Daniel Fisberg
Title:	Director
By:
Name:	Peter Estermann
Title:	Director

[Signature Page to A&R Registration Rights Agreement]

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HOLDERS:
TPB ACQUISITION SPONSOR I, LLC
By:
Name:	David Friedberg
Title:	Manager

William Hauser

Bharat Vasan

Kerry Whorton Cooper

Neil Renninger

April Underwood

[Signature Page to A&R Registration Rights Agreement]

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NEW HOLDERS:

[For New Holders who are entities]

By:

Name:

Title:

[Signature Page to A&R Registration Rights Agreement]

20

[For New Holders who are individuals]

[Name]

[Signature Page to A&R Registration Rights Agreement]

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EX-99.1

Exhibit 99.1

Lavoro to Become Publicly Traded Through Business Combination with
The Production Board’s Special Purpose Acquisition Company, TPB Acquisition Corporation I

● Lavoro is Brazil’s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs; enables farmers to adopt breakthrough technology and boost productivity

● Upon listing, Lavoro will become the first US-listed pure-play Latin American agricultural inputs retailer

● Transaction aims to bring together The Production Board’s agriculture technology expertise and Lavoro’s portfolio of businesses and market penetration to help transform Latin America into a global breadbasket, improving global food security and sustainability

● Lavoro’s proprietary biologics products help reduce cost for farmers while increasing yields with less water, land and carbon footprint

● Lavoro’s Pro Forma Adjusted EBITDA is projected to be $172 million in calendar year 2022E and $279 million in calendar year 2023E, implied initial Enterprise Value of approximately $1.2 billion, representing a multiple of 7.1x on calendar year 2022E and 4.4x on calendar 2023E Pro Forma Adjusted EBITDA

● The Production Board to invest $100 million in a private placement of common equity at $10.00 per share concurrent with the closing of the proposed business combination, with an estimated $225 million of net cash proceeds to Lavoro assuming no redemptions of Class A ordinary shares of TPB Acquisition Corp.

● David Friedberg, founder of The Production Board and The Climate Corporation, is expected to become a Lavoro board member upon closing of the proposed business combination

San Francisco, California, and São Paulo, Brazil (September 15, 2022) – TPB Acquisition Corporation I (“TPB Acquisition Corp.”) (Nasdaq: TPBA, TPBAW, TPBAU), a special purpose acquisition company sponsored by The Production Board (“TPB”), and Lavoro Limited (“Lavoro” or the “Company”), a leading agricultural inputs retailer in Latin America, today announced that they have entered into a definitive business combination agreement that will result in Lavoro becoming a US publicly listed company.

The transaction is expected to close in the fourth quarter of 2022, subject to the satisfaction of customary closing conditions (including the approval of the shareholders of TPB Acquisition Corp.), a new US publicly-listed entity is expected to be listed on the Nasdaq under the ticker symbol “LVRO.” Upon listing, Lavoro will become the first US-listed pure-play Latin American agricultural inputs retailer.

As a public company backed by one of the most seasoned investors in the agriculture sector, Lavoro will support the delivery and adoption of emerging agriculture technologies to Latin American farmers, helping increase yields using less land, water, and energy.

“We have already driven significant year-over-year growth and delivered meaningful value to farmers – and we think the next steps in our journey will have even greater positive impact,” said Ruy Cunha, Chief Executive Officer of Lavoro. “TPB shares our vision for the future of agriculture as sustainable and technology-forward, thanks to emerging digital, genomic, and biological solutions. TPB’s world-class ag-tech expertise can enhance Lavoro’s solutions portfolio; together, we can expand Lavoro’s lead position in sustainable agriculture.”

The Production Board is a San Francisco-based investment holding company founded and led by David Friedberg, founder of The Climate Corporation, which Monsanto acquired in 2013. The Climate Corporation’s flagship platform, Climate Fieldview^TM, remains the world’s leading digital agronomy software platform, used by farmers on over 180 million acres across 23 countries.

Following the proposed business combination with TPB Acquisition Corp., Lavoro expects to increase market share through retail expansion, continued operational improvements, and additional acquisitions.

TPB expects to support the acceleration of Lavoro’s digital agronomy and service offerings as a strategic advisor and through leadership and partnership development. TPB CEO and founder David Friedberg is expected to join Lavoro’s board of directors upon the close of the proposed business combination.

“It is rare to find a business with such a strong financial profile – significant scale, growth, and profitability with so much headroom to grow for years to come – all while having the potential to make a real impact on global food security and sustainability. We are excited to make our largest investment to-date and partner closely with management and the board of directors of Lavoro to drive value creation for years to come,” Friedberg said. “Latin America is a key breadbasket for a fragile and changing world. We must do all we can to help farmers with the best technology, tools, and services to sustainably increase productivity in this key region.”

Latin America’s leading independent agricultural inputs retailer – a scaled, profitable, and growing business

São Paulo-based Lavoro was founded in 2017, and has a broad geographical presence in Latin America, currently encompassing Brazil, Colombia and Uruguay. Through the acquisitions of more than 20 small- and medium-sized companies, Lavoro has become Brazil’s largest agricultural inputs retailer by revenue and market share.

The company offers farmers a comprehensive portfolio of agriculture input products including seed, fertilizer, crop protection, emerging biologics and other specialty products. Lavoro’s 878 technical sales representatives meet with more than 53,000 customers on farms and at Lavoro’s 193 retail locations to help plan, purchase the right inputs, and manage farming operations to optimize outcomes.

Lavoro’s vertically-integrated crop inputs business, “Crop Care,” is a major supplier of biologics and specialty fertilizers in Brazil. Operating at the forefront of agriculture technology, the company’s portfolio of proprietary biologics enables farmers to protect their crops from disease, pests, and weeds without the carbon and environmental persistence of traditional synthetic crop chemistry – while helping to improve soil health and productivity with lesser need for synthetic fertilizers. Biologics are the fastest growing segment of agricultural inputs across Latin America, with total sales growing at an estimated 26% CAGR between 2017 and 2021.

Demonstrating the success of its acquisitions and organic growth playbook, Lavoro is estimated to have grown its pro forma revenue at a compound annual growth rate, or CAGR, of 53% CAGR between FY 2020 and FY 2022E, with its fiscal years ending on June 30. At the same time, Lavoro has also achieved robust organic growth through retail and product portfolio expansion, as well as operational improvements.

In 2020, Lavoro launched its digital commerce offering, allowing farmers to buy their inputs directly online. Digital commerce is estimated to have accounted for $81 million, or 5%, of sales in FY2022E. Moreover, Lavoro’s expansion of its digital agronomy services help farmers improve their productivity and make better decisions by selecting the optimal products through a detailed analysis of soil chemistry, microbiome, and weather data.

Lavoro is projected to realize $2.3 billion in Pro Forma revenue in CY 2022E, a 63% increase from CY 2021, and $3.2 billion in Pro Forma revenue in CY 2023E, a 40% increase from CY 2022E. In addition, the Company is projected to improve Pro Forma Adjusted EBITDA margins and is expected to realize Pro Forma Adjusted EBITDA of $172 million in CY 2022E and $279 million in CY 2023E.

The urgent need to boost food security, sustainably

Thanks to its strategic position as a key player across the world’s largest agricultural exporting region, Lavoro has the ability to transform Latin American agriculture and strengthen global food security at a time when global food supply chains have become increasingly unstable.

Over 750 million people in 2021 were living with under 1,200 calories a day, according to the Food and Agricultural Organization of the United Nations (FAO), an increase of nearly 200 million in the last four years. To feed a growing population, the amount of calories produced must increase by 56% by 2050, according to the FAO.

Proven technologies to increase yields are already available but need to scale up in every region – particularly among small and mid-sized farmers in Latin America. The key to reaching these farmers and empowering them with the best technology is the agricultural retailer.

65% of Brazilian farmland is managed by farmers with 250 to 25,000 acres under production, clearly indicating that small farmer productivity in Brazil, and Latin America more widely, is a key part of the solution. Thanks to Lavoro’s business model focused on direct collaboration with farmers to drive technology adoption, Lavoro can play a key role in increasing the agricultural sector’s productivity sustainably.

Transaction Overview and Shareholder Alignment

The proposed business combination values Lavoro, following the business combination, at an implied initial Enterprise Value of approximately $1.2 billion. The transaction is expected to result in up to $225 million in net cash proceeds to Lavoro after closing (assuming no redemptions), including the contribution of up to $180 million from the cash held in the trust account of TPB Acquisition Corp. and $100 million that TPB intends to invest through a private placement at $10.00 per share; $30 million in secondary proceeds to investment funds managed by Patria Group, the controlling shareholders of Lavoro, and $25 million in expected transaction fees and expenses.

The implied Enterprise Value equals 7.1x Pro Forma Adjusted EBITDA for Lavoro in calendar year 2022E and 4.4x Pro Forma Adjusted EBITDA for calendar year 2023E.

At the closing of the proposed business combination, TPB will vest two-thirds of its sponsor promote shares in equal tranches based on the share price trading above each of the $12.50 and $15.00 levels for 20 out of 30 trading days within 3 years after closing of the proposed business combination. TPB and investment funds managed by Patria Group have agreed to a two year shareholder lockup, subject to certain exceptions, with shares being released from lockup at 6, 12, 18, and 24 months.

Lavoro plans to use the net proceeds for investment activities and growth initiatives, including:

● organic expansion of its retail footprint with new stores;

● acquisitions of additional agricultural retail and input companies;

● introduction of new sustainable products and technological services; and

● expansion of operations throughout Latin America.

Existing Lavoro shareholders, including investment funds managed by Patria Group, will roll 100% of their equity for the first $250 million in gross primary proceeds into the combined company and will own approximately 74% of the combined company after closing of the proposed business combination, assuming no redemptions.

The transaction, which has been unanimously approved by the boards of directors of both Lavoro and TPB Acquisition Corp., is subject to approval by TBP Acquisition Corp.I shareholders and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2022.

Investor Call Information

A joint presentation made by the management teams of Lavoro and TPB regarding the transaction is available on the websites of Lavoro at ir.lavoroagro.com and TPB Acquisition Corp. at www.tpbac.com/.

Additional information about the proposed transaction, including the business combination agreement and investor presentation, will be furnished as an exhibit in a Current Report on Form 8-K to be filed by TPB Acquisition Corp. with the Securities and Exchange Commission and available at www.sec.gov.

Advisors

Barclays Capital Inc. is serving as capital markets advisor to TPB Acquisition Corp. Cooley LLP is acting as legal advisor to TPB Acquisition Corp., Davis Polk & Wardwell LLP is acting as legal advisor to Lavoro, and White & Case LLP is acting as legal counsel to Barclays.

About Lavoro

Lavoro is Brazil’s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs. Through a complete portfolio, Lavoro empowers farmers to adopt breakthrough technology and boost productivity. Founded in 2017, Lavoro has a broad geographical presence, operating in Brazil, Colombia, and Uruguay. Lavoro’s 878 technical sales representatives meet with more than 53,000 customers on farms and at 193 retail locations multiple times per year to help them plan, purchase the right inputs, and manage their farming operations to optimize outcomes.

In addition to its retail footprint, Lavoro’s “Crop Care” business segment is a vertically-integrated producer of specialty fertilizers, crop protection products, and proprietary biological crop inputs, or “biologics.” Lavoro’s biologics portfolio, which includes microorganisms and biomolecules derived from microorganisms, protect plants from disease, pests, and weeds – without the carbon and lingering environmental persistence of traditional crop chemistry – and help farmers improve soil health and productivity with decreased use of synthetic chemical fertilizers.

Learn more about Lavoro at www.lavoroagro.com.br.

About The Production Board

Founded by David Friedberg, The Production Board is a venture foundry and investment holding company established to solve the most fundamental problems that affect our planet by reimagining global systems of production across food, agriculture, biomanufacturing, human health, and the broader life sciences. TPB builds businesses based on emerging scientific discoveries, partners with exceptional talent, and provides them with the capital, infrastructure and market insights needed to deliver meaningful improvement in the cost, energy, time, or carbon footprint of conventional systems. TPB is backed by leading strategic and financial investors, including Alphabet, Allen & Company LLC, Cascade, Emerson Collective, and funds and accounts managed by BlackRock, Baillie Gifford, Koch Disruptive Technologies, Counterpoint Global (Morgan Stanley), Foxhaven Asset Management, and Arrowmark Partners. Learn more about our work at www.tpb.co.

Additional Information and Where to Find It

The proposed business combination will be submitted to shareholders of TPB Acquisition Corp. for their consideration. Lavoro intends to file a registration statement on Form F-4 (the “Registration Statement”) with the US Securities and Exchange Commission (the “SEC”) which will include preliminary and definitive proxy statements to be distributed to TPB Acquisition Corp.’s shareholders in connection with TPB Acquisition Corp.’s solicitation for proxies for the vote by TPB Acquisition Corp.’s shareholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, TPB Acquisition Corp. will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. TPB Acquisition Corp.’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with TPB Acquisition Corp.’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination, because these documents will contain important information about TPB Acquisition Corp., Lavoro and the proposed business combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by SPAC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to: TPB Acquisition Corporation I, 1 Letterman Drive, Suite A3-1, San Francisco, CA 94129.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in Solicitation

TPB Acquisition Corp. and its directors and executive officers may be deemed to be participants in the solicitation of proxies from TPB Acquisition Corp.’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of TPB Acquisition Corp. and information regarding their interests in the business combination is set forth in TPB Acquisition Corp.’s registration statement on Form S-1 (Registration No. 333-253325) originally filed with the SEC on February 19, 2021. Additional information regarding the interests of such persons and other persons who may be deemed participants in the solicitation will be contained in the registration statement and the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

Financial Information; Non-IFRS Financial Measures

The financial information and data contained in this press release is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement, or prospectus to be filed by Lavoro with the SEC. Some of the financial information and data contained in this press release, such as Pro Forma Revenue, Pro Forma Adjusted EBITDA, Enterprise Value, and Net Debt have not been prepared in accordance with International Financial Reporting Standards (“IFRS”). These non-IFRS measures do not have a standardized meaning, and the definition of Pro Forma Revenue, Pro Forma Adjusted EBITDA, Enterprise Value and Net Debt used in this press release may be different from other, similarly named non-IFRS measures used by others.

The Company and TPB Acquisition Corp. believe that the use of Adjusted EBITDA, Enterprise Value and Net Debt provide useful information to management and investors regarding certain financial and business trends relating to Lavoro’s financial condition and results of operations and an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Lavoro’s financial measures with other similar companies, many of which present similar non-IFRS financial measures to investors. The Company and TPB Acquisition Corp. do not consider Adjusted EBITDA, Enterprise Value and Net Debt in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of Adjusted EBITDA, Enterprise Value and Net Debt is that they exclude significant expenses and income that are required by IFRS to be recorded in Lavoro’s financial statements. The Company and TPB Acquisition Corp. are not providing a reconciliation of the Enterprise Value to the most directly comparable measure prepared in accordance with IFRS because it is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized. For the same reasons, the Company and TPB Acquisition Corp. are unable to address the probable significance of the unavailable information, which could be material to future results.

You should review Lavoro’s audited financial statements, which will be included in the Registration Statement relating to the proposed business combination and investor presentation, which will be furnished as an exhibit in a Current Report on Form 8-K to be filed by TPB Acquisition Corp. with the Securities and Exchange Commission and available at www.sec.gov. In addition, Lavoro’s historical information for the fiscal year ended June 30, 2022 is estimated, has not been audited, and all Lavoro historical financial information included herein is preliminary and subject to change.

Use of Projections

This press release contains projected financial information with respect to Lavoro. Pro Forma financials (i.e. Pro Forma Revenue and Pro Forma Adjusted EBITDA) are calculated by including the full year financial contribution for companies acquired in a given year. Pro Forma Adjusted EBITDA represents fully consolidated EBITDA, which includes EBITDA from non-controlling minority shareholders (estimated at ~13% of total for FY 2022E),. and includes future expected M&A for CY 2022E and CY2023E. All financial information presented in this press release assumes USD/BRL exchange rates calculated using actual exchange rates up to Aug 26, 2022, and spot rate of 5.11 as of Aug 26, 2022 thereafter (CY21 5.39, CY22E 5.12, CY23E 5.11). Exchange rates may be subject to fluctuations, and all projections based on such exchange rates will correspondingly fluctuate.

Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward-Looking Statements” below. Actual results may differ materially from the results contemplated by the projected financial information contained in this press release, and the inclusion of such information in this press release should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither the independent auditors of TPB Acquisition Corp. nor Lavoro, audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this press release, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this press release.

Trademarks

This press release contains trademarks, service marks, trade names and copyrights, which are the property of their respective owners.

Forward-Looking Statements

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “aims,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the growth of Lavoro’s business and its ability to realize expected results, including with respect to its Pro Forma Revenue, Pro Forma Adjusted EBITDA, Enterprise Value and Net Debt; the viability of Lavoro’s growth strategy, including with respect to its ability to grow market share in Brazil, Latin America and globally, grow revenue from existing customers, and consummate acquisitions; opportunities, trends and developments in the agricultural input industry, including with respect to future financial performance in the industry; the size of Lavoro’s total addressable market; the expected benefits of the business combination; any indications of interest in the proposed PIPE financing; the satisfaction of closing conditions to any business combination and any related financing, the amount of redemption requests made by TPB Acquisition Corp.’s public stockholders and the completion of the business combination, including the anticipated structure and closing date of the Business Combination and the use of the cash proceeds therefrom; anticipated management and directors of the resulting issuer; any anticipated shareholder approvals; and the pro forma ownership of the resulting issuer. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Lavoro’s and TPB Acquisition Corp.’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lavoro and TPB Acquisition Corp.

These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that shareholder approval will not be obtained; the risk that the transaction may not be completed by TPB Acquisition Corp.’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by TPB Acquisition Corp.; the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the Business Combination Agreement by the shareholders of TPB Acquisition Corp.; the lack of a third party valuation in determining whether or not to pursue the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the effect of the announcement or pendency of the proposed transaction on Lavoro’s business relationships, operating results, and business generally; risks that the proposed transaction disrupts current plans and operations of Lavoro and potential difficulties in employee retention as a result of the proposed transaction; the outcome of any legal proceedings that may be instituted against Lavoro, TPB Acquisition Corp. or the combined company related to the Business Combination Agreement or the proposed transaction; the ability to maintain the listing of TPB Acquisition Corp.’s securities on a national securities exchange; the price of TPB Acquisition Corp.’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which TPB Acquisition Corp. plans to operate or Lavoro operates, variations in operating performance across competitors, changes in laws and regulations affecting TPB Acquisition Corp.’s or Lavoro’s business; Lavoro’s inability to meet or exceed its financial projections and changes in the combined capital structure; changes in general economic conditions, including as a result of the COVID-19 pandemic; the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; changes in domestic and foreign business, market, financial, political and legal conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries and other risks and uncertainties indicated from time to time in the final prospectus of TPB Acquisition Corp. for its initial public offering and the proxy statement/prospectus to be filed by Lavoro relating to the proposed business combination or in the future, including those under “Risk Factors” therein, and in TPB Acquisition Corp.’s other filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither TPB Acquisition Corp. nor Lavoro presently know or that TPB Acquisition Corp. nor Lavoro currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect TPB Acquisition Corp.’s and Lavoro’s expectations, plans or forecasts of future events and views as of the date of this press release. TPB Acquisition Corp. and Lavoro anticipate that subsequent events and developments will cause TPB Acquisition Corp.’s or Lavoro’s assessments to change. However, while TPB Acquisition Corp. and the TPB Acquisition Corp. may elect to update these forward-looking statements at some point in the future, TPB Acquisition Corp. and Lavoro specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing TPB Acquisition Corp.’s or Lavoro’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts

For TPB:

Rachel Konrad

rachel@tpb.co, +1-650-924-5471

John Christiansen/Camilla Scassellati Sforzolini

TPB@fgsglobal.com

For Lavoro:

Guilherme Nascimento

guilherme.augusto@lavoroagro.com.br +55 66 9 9911-3093

Fernanda Rosa

fernanda.rosa@lavoroagro.com  +55 41 9 9911-2712

EX-99.2

Exhibit 99.2

2 The material that follows is a confidential presentation that has been prepared by Lavoro Limited and its consolidated subsidiaries (the “Company” or “ Lavoro ”) and is being delivered to persons considering investing in TPB Acquisition Corporation I (“TPB”) with respect to a potential business combination and related transactions (the “Business Co mbi nation”) between TPB and Lavoro and the potential financing of a portion of the Business Combination through a private placement of securities, and for no other purpose. This presentation is intended solely for investors that are qualified institutional buyers or institutional accredited invest ors solely for the purposes of familiarizing such investors with the Company and TPB, and determining whether such investors might have an interest investing in TPB. This material has been prepared solely for informational purposes and is n ot to be construed as a solicitation, an invitation, or an offer to buy or sell any securities, or any solicitation of any offer to purchase or subscribe for any shares of TPB, and should not be treated as giving investment advice. You should n ot definitively rely upon this material or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You should consult your own legal, re gul atory, tax, business, financial and accounting advisors to the extent you deem necessary, and you must make your own investment decision and perform your own independent investigation and analysis of an investment in Lavoro or TPB and the transactions contemplated in this presentation. Neither this material nor anything contained herein shall form the basis of any contract or commitment whatsoever. This presentation is not targeted to the specific investment objectives, financial situation or particular needs of any recip ien t. It contains statements and analyses based on information from third - party sources, which have not been independently verified. Accordingly, the Company and TPB make no representations or warranty, express or implied, as to the a ccu racy or completeness of such data, and such data involves risks and uncertainties and is subject to change based on various factors. The information contained herein is in summary form and does not purport to be complete. It is not intended to be relied upon as advice to potential investors. Lavoro , TPB and their respective affiliates, officers, directors, employees, representatives, advisors and agents expressly disclaim any and all liability whi ch may be based on this document and any errors therein or omissions therefrom. By accepting this presentation, you confirm that you are not relying upon the information contained herein to make any decision. This material does not constitute a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or any offer to underwrite or otherwise acquire any shares in the Company or TPB or any other securities issued involving the Company or TPB, nor shall they or any part of them nor the fact o f t heir distribution or communication form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto, nor does it constitute a recommendation regarding any securities issue d i nvolving the Company or TPB. This presentation is strictly confidential and may not be disclosed to any other person and its contents are proprietary info rma tion and may not be reproduced or otherwise disseminated in whole or in part without the prior written consent of the Company or TPB. No representation or warranty either express or implied is made as to, and no reliance should be placed on future financial performance, or the fairness, validity, accuracy, or completeness of the information, statements or opinions contained herein including in relation to, statistical data, predictions, estimates or pr oje ctions contained in this presentation, which are used for informational purposes only. Additionally, you acknowledge that you are (a) aware that the United States securities laws prohibit any person who has material, non - public infor mation concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will ne ither use, nor cause any third party to use, this document or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b - 5 thereunder. Certain statements in this presentation may be considered forward - looking statements and forward - looking information within the meaning of applicable United States securities legislation (collectively herein referred to as “forward - looking statements”). Forward - looking statements generally relate to future events or future financial or operating performance of Lavoro or TPB. Forward - looking statements in this presentation, may include, for example, statements about: the growth of Lavoro’s business and its ability to realize expected results, including with respect to its revenue, gross profit, EBITDA, EBITDA mar gi n, Adjusted EBITDA, Adjusted EBITDA margin, Pro Forma revenue, Pro Forma gross profit, Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA margin, and Free Cash Flow; the viability of its growth strategy , i ncluding with respect to its ability to grow market share in Brazil, Latin America and globally, grow revenue from existing customers, and consummate acquisitions; opportunities, trends and developments in the agricultural input indust ry, including with respect to future financial performance in the industry; the size of Lavoro’s total addressable market; the expected benefits of the Business Combination; any indications of interest in the proposed PIPE finan cin g; the satisfaction of closing conditions to the Business Combination and any related financing, the amount of redemption requests made by TPB’s public stockholders and the completion of the Business Combination, including the an ticipated structure and closing date of the Business Combination and the use of the cash proceeds therefrom; anticipated management and directors of the resulting issuer; any anticipated shareholder approvals; and the pro forma ownership of the resulting issuer. Legal Disclaimer

3 Legal Disclaimer (continued) In some cases, you can identify forward looking statements by terminology such as “believe,” “intend,” “target,” “expect,” “e sti mate,” “may,” “should,” “plan,” “project,” “contemplate,” “anticipate,” “predict” or similar expressions, but the absence of these words does not mean that a statement is not forward - looking. Such forward - looking statements are only predictions and are not guarantees of future performance. Investors are cautioned not to rely on forward - looking statements and that any such forward - looking statements are and will be, as the case may be, subject to several risks, uncertainties and factors relating to, among others: general economic, financial, political, demographic and business conditions in Brazil and Latin America, as wel l a s in any other countries Lavoro may serve in the future, and their impact on its business; factors associated with companies, such as Lavoro, that are engaged in the agricultural input industry, including the impact of the COVID - 19 pandemic, competitive pressures in the industry, the rapid pace of technological change, the impact of governmental regulation, the inability to retain skilled employees, changes in consumer d ema nd, and a wide variety of other significant business, economic and competitive risks and uncertainties; the ability to obtain approval of the stockholders of TPB; legal or regulatory developments (such as any S EC statements or enforcement or other actions relating to special purpose acquisition companies); the ability to maintain the listing of the combined company’s securities on a U.S. exchange; the inability to com ple te the proposed PIPE financing; the risk that the Business Combination disrupts current plans and operations of TPB or Lavoro as a result of the announcement and consummation of the transaction described herein; t he risk that any of the conditions to closing the Business Combination are not satisfied in the anticipated manner or on the anticipated timeline; the failure to realize the anticipated benefits of the Business Combin ati on; risks relating to the uncertainty of the projected financial information with respect to Lavoro and costs related to the Business Combination; the outcome of any legal proceedings or regulatory action that may be i nst ituted against TPB or Lavoro, or any of their respective directors or officers, following the announcement of the potential transaction; the amount of redemption requests made by TPB’s public stockholders; and those fa ctors discussed in this presentation, TPB’s final prospectus dated August 12, 2021 and any Quarterly Report on Form 10 - Q or Annual Report on Form 10 - K, in each case, under the heading “Risk Factors,” and other d ocuments of TPB filed, or to be filed, with the SEC. If any of these risks materialize or TPB or Lavoro’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - lo oking statements. Although the Company believes that the expectations and assumptions reflected in the forward - looking statements are reasonable b ased on information currently available to the management of the Company and TPB, the Company and TPB cannot guarantee future results or events. There can be no assurance that (i) the Company has correc tly measured or identified all of the factors affecting its business or the extent of their likely impact, (ii) the publicly available information with respect to these factors on which the Company’s analysis is based is complete or accurate, (iii) the Company’s analysis is correct or (iv) the Company’s strategy, which is based in part on this analysis, will be successful. Forward - looking statements involve numerous risks and uncertainties that could cause actual results to differ materially from expected results. In addition, the Company and TPB do not undertake any obligation to update any information or forward - looking statement, or to update the reasons why actual results could differ materially from those anticipated herein, even if new information becomes available in the future. Certain information contained in this presentation relates to or is based on third - party studies, publications, surveys and Lavo ro’s or TPB’s own internal estimates and research. In addition, all of the market data included in this presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accur acy or reliability of such assumptions. Finally, while Lavoro and TPB believe their internal research is reliable, such research has not been verified by any independent source and Lavoro and TPB cannot guarantee and m ake no representation or warranty, express or implied, as to its accuracy and completeness. Nothing in this presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements in this presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. This presentation also contains certain financial forecast information of Lavoro. Such fina nci al forecast information constitutes forward - looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates und erlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. Actual results may differ mate ria lly from the results contemplated by the financial forecast information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any pe rso n that the results reflected in such forecasts will be achieved.

4 Legal Disclaimer (continued) Any opinions expressed in this material are subject to change without notice and the Company and TPB are not under obligation to update or keep current the information contained herein. The Company and TPB, as well as their respective affiliates, agents, directors, partners and employees, accept no liability whatsoever for any loss or damage of an y k ind arising out of the use of all or any part of this material. Neither Lavoro nor TPB undertakes any obligation to update this presentation unless otherwise required by law. Use of Projections This presentation contains projected financial information with respect to the Company, namely EBITDA margin, Adjusted EBITDA , A djusted EBITDA margin, Pro Forma revenue, Pro Forma gross profit, Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA margin, Free Cash Flow, retention rates and sales representative productivity. Such projected financial in formation constitutes forward - looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financ ial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in th e p rospective financial information. See the description of forward - looking statements above. Actual results may differ materially from the results contemplated by the projected financial information contained in this presentation, an d t he inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither the independent registered public accounting fir m of the Company nor the independent registered public accounting firm of TPB, audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation , a nd accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Financial Information; Non - IFRS Financial Measures Certain financial information and data contained in this presentation is unaudited and does not conform to Regulation S - X. Accor dingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement, or prospectus to be filed by Lavoro with the SEC. Some of the financial information and data contained in this presentation, such as EBITDA, Adjusted EBITDA, Adj us ted EBITDA margin, Pro Forma revenue, Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA margin, Enterprise Value and Net Debt, and Fr ee Cash Flow (“FCF”), have not been prepared in accordance with International Financial Reporting Standards (“IFRS”). EBITDA is defined as operating profit (loss), plus depreciation & amortization (as defined by IFRS), and inc ludes non - controlling interests for minority shareholders of certain Lavoro subsidiaries. Adjusted EBITDA is defined as EBITDA, plus M&A related expenses, which primarily include M&A team compensation expenses and accounting and tax d ue diligence expenses, plus (minus) any other expenses (income) that Lavoro management considers as non - recurring and/or non - cash. Net Debt is defined as debt (calculated using current and noncurrent borrowings), le ss pro forma cash and cash equivalents. Enterprise Value is defined as market capitalization pro forma for the potential business combination, plus Net Debt, plus lease liabilities, plus non - controlling interest on the balanc e sheet. Pro Forma financials (i.e. revenue, gross profit and Adjusted EBITDA) are calculated assuming the full year financial contribution for companies acquired in a given year (rather than the partial “stub period” contribution). FCF is defined as net cash flows from operating activities, less capital expenditures defined as additions to property, plant and equipment and intangible assets. TPB and the Company believe EBITDA, Adjusted EBITDA, Adjusted EBITDA mar gin , Enterprise Value, Net Debt, and FCF provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. TPB and the Company believe that the use of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Enterprise Value, Net Debt, and FCF provides an additional tool for investors to use in evaluating projected operating results and trend s i n and in comparing the Company’s financial measures with other similar companies, many of which present similar non - IFRS financial measures to investors. Management does not consider EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Enterprise Value, Net Debt, or FCF in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of EBITDA is that it excludes significant expenses and income th at are required by IFRS to be recorded in the Company’s financial statements. The principal limitation of FCF is that it may be calculated differently by other companies in Lavoro’s industry, limiting its usefulness as a comparative measure. In order to compensate for these limitations, management presents n on - IFRS financial measures in connection with IFRS results. The Company is not providing a reconciliation of its projected EBITDA, Adjusted EBITDA, Enterpr ise Value, Net Debt, or FCF for the 2022 to 2024 fiscal years to the most directly comparable measures prepared in accordance with IFRS because the Company is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized. For the same reasons, the Company is unable to address the probable signi fic ance of the unavailable information, which could be material to future results. You should review the Company’s audited financial statements, which will be included in the proxy statement/registration statement relating to the Business Combination. In addition, with the exception of the Company’s historical financial information as of June 30, 2021 and 2020 and for the fiscal years then ended, which are derived from its audited combined consolidated fi nan cial statements, all other historical financial information of the Company included herein, including any financial information as of June 30, 2022 and for the fiscal year then ended, is unaudited, preliminary and subject to ch ang e.

5 Legal Disclaimer (continued) Additional Information In connection with the Business Combination, Lavoro expects to file with the SEC a registration statement on Form F - 4, containin g a preliminary proxy statement/prospectus of TPB, and after the registration statement is declared effective, Lavoro expects that TPB will mail a definitive proxy statement/prospectus relating to the Business Combin ati on to TPB’s shareholders. This presentation does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Shareholders of TPB and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments t her eto and the definitive proxy statement/prospectus and other documents filed by TPB or Lavoro in connection with the Business Combination, as these materials will contain important information about Lavoro , T PB, and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to shareholders of TPB as of a rec ord date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and ot her documents filed by Lavoro with the SEC, without charge, once available, at the SEC’s website at www.sec.gov. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESE NTA TION IS TRUTHFUL OR COMPLETE. TPB, Lavoro, and their respective directors and executive officers may be deemed participants in the solicitation of proxies fro m TPB’s stockholders with respect to the Business Combination. A list of the names of TPB’s directors and executive officers and a description of their interests in TPB is contained in TPB’s final prospectus relating to its initial public offering, which was filed with the SEC on August 12, 2021 and is available free of charge at the SEC’s web site at www sec gov, or by directing a request to TPB. Additional information regarding the interests of the participants in the solicitation of proxies from the shareholders of TPB with respect to the Business Combination will be contained in the proxy statement/prospectus for the Business Combination filed by Lavoro whe n a vailable. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of the Company, TPB and other companies, whi ch are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade name or products in this presentation is not intended to, and does not imply, a relationship wi th TPB or Lavoro, or an endorsement of sponsorship by or of TPB or Lavoro. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear with the ®, TM or SM s ymb ols, but such references are not intended to indicate, in any way, that TPB or Lavoro will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to t hes e trademarks, service marks and trade names. BY ATTENDING THIS PRESENTATION YOU AGREE TO BE BOUND BY THE FOREGOING RESTRICTIONS. PLEASE RETURN ANY PHYSICAL COPIES OF THIS SLIDE PRESENTATION AT THE END OF THE MEETING. Unless otherwise noted, data in this presentation is as of August 26, 2022.

6 All references to “Lavoro,” the “Company,” “we,” “us” or “our” refer to the business of Lavoro Agro Limited and its consolidated subsidiaries . The risks presented below are certain of the general risks related to the business of the Company, and such list is not exhaustive . The list below has been prepared solely for purposes of the proposed private placement transaction, and solely for potential private placement investors, and not for any other purpose . The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition or results of operations . You should carefully consider these risks and uncertainties, and should carry out your own diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this offering before making an investment decision . Risks relating to the business of the Company will be disclosed in future documents filed or furnished by the Company and TPB Acquisition Corporation I (“TPB”) with the United States Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connection with the proposed transactions between the Company and TPB . The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and TPB and the proposed transactions between the Company and TPB, and may differ significantly from, and be more extensive than, those presented below . Risks Related to TPB’s Securities ● If the benefits of the potential business combination do not meet the expectations of investors or securities analysts, the market price of TPB’s securities may decline, either before or after the closing of the potential business combination . ● Unlike some other similarly structured blank check companies, TPB’s sponsor will receive additional Class A ordinary shares if TPB issues shares to consummate an initial business combination . ● An active trading market for TPB’s Class A ordinary shares may not be available on a consistent basis to provide stockholders with adequate liquidity . The stock price may be extremely volatile, and stockholders could lose a significant part of their investment . ● TPB Class A ordinary shares may fail to meet the continued listing standards of the Nasdaq Capital Market (“Nasdaq”), and additional shares may not be approved for listing on Nasdaq . General Risks ● TPB may require additional capital to support Lavoro’s growth, and such capital might not be available on terms acceptable to TPB, if at all . Failure to obtain additional capital on acceptable terms, or at all, could hamper Lavoro’s growth and adversely affect its business . Risks Related to TPB and the Business Combination ● TPB’s officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in approving the potential business combination . ● If you hold public warrants of TPB, TPB may, in accordance with their terms, redeem your unexpired TPB warrants prior to their exercise at a time that is disadvantageous to you . ● If TPB seeks shareholder approval of the potential business combination with Lavoro, its sponsor and members of its management team have agreed to vote in favor of such business combination, regardless of how its public shareholders vote . ● If TPB seeks shareholder approval of the potential business combination with Lavoro, TPB’s founders, directors, officers, advisors and their affiliates may elect to purchase TPB Class A ordinary shares or TPB warrants from public shareholders, which may influence the vote on such business combination and reduce the public “float” of TPB’s Class A ordinary shares . ● TPB does not have a specified maximum redemption threshold . The absence of such a redemption threshold and the potential for TPB’s public shareholders to exercise redemption rights with respect to a large number of outstanding TPB Class A ordinary shares may make it impossible for TPB to complete the potential business combination . ● TPB does not have a specified maximum redemption threshold . In the event the aggregate cash consideration TPB would be required to pay for all Class A ordinary shares that are validly submitted for redemption exceeds the aggregate amount of cash available to TPB, the combined company may not have sufficient cash to grow as currently contemplated . ● The potential business combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all . Risk Factors Summary

7 Risk Factors Summary (Continued) Risks Related to TPB and the Business Combination (Continued) ● The TPB board has not obtained and may not obtain a third - party valuation or financial opinion in determining whether to proceed with the potential business combination . ● The SEC is considering new rules which would impose a variety of new requirements on special purpose acquisition companies, such as TPB, which may adversely affect the potential business combination, including our ability to complete the potential business combination . Risks Relating to Our Business and Industry ● We may be adversely affected by global market and economic conditions . ● Our operating results are highly dependent upon and fluctuate based upon business and economic conditions and governmental policies affecting the agricultural industry in which we or our customers operate . These factors are outside of our control and may significantly affect our profitability . ● Our business is highly seasonal and affected by adverse weather conditions and other factors beyond our control, which may cause our sales and operating results to fluctuate significantly . ● We do not control the activities of our farmer customers, and facts or circumstances that may occur as a result of their actions or omissions could harm our reputation and sales . ● We operate in a competitive market . If we are unable to compete effectively, our financial results will suffer . ● We may not be successful in selling or marketing the agricultural products that we offer in the markets in which we operate . ● If we are unable to retain our existing customers or attract new customers, including through opening new stores and geographic expansion, our business, financial condition and results of operations will be adversely affected . ● Our business depends on a well - regarded and widely known brand, and any failure to maintain, protect and enhance our brand would harm our business, financial condition and results of operations . ● If we fail to manage our growth effectively, our business could be harmed . ● Our continued international expansion efforts may not be successful, or may subject our business to increased risks . ● Our results of operations and operating metrics may fluctuate and we may generate losses in the future, which may cause the market price of our common shares to decline . ● Our results of operations may be adversely affected if our customers are unable to repay trade receivables from us . ● We may incur significant losses if our customers do not meet their obligations under the barter transactions entered into with trading companies . ● If we fail to identify, develop and maintain relationships with a sufficient number of qualified suppliers, our ability to timely and efficiently access products that meet our standards for quality could be adversely affected, or we may experience an increase in the costs of our products that could reduce our overall profitability . ● Shortfalls or disruptions in the supply of agricultural inputs by our current suppliers may adversely affect us until we are able to procure a replacement supplier for certain categories of the agricultural products we sell . ● We may be adversely affected by the ongoing armed conflict between Russia and Ukraine . ● Disruptions of the supply or reliability of transportation services and/or changes in transportation service costs can affect our sales volumes and selling prices . ● Interruptions in the production or transportation of certain agricultural inputs we sell could adversely affect our operations and profitability . ● Our failure to accurately forecast and manage inventory could result in an unexpected shortfall or surplus of products, which could harm our business . ● We cannot guarantee that our suppliers will not engage in improper practices, including inappropriate labor or manufacturing practices . ● If we are unable to effectively develop the Lavoro Connected Farm platform, our operating results may be affected . ● We are dependent on third - party service providers in our Lavoro Connected Farm platform . ● We may require additional capital in the future, which may not be available on acceptable terms or at all . ● We may not be successful in developing biological agricultural products that we offer in the markets in which we operate .

8 Risk Factors Summary (Continued) Risks Relating to Our Business and Industry (Continued) ● The complexity of the approval processes for in the production of our private label products may negatively affect our business and results of operations . ● The COVID - 19 pandemic could impact our business, key metrics and results of operations in volatile and unpredictable ways . ● Consumer and government resistance to genetically modified organisms may negatively affect our public image and reduce sales of the genetically modified seeds that we commercialize . ● If our products become adulterated, misbranded, or mislabeled, we might need to recall, relabel or repackage those items and may experience product liability claims ; food safety and foodborne illness concerns could materially and adversely affect us . ● The incorrect or off - label use of our private label products may damage our reputation or negatively impact our results . ● Our insurance policies may not be sufficient to cover all claims . ● We depend on key management, as well as our experienced and capable employees, and any failure to attract, motivate and retain our employees could harm our ability to maintain and grow our business . ● Our holding company structure makes us dependent on the operations of our subsidiaries . ● We have a limited operating history as a consolidated company with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow as our business matures . ● We and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting and, if we fail to implement and maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud . ● Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud . ● We may not be able to renew or maintain all our stores and facilities’ leases . Risks Relating to Acquisitions and Pro Forma Financial Information ● Any acquisition, partnership or joint venture we make or enter into could disrupt our business and harm our financial condition . ● Our recent acquisitions and the comparability of our results may make it difficult for investors to evaluate our business, financial condition, results of operations and prospects . ● The unaudited Pro Forma financial information included herein is presented for illustrative purposes only and may not be indicative of our combined financial condition or results of operations after giving effect to our pro forma transactions . Risks Relating to Regulatory Matters, Privacy, Litigation, and Cybersecurity ● Our business and the commercialization of our products are subject to various government regulations and environmental, health and safety authorities and industry standards, and we or our collaborators may be unable to obtain, or may face delays in obtaining, necessary regulatory approvals . ● Our operations are subject to various health and environmental risks associated with our production, handling and transportation . ● Environmental, health and safety and food and agricultural inputs laws and regulations to which we are subject may become more stringent over time . This could increase the effects on us of these laws and regulations, and the increased effects could be materially adverse to our business, operations, liquidity and/or results of operations . ● We may be liable for labor charges and disbursements if our sales representatives are considered to be our employees . ● Changes in tax laws, incentives, benefits and regulations may adversely affect us . ● We are subject to anti - corruption, anti - bribery and anti - money laundering laws and regulations . ● Requirements associated with being a public company in the United States will require significant company resources and management attention . ● Adverse outcomes in legal proceedings could subject us to substantial damages and adversely affect our results of operations and profitability .

9 Risk Factors Summary (Continued) Risks Relating to Regulatory Matters, Privacy, Litigation, and Cybersecurity (continued) ● We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including those relating to data privacy, security and protection . ● We may face restrictions and penalties under Brazilian and Colombian consumer protection laws . ● Unauthorized disclosure of sensitive or confidential customer information or our failure or the perception by our customers that we failed to comply with privacy laws or properly address privacy concerns could harm our business and standing with our customers . ● Unauthorized disclosure of, improper access to, or destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise, or disruptions to our systems or services could expose us to liability, protracted and costly litigation and damage our reputation . ● Interruption or failure of our infrastructure, information technology and communications systems could impair our operations, which could also damage our reputation and harm our results of operations . ● We depend on data centers operated by third parties and third - party Internet hosting providers, and any disruption in the operation of these facilities or access to the Internet could adversely affect our business . Risks Relating to Latin America ● We are subject to risks relating to our significant presence in Latin American countries . ● Latin America has experienced, and may continue to experience, adverse economic or political conditions that may impact our business, financial condition and results of operations . ● The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy . This influence, as well as Brazil’s political and economic conditions, could harm us and the price of our common shares . ● Any further downgrading of Brazil’s credit rating could reduce the trading price of our common shares . ● Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future could harm our business and the price of our common shares . ● Exchange rate instability may impact our ability to hedge exchange rate risk, which may lead to interest rate volatility and have a material adverse effect on the price of our common shares . ● Disruption or volatility in global financial and credit markets could have a material adverse effect on us . ● Infrastructure and workforce deficiency in Brazil may impact economic growth and have a material adverse effect on us .

10 Today’s presenters Lavoro TPB Acquisition Corporation I David Friedberg CEO and Chairman Ruy Cunha CEO Gustavo Modenesi Chief Strategy Officer

11 TPB will be a value - adding and significant shareholder and long - term partner to Lavoro TPB: Industry - leading ag tech expertise TPB’s businesses can help accelerate new technology options and adoption at Lavoro Novel plant genetics and plant breeding platform Soil Microbiome analytics and biologicals solutions Lab independent, real - time soil chemistry analysis Farmland real estate and farmer financial services platform (1) Subject to TPBA shareholder approval (2) Price trigger defined as share price exceeding threshold for any 20 trading days within any 30 - day trading period following the closing of the potential business combination Corp. Dev. & Product Mgmt. Founder & CEO EVP & CEO, The Climate Corp Founder & CEO David Friedberg ● Acquired in 2013 by Monsanto (now Bayer) for $1.1B ● World’s leading digital agronomy platform, Climate FieldView Œ , deployed on over 180M acres across 23 countries ● FieldView Œ improves farmer’s productivity, enabling better agronomic decision - making with data - driven analytics and recommendations To join Lavoro Board 1 Investment holding company with portfolio of businesses that leverage breakthrough technology to improve productivity and sustainability across the food and agriculture supply chains Michael Stern Tjarko Leifer CEO, The Climate Corp. Head, Digital Farming Bayer Crop Science SVP, Head of Strategy and Bus Dev The Climate Corp Co - Founder & CEO, Wellio (acq. by Kraft Heinz Co.) 30+ years at Monsanto VP, Americas VP, US Seed and Traits Experienced advisors supporting TPBA TPB highly aligned with TPBA shareholders ● TPB expects to invest $100 million in common equity PIPE upon closing ● 1/3 of sponsor promote shares vest upon closing of business combination, remaining 2/3 vests in two equal installments if share price 2 equals or exceeds $12.50 or $15.00 within 3 years of closing

12 No public market pureplay Lavoro will become the first US - listed LatAm ag retail pureplay equity TPB Investment Thesis Large growing TAM for ag inputs across LatAm $38B growing 16% CAGR since 2017 in Brazil LatAm small farmer productivity an essential part of the solution 65% of Brazilian farmland managed by farmers with 250 - 25,000 of acres under production Ag retail is the key to unlocking technology adoption across farms 41% of total ag inputs sold through independent retailers in Brazil Global food supply chains increasingly unstable Climate change, COVID - 19, and global conflict underscore vulnerabilities Latin America key to global food security Fastest growing and largest global agriculture export market Current Lavoro footprint Expected near - term entry Urgent need for improved technology adoption to drive productivity Digital agronomy & biologics increase yield with less cost, land, water, and carbon Source: Company analysis

13 Why Lavoro? Multiple opportunities for upside beyond plan, including services, digital agronomy, and biologics #1 Ag input retailer in Brazil 53,000+ farmers 3 ~$1.6B FY22E 1 PF 2 revenue Highly fragmented market ripe for consolidation 22 acquisitions closed 5 ~10% Brazil Market share 4 High growth business with expanding EBITDA margins 7.6% CY22E PF 2 Adj. EBITDA mgn 41% growth FY22E 1 PF 2 revenue Compelling transaction dynamics 4.4x CY23E PF 2 Adj. EBITDA 7 7.1x CY22E PF 2 Adj. EBITDA 7 Note: Financials in USD calculated using actual USD/BRL FX rates up to August 26, 2022, and spot rate of 5.11 as of August 26 , 2 022 thereafter (CY21 5.39, CY22E 5.12, CY23E 5.11; FY21 5.39, FY22E 5.24, FY23E 5.13, FY24E 5.11) (1) Lavoro Fiscal Year ends on June 30; (2) Pro Forma (PF) financials are calculated assuming full year financial contribution for compa ni es acquired in a given year (rather than just the partial “stub period” contribution); (3) As of March 2022; (4) Company analysis based on third - party research, additional information available later in this presentation; (5) As of August 26, 2022; (6) Pro Forma gross margin for Crop Care segment (Crop Care) for FY22E; (7) PF Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of tot al for FY22E). See Appendix for more details on Lavoro's shareholding structure. Portfolio of proprietary biologics, providing sustainable alternatives to traditional synthetic crop inputs ~43% PF 2 gross margin 6 10 biologics today 5 Nascent digital commerce, already largest omnichannel in Brazil $81M FY22E 1 revenue Launched May 2020

14 Macro

15 Following decades of decline, we are now seeing a rapid rise in global undernourishment and increasing strain on meeting the global calorie gap Global calorie needs by 2050 2 (1) Food and Agricultural Organization of the United Nations (FAO) report, 2022 (2) World Resource Institute analysis based on FAO report, 2019 Crop production (trillion calories per year) 56% Food Gap 13,100 20,500 Undernourished people globally (M) 1 Increase of ~200M undernourished people between 2017 and 2021

16 Climate change, pandemic, and global conflicts are creating volatility in ag inputs, commodities, and food prices, creating a long - term need for significantly higher baseline agricultural production US fertilizer prices USD/ton USD/bu Row crop prices 3 major multi - year food inflationary events in the last 15 years Global Food Price Index 1 Source: Bloomberg; Food and Agriculture Organization of the United Nations (FAO) (1) FAO Food Price Index (average of meat, dairy, cereals, vegetable oils, and sugar); index (avg. 2014 - 2016 = 100), last data p oint August 2022

17 With limited arable land, technology adoption must be adopted at higher rates to achieve increased overall production levels (1) USDA ERS, 2021 (2) Data sources: USDA ERS; Variable - rate seeding: Purdue University report on Precision Farming (2021); Bayer/Climate interview s in the press Productivity : ag output over inputs used (labor, materials, capital) Input intensification: inputs used over acres of land Irrigation extension Land extension Drivers of global agricultural production growth 1 Total ag output growth (CAGR %) US corn productivity driven by technological adoption 2 Corn yields (bushels per acre) Technology penetration

18 Lagging technology adoption can significantly depress agricultural productivity (1) FAO data, 2019; (2) OECD - FAO 2021 data, Agricultural Outlook 2022 - 20231 report; (3) Variable - rate technology refers to leve raging new GPS - enabled farming equipment to apply ag inputs (seed, fertilizers, crop protection) at the optimal quantity and location; (4) Purdue University report on Precision Farming (2021); (5) Brazilian Agricultural Research Cor poration paper, 2020; (6) 2019 data from ISAAA, incl. only row crops. Corn Yields (t/ha) 2 United States China Nigeria Brazil Variable - rate Technology Adoption % 3 GM Crop Seed Adoption % 6 95% 94% 0% 0% 70% 4 9% 5 n.a. n.a. Key factors driving yield differentials across regions ● Environmental factors (soil fertility and climate) ● Fertilizer and crop protection usage intensity ● Inputs technology adoption (GM seeds, etc.) ● Digital agronomy (variable - rate applications) The US is the world’s gold standard in crop yields, driven in part by high levels of technology adoption Corn Yields (t/ha) 1 Nitrogen use (kg/ha) 1

19 LatAm is key to global food security: Large and growing ag producer, reliable trade partner CAGR (1995 - 2021) Exports of row crops (M of tons) 8.5% 0.9% 12.9% 4.1% 10.5% 5.8% 0.9% 1.0% LatAm is world’s largest ag export region 1,2 Exports of row crops (M of tons) Source: OECD - FAO Agricultural Outlook 2022 - 2031 report (1) Ag commodities included in the calculation: corn, soybeans, rice, wheat, and other grains and oilseeds; (2) 2021 data Brazil …and growing rapidly

20 LatAm is one of the world’s largest growing regions and fastest growing ag inputs market 123 kg/ac Crop Protection 12% Fertilizers 20% Seeds 14% Specialties (excl. Biologics) 15% Biologics 26% Brazil ag inputs market is large… TOTAL ag input 16% …with accelerated growth Brazil United States 2017 - 2021 CAGR (in BRL) 1 Brazil Fertilizer consumption 3,4 Harvested acreage 3 207M acres 242M acres 52 kg/ac Total market $38.3B 1 $63.9B 2 Crop Protection 29% Seeds 15% 2021 Fertilizers 48% Specialties 8% Brazil ag Inputs market breakdown by product (%) 1,5 (1) 2021 figure, based on internal analysis and third party research; (2) USDA, 2020 data; (3) FAO, 2018; (4) fertilizer cons ump tion not directly comparable due to multiple seasons during annual cycle in Brazil for many row crop producers; (5) rounded to the nearest whole % number; (6) Specialties and biologics are included in fertilizers 2016 - 2020 CAGR (in $) 2 United States 2% 1% 1% n.a. 6 n.a. 6 1%

21 Ag retailer • Local relationships and knowledge • Consultative personalized recommendations • Agronomic services • Digital agronomy • Financial services • Bulk inventory storage • Distribution of inputs Local ag retailers are the gateway to the farm and the key to driving technology adoption across the region Farmers Fertilizers Crop protection (herbicides, pesticides, etc) Biologics (biostimulants, biopesticides, biofertilizers) Seed (corn, soybean, etc) Digital Agronomy + Services (soil testing, recommendations, financial services, etc.) Ag retailers offer local, trusted, consultative sales to farmers and increase technology adoption in the market Ag retailer gross profit driven by: ● increased crop production ● farmer profitability (upselling higher value inputs)

22 Brazil’s #1 ag inputs retailer is modernizing farming

23 Proven management team 10+ years of ag experience Laurence Gomes CFO 20+ years of experience in senior management Peter Estermann Chairman Daniel Fisberg 7+ years of ag experience Board Member 30+ years of ag experience Gustavo Ocampo Head Lavoro LatAm Key board members Lavoro executives CHRO 20+ years of HR experience Karen Ramirez Previous Experience Education Marcelo Pessanha 15+ years of ag experience Head of Crop Care 10+ years of ag experience Ruy Cunha CEO, and Interim Head of Lavoro Brazil 7+ years of ag experience Gustavo Modenesi Chief Strategy Officer 20+ years of experience in senior management Ricardo Scavazza Board Member Head of M&A 15+ years of M&A experience Luiz Spinardi Chief Digital Officer 20+ years of Digital experience Marcos Strobel

24 As a result, Lavoro is well - positioned to contribute to a stable, sustainable global food supply chain Lavoro has the breadth of products, reach, know - how, and innovation to help farmers produce efficiently and sustainably Lavoro is helping to make LatAm the world’s breadbasket, feeding a growing population sustainably Lavoro is digitizing agronomy and accelerating biologics, with big potential upside Trusted technical sales reps provide integrated solutions to farmers, with high margins and a small environmental footprint World - class M&A program will continue to fuel growth Experienced team and integration playbook accelerate revenue growth for years after acquisition Lavoro is Brazil’s #1 ag inputs retailer 1 Largest customer base is mid - sized farmers, who are digital - first and keen to adopt technology Lavoro brand is simultaneously traditional, trusted, and transformational Corporate culture blends startup ethos with heritage acquisitions, with high NPS, customer loyalty, and world - class ESG (1) Ranking based on sales from third party research

25 (1) As of March 2022; (2) Pro Forma financials are calculated assuming full year financial contribution for companies acquire d i n a given year (rather than just the partial “stub period” contribution). (3) Note that these figures differ from Pro Forma financials in the regist rat ion statement to be filed by Lavoro on Form F - 4, as those include financials from all of the companies that Lavoro owned as of March 31, 2022 in every fiscal year presented, not just in the fiscal year when acquired; (4) In constant currency terms at USD/BRL 5.11; (5) Pro Forma Adj. EBITDA represents f ull y consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E); (6) As of August 26, 20 22; (7) Some signed MOUs are non - binding; (8) Company analysis, based on third - party research 878 Technical sales reps 1 ~$1.6B PF revenue (FY22E) 2 Ag inputs retailer in Brazil #1 53% 131% PF revenue CAGR FY20 – FY22E 2,3,4 Presence in Brazilian states Other countries with footprint Near - term entry Colombia Peru Chile Brazil Uruguay Footprint Key Highlights Multiple Crops Complete Portfolio Diversified Services Private Label Digital M&A Growth 53,000+ Farmers 1 22 Completed acquisitions 6 10 Companies in pipeline (MOUs signed) 6,7 Lavoro has both scale and scope in the region 3 Countries Today 6 Countries Expected by FY24 193 Stores 1 PF Adj. EBITDA CAGR FY20 – FY22E 2,3,4,5 Scale Lavoro Fiscal Year ends in June Specialty Products Biologics market share in Brazil (FY22E) 8 #4 Gross Profit mix from own products (FY22E) 2 12% Paraguay

26 Lavoro is the largest ag inputs retailer in Brazil Source: Company Analysis based on third party sources: Spark (BIC Survey), Agrogalaxy and Três Tentos investor relations websites; Note: LAVORO incl. companies acquired as of June 30, 2022; AGROGALAXY (incl. Rural Brasil /Agro100/ Agrocat /Boa Vista/ Agro Ferrari/ Grão de Ouro /Ferrari Zagatto ); SUMITOMO (incl. Agro Amazonia/ Nativa ); BUNGE (includes Agrícola Alvorada / Agrofel /Pantanal); DAKANG (incl. Fiagril / Belagrícola ); UPL ( Sinagro ); SYNGENTA (incl. Dipagro /Atua Agro , excl. Agro Jangada ), NUTRIEN (incl. Bio Rural/Tec Agro /Terra Nova/ Agrosema , excl. announced Casa do Adubo that is yet to close) (1) Data excludes direct sales to large farmers from certain global inputs suppliers (e.g., Bayer, Corteva, etc.), and sales fro m co - operatives (which cater to smaller farmers present mainly in the South of Brazil) (2) Represents the sales % share for crop year ending June 2022, for the soybean and corn crop protection and seeds markets; cal culation does not include sales of fertilizers, and specialties, as apples - to - apples data from third party research for these product categories is not available. Ag inputs retailers 1 market share in Brazil for FY22 2

27 Lavoro is highly diversified across geographies, clients, suppliers, and crops Client diversification 2 Supplier diversification 2 Geographic diversification 1 Brazil East Brazil South Brazil North Rest of LatAm 38% 22% 26% Other Top 100 14% 20% 80% Top 5 Other Top 6 - 10 34% 22% 44% (1) Company analysis for using Lavoro ag inputs retail Pro Forma revenue for FY22E, excl. revenue derived from Crop Care segment; (2) Company analysis for CY21

28 One - stop shop covers all ag inputs across all Lavoro stores (1) Company analysis for FY22E (2) Others = 3%. Charts consider the breakdown of FY22E ag inputs retail Pro Forma revenue, and excl. revenue derived from Cr op Care segment Products Lavoro’s revenue mix 1,2 Suppliers Crop Protection Fertilizer Seeds Specialties ● NPK ● Slow - release products ● Soybean ● Cotton ● Wheat ● Corn ● Sorghum ● Rice ● Fungicides ● Insecticides ● Herbicides ● Seed treatment ● Biologics ● Foliar fertilizers ● Adjuvants ● Organominerals 50% 17% 24% 6%

29 Crop Care, our business segment of proprietary, vertically - integrated inputs, includes novel biologics and specialty fertilizers Farmers Acquired FY2021 Biologics Premium ESG Acquired FY2021 • 98 import licenses • 87 specialty foliar fertilizers, adjuvants and organominerals • Global supply chain risk mitigation • Attractive gross margins Agrochemicals (private label) Specialty fertilizers Developed FY2019 Product positioning Description • 10 microorganisms used as biopesticides and bioinsecticides • 83% gross margin • ESG - driven low - carbon alternatives to traditional synthetics • Recently acquired largest biologics production site in Brazil Crop Care Manufacturing & Sourcing Biologics Agrochemicals Specialty fertilizers Sold through Ag Retailers + Third party retailers

30 Our technical sales team is highly qualified to promote technologies in the field Focused on adding value to our customers Technical sales rep.’s profile Sales team training process Training schedule covering sales process and client management , including modules on credit policies, integrity, compliance, and data protection Lavoro University platform offers employees courses on topics such as leadership, innovation and time management Training with suppliers , covering specific product characteristics and product application techniques (1) Based on FY22 Pro Forma revenue; (2) Company - led survey data as of May 2022 • Majority graduated with degree in Agronomy Weekly visits to clients ~$1.7M annual revenue 1 per rep • Technical sales of ag inputs product packages customized for each farmer’s needs 95K acres 1 covered per rep • Planting, application and harvesting monitoring • Compensation linked to individual and company goals 67 NPS Score 2

31 We are at the early stage of our one - stop digital commerce solution, with big potential upside 6,700+ SKUs available for purchase online May 2020 Launched 3x Increase in average ticket in CY21 vs. CY20 $81M FY22E digital sales (~5% of total sales) 180+ Distribution points 53,000+ customers Omnichannel solution 1 Largest ag omnichannel in LatAm 2 (1) Source: McKinsey (A Cabeça do Agricultor na Era Digital – Estudo), 2021 (2) Company analysis ~41% of farmers prefer online channels ~40% of Farmers prefer Personal contact for technical support

32 Lavoro’s proven M&A playbook generated scale and trust, with high revenue growth FY17 FY17 - FY22 (1) Thesis developed FY19 FY21 (1) As of August 26, 2022 FY22 FY18 FY23 1 Binding MOUs FY20

33 Post - acquisition, we have a demonstrated model for delivering organic store growth ● Current footprint, regional characteristics, and competitive dynamics drive new location selection # of new store openings New store openings breakdown 1,2,3 21 18 9 36 ● New stores take advantage of competitive advantages vs. smaller local retailers in region Target new store locations Excerpts from Lavoro internal strategy analyses Excerpts from Lavoro internal strategy analyses (1) Stores opened by current Lavoro subsidiaries post - acquisition; (2) Stores opened by current Lavoro subsidiaries between end of FY18 and the time of Lavoro acquisition; (3) Retail network of current Lavoro subsidiaries as of end of FY18

34 Post - acquisition, revenue growth accelerated Source: Company (1) Considers revenue in local currency terms for Brazilian and Colombian companies. Figure for each cohort calculated using a s imple average of companies CAGR; (2) FY2018 Cohort: Grupo Gral and Lavoro; FY2019 Cohort: Pitangueiras and Impacto; FY2020 Cohort: AgSe, Agrovale, Agrovenci, Cen tral Agrícola and Produtec; FY2021 Cohort: América, Qualicitrus, Integra, Cultivar and Desempar Cohort average CAGR: before and after acquisitions 1,2 FY2018 Cohort FY2019 Cohort FY2020 Cohort 3.3x acceleration 2.4x acceleration 2.3x acceleration Pre - acquisition Post - acquisition FY2021 Cohort 1.8x acceleration CAGR FY16 - FY17 CAGR FY17 - FY22 CAGR FY18 - FY22 CAGR FY16 - FY18 CAGR FY16 - FY19 CAGR FY19 - FY22 CAGR FY16 - FY20 CAGR FY20 - FY22 7.5% 25.2% 21.4% 9.1% 11.7% 27.6% 27.8% 15.1%

35 Expected Synergies (3 - year post - M&A) Gross margin expansion SG&A/sales improvement Adj. EBITDA margin expansion Post - acquisition, integration improvements deliver operating margin gains Lavoro is No. 1 customer for key suppliers in Brazilian states where it operates 1 : Centralized back - office functions, headquartered in Curitiba, Brazil • Improved order fulfillment • Faster cash conversion cycle • Full product portfolio offering • Procurement savings • Efficiencies in G&A • Core for M&A integrations Relationship with Key Suppliers Shared Services Center Sales & Operations Operational impact Key levers • Integrated planning for all companies • Digital offering (1) Company analysis

36 Note: For a more useful illustration of historical financials, figures were converted to USD at the same fixed exchange rate of 5.11 USD/BRL as of August 26, 2022 for the entire FY20 - FY22E period. (1) Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rat her than just the partial “stub period” contribution). Note that figures in these charts differ from Pro Forma financials in the registration statement to be filed by Lavoro on Form F - 4, as those include financials from all of the companies that Lavoro owned as of March 31, 2022 in every fiscal year presented, not just in the fiscal year when acquired; (2) Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E). See Appendix for more details on Lavoro's shareholding structure Historical financial performance demonstrates successful execution of our playbook $ M; (USD / BRL: 5.11) Pro Forma revenue 1 Pro Forma Gross Profit 1 Pro Forma Adjusted EBITDA 1,2 CAGR 79% CAGR 53% CAGR 131% $ M; (USD / BRL: 5.11) $ M; (USD / BRL: 5.11)

37 Growth

38 Lavoro has four foundational pillars to supercharge growth for decades Meaningful gains from consultative cross - selling (forecasted) Organic Store Openings M&A Consolidation 2. Grow Footprint 1. TAM Expansion Macro Growth Story 3. Add Customers Add Technical Sales Reps & Increase Productivity New high - margin services and digital to improve farmer productivity (upside opportunity) (compounds) 4. Create New Value Services Crop Care Digital

39 TAM Expansion: Brazilian ag inputs market is expanding rapidly R$ per acre Brazil ag inputs market size (BRL billions) 1 Farmer profitability in key Lavoro states in Brazil 2, 3 (1) Company analysis based on third party research; (2) Average of Mato Grosso and Paraná; data sourced from Agroconsult; (3) Years on x - axis reflect Brazil crop years (ending in June) +16% CAGR

40 Grow Footprint: Lavoro has grown using the “land - and - expand” strategy ● Expected to grow footprint in Brazil by ~50% by 2024 ● Land - and - expand strategy: ○ Acquisitions establish presence in a new state or region ○ New organic expansion follows, driven by new stores in and around existing footprint ● Similar strategy applies across rest of LatAm Lavoro footprint coverage in Brazil (M of acres) 1 M&A in Rio Grande do Sul, Mato Grosso and Paraná 2 Planning 70+ new store openings Source: IBGE (PAM) for all planted crops in 2020, Ministry of Agriculture (MAPA) for area projections (1) Assumes all M&A and store openings completed by 2024; (2) Based on non - binding MOUs

41 Grow Footprint: LatAm ag retail is fragmented, presenting opportunity for further consolidation 36% 13% 24% Top 51 - 100 Top 11 - 50 FY16 Other FY22 Top 10 ~1,000+ players Brazil 1 US 2 2020 Top 2 - 6 Other ● Consolidation across fragmented market underway ● Lavoro well - positioned to accelerate and profit from consolidation: ○ Dedicated M&A team of 10+ individuals with deep relationships with potential targets ○ Synergies: track record of sizeable revenue and EBITDA post - integration synergies Source: Company analysis based on third party research (1) Chart represents the sales % share in for crop protection and seeds market. Excludes co - operatives and global suppliers that sell directly to large farmers; (2) Data from Nutrien Virtual Investor Day (2020), excluding co - operatives % of total sales Nutrien

42 Grow Footprint: Lavoro’s playbook enables it to acquire smaller retailers at favorable multiples ● Deep relationships with small retailers built over multiple years ● Differentiated deal flow gives advantage over other bidders Advantaged Sourcing Target Selection ● Type: Ag retailers in new fast - growth ag regions, and specialty product producers ● Countries: Brazil, Colombia, Chile, Uruguay, Paraguay ● Size: $1 - 30M of EBITDA ● Strong founders / management teams ● High complementarity with Lavoro (synergy potential) ● ESG compliant Integration ● Proven post - M&A integration playbook driving revenue and cost synergies within first 12 - 24 months ● Centralizing purchasing, and back - office functions ● Driving “verticalization” with Lavoro product assortment (incl. proprietary biologics) Pipeline of 10 advanced ongoing M&A negotiations with signed MOUs 1 (1) Data as of August 26, 2022; out of 10 MOUs, 3 are binding

43 Add Customers: Lavoro’s technical sales reps strive to build market share New technical sales representatives ● Reps added to existing stores to increase the number of farmers serviced in a region Technical sales rep productivity growth ● ~3 years on average for new rep to fully mature and develop deep relationships ● CRM tools and digital agronomy enable reps to be more efficient, better consultants, and more data - driven ● New products and services offer more cross - selling opportunity, raising revenue production per rep Source: Company (1) Management projections by end of FY24E (2) Data as of March 31, 2022 Brazil avg $ / sales rep index (year 3 = 100) # of technical sales reps (organic) 1,2

44 Create New Value: Crop Care presents large potential upside and differentiation Gross margin 89% 43% 38% 45% % of Lavoro gross profit 4% 12% 13% 17% Crop Care segment Pro Forma revenue 1 ● Continued increased adoption of biologics and specialty fertilizers by LatAm farmers ● Future M&A ● Cross - selling into Lavoro - owned stores Growth drivers Note: USD/BRL FX rates calculated using actual FX rates up to August 26, 2022, and spot rate of 5.11 as of August 26, 2022 th ere after (FY21 5.39, FY22E 5.24, FY23E 5.13, and FY24E 5.11) (1)Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rath er than just the partial “stub period” contribution), and include future expected M&A for FY22E - FY24E All $ figures in M; FY ends in June

45 Lavoro Connected Farm Lavoro Agricultural management Marketplace By Lavoro Lavoro Data platform Lavoro Digital agronomy Lavoro Lavoro Barter and digital negotiation Lavoro Virtual warehouse Create New Value: Digital agronomy will quickly boost ag productivity

46 Our 878 sales reps 1 visit their 53,000+ farmer 1 clients weekly Create New Value: Lavoro is expanding high - margin services, increasing farmer profit while improving more sustainable farming practices ᤯ 7UXVWHGUHODWLRQVKLSV ᤯ $JURQRPLFH[SHUWLVH ᤯ &XVWRPHUILQDQFLDOV FUHGLWXQGHUZULWLQJ ᤯ ´ /DVWPLOH µ ORJLVWLFV Lavoro strengths Services opportunities to provide strategic support Case study: for Nutrien, the largest North American ag retailer, services make up 3.6% of ag retail sales and generate 12.6% of ag retail gross profit 2 Soil chemistry testing Pest and disease monitoring Precision application recommendations )LQDQFLDO 6HUYLFHV ● Crop insurance ● Grain derivatives ● Credit and lending ● Carbon credits ● Logistics and delivery services Longer Term Next 18 Months Agronomic services further augment inputs sales (1) As of end of March 31, 2022; (2) 2022 YTD data through June, from Nutrien’s 2Q22 filings

47 High revenue growth rate: ● Macro growth story ● M&A ● New store openings and adding reps ● Sales rep and store maturation ● Crop Care cross - selling into Lavoro retail Adj. EBITDA margin expansion: ● Improving product mix, with Crop Care growing as % of sales ● Rising sales rep & store productivity ● Fixed cost leverage Further upside: ● Forecasts exclude services and digital agronomy revenue opportunities Our financial forecast tracks according to our key levers Note: Detailed breakdown of organic vs. M&A contribution to financials in the Appendix. Pro Forma Adj. EBITDA and Pro Forma A dj. EBITDA margin are non - IFRS metrics; see reconciliation in Appendix. Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rather than just the partial “st ub period” contribution), and incl future expected M&A for FY22E - FY24E. USD/BRL FX rates calculated using actual FX rates up to August 26, 2022, and spot rate of 5.11 as of August 26, 2022 thereafter (FY21 5.39, FY22E 5.24, FY23E 5 .13 , and FY24E 5.11); (1) Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E). See Appendix for more details on Lavoro's shareholding structure FY21 FY22E FY23E FY24E Ag inputs retail $1,148 Crop Care $8 Pro Forma revenue $1,157 $1,636 $2,740 $3,540 y/y % 68% 29% Ag inputs retail $164 Crop Care $8 Pro Forma gross profit $172 margin % 14.9% Pro Forma Adj. EBITDA¹ $68 $108 $210 $324 margin % 5.8% 6.6% 7.7% 9.2% y/y % 60% 94% 54% All $ figures in M; FY ends in June

48 Calendar year estimates obtained by applying historical seasonality 2 to bottom - up fiscal year forecasts: ● Revenue & COGS: 44.5% 1H / 55.5% 2H ● SG&A: 52.0% 1H / 48.0% 2H Our financial forecast tracks according to our key levers (continued) Note: Detailed breakdown of organic vs. M&A contribution to financials in the Appendix. Pro Forma Adj. EBITDA and Pro Forma Adj . EBITDA margin are non - IFRS metrics; see reconciliation in Appendix. Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rather than just the partial “st ub period” contribution), and include future expected M&A for CY22E - CY23E. USD/BRL FX rates calculated using actual FX rates up to August 26, 2022, and spot rate of 5.11 as of August 26, 2022 thereafter (CY21 5.39, CY22E 5.12, CY23E 5 .11 ). (1) Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E). See Appendix for more details on Lavoro's shareholding structure. (2) Mix of current fiscal year (for first half of current CY), and next fiscal year (for second half of current CY) CY21 CY22E CY23E Ag inputs retail $1,349 Crop Care $46 Pro Forma revenue $1,396 $2,271 $3,190 y/y % 63% 40% Ag inputs retail $201 Crop Care $22 Pro Forma gross profit $223 margin % 16.0% Pro Forma Adj. EBITDA¹ $93 $172 $279 margin % 6.6% 7.6% 8.8% y/y % 86% 62% All $ figures in M

49 Valuation

50 Transaction Overview 1 Total shares includes 92.6M rollover equity shares, 2.3M ESOP, 18.0M TPBA public shares, 10.0M shares from PIPE, and 1.5M TPB A f ounder shares. 2 Cash to balance sheet includes TPBA cash held in trust $180M , plus $100M of proceeds from the PIPE transaction, less $30M in secondary proceeds to Patria, and $25M in estimated transactio n expenses 3 Assumes no redemptions. Cash may be reduced, including to the extent of TPBA stockholder redemptions. 4 Patria rollover equity is subject to increases as it acquires minority shareholders by the time of closing of potential busin ess combination, see Appendix for more details on Lavoro's shareholding structure. The shares are also subject to a lockup, with 25% being released at each of 6 months, 12 months, 18 months, and 24 months following the closing of the potential business combination. 5 If net cash proceeds after redemptions and PIPE Investment is greater than $250M, the additional capital shall be used to fun d c ash consideration to Patria, and the Patria rollover equity will be correspondingly reduced. 6 Excludes impact of new equity to be reserved pursuant to a new compensation plan in connection with the closing, which is exp ect ed to total up to 2M RSU shares vesting over multiple years 7 Sponsor promote includes 1.5M of TPBA founder shares, which represents 33.3% of the total 4.5M TPBA founder shares. The two rem aining 33.3% tranches of TPBA founder shares vest if price of the shares exceeds $12.50 and $15.00, respectively, for any 20 tra ding days within a 30 - day trading period following the business combination. The shares are also subject to a lockup, with 50% released at 1 year , and an additional 25% being released at each of 18 months and 24 months following the closing of the potential business com bin ation. 8 Excludes public and private warrants amounting to 10.1M potential shares issued if exercised. Warrants have a strike price of $1 1.50, and public warrants have forced redemption price at $18.00. 9 Lavoro’s assumed Net Debt of $118M as of June 2022 was calculated using USD/BRL FX rate of 5.11 (as of August 26, 2022). 10 Non - controlling interest (NCI) as of March 2022, as NCI for June 2022 was not yet available at the time of making this presentat ion. NCI was calculated using USD/BRL FX rate of 5.11 (as of August 26, 2022). 11 Pro Forma Adj. EBITDA calculated using actual USD/BRL FX rates up to August 26, 2022, and spot rate of 5.11 thereafter (CY22E 5. 12, CY23E 5.11). Pro Forma Adj. EBITDA assume full year financial contribution for companies acquired in a given year, and in clu de future expected M&A for CY22E - CY23E. Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - control ling minority shareholders (estimated at ~13% of total for FY22E). See Appendix for more details on Lavoro's shareholding structure. Pro forma valuation Sources and Uses ($M except per share values) ($M) TPBA illustrative share price $10.00 Pro forma shares outstanding (M) 1, 3, 4, 5, 6, 7, 8 124.4 Patria rollover equity (Class A) 4, 5 92.6 Public investors (Class A) 3 18.0 PIPE investors (Class A - TPB) 10.0 ESOP 6 2.3 Sponsor promote (Class B) 7 1.5 Total equity value $1,244 ( - ) Cash to balance sheet 2, 3, 5 $225 (+) Assumed Lavoro Net Debt 9 $118 (+) Lease liabilities $30 (+) Non - controlling interest 10 $52 Total Enterprise Value $1,220 Cash from TPBA 3 $180 Cash from TPB PIPE $100 Total sources $280 Cash to balance sheet 2, 3 $225 Secondary proceeds to Patria 5 $30 Estimated transaction fees and expenses $25 Total uses $280 Sources Uses Total Enterprise Value / Adj. EBITDA 7.1x (based on CY 2022E Pro Forma Adj. EBITDA 11 of $172M) 4.4x (based on CY 2023E Pro Forma Adj. EBITDA 11 of $279M)

51 Transaction Overview (continued) ● Pro forma Enterprise Value expected at ~$1.2B ● $100M PIPE anticipate raise at $10.00 / share ● 100% rollover by existing Lavoro shareholders for the first $250M in primary proceeds ● $225M of expected net primary cash proceeds 1, 6 ● Transaction completion expected by 4Q22, subject to satisfaction of customer conditions to closing 1 Assumes no redemptions. Cash may be reduced, including to the extent of TPBA stockholder redemptions. 2 Total shares includes 92.6M rollover equity shares, 2.3M ESOP, 18.0M TPBA public shares, 10.0M shares from PIPE, and 1.5M TPB A f ounder shares. 3 Sponsor promote includes 1.5M of TPBA founder shares, which represents 33.3% of the total 4.5M TPBA founder shares. The two rem aining 33.3% tranches of TPBA founder shares vest if price of the shares exceeds $12.50 and $15.00, respectively, for any 20 trading days within a 30 - day trading period following the closing of the potential business combination . TPBA founder shares are also subject to a lockup, with 50% released at 1 year, and an additional 25% being released at each of 18 months and 24 months following the closing of the potential business combination. 4 Patria rollover equity subject to a lockup, with 25% being released at each of 6 months, 12 months, 18 months, and 24 months fol lowing the closing of the potential business combination. 5 Excludes public and private warrants amounting to 10.1M potential shares issued if exercised. Warrants have a strike price of $1 1.50, public warrants have forced redemption price at $18.00. 6 Cash to balance sheet includes TPBA cash held in trust $180M, plus $100M of proceeds from the PIPE transaction, less $30M in sec ondary proceeds to Patria, and $25M in estimated transaction expenses. If net cash proceeds after redemptions and PIPE Investment is greater than $250M, the additional capital shall be used to fund cash consideration to Pat ria , and the Patria rollover equity will be correspondingly reduced 7 Excludes impact of new equity to be reserved pursuant to a new compensation plan in connection with the closing, which is exp ect ed to total up to 2M RSU shares vesting over multiple years Pro forma Ownership 2, 3, 4, 5, 6, 7 74% Patria rollover equity 15% TPBA shareholders 9% TPB (PIPE + Promote) 2% ESOP

52 All $ figures in M Company Market Cap Enterprise Value EV/EBITDA CY22 CY23 Lavoro ¹ ² $1,244 $1,220 7.1x 4.4x Nutrien $55,674 $66,625 5.4x 7.4x Nutrien ag retail (implied)³ 8.7x 9.1x Três Tentos Agroindustrial S.A. $1,064 $1,163 7.7x 6.5x Vittia Fertilizantes e Biológicos S.A. $296 $338 7.3x 5.2x AgroGalaxy Participações S.A. $255 $543 3.9x 4.3x Brazilian Ag Peer Average 6.3x 5.3x Bunge $15,542 $22,860 7.5x 7.7x Archer - Daniels - Midland $50,204 $62,035 10.0x 11.5x Ag Processor Average 8.7x 9.6x Yara International ASA $10,907 $14,432 3.2x 4.1x CF Industries $23,583 $27,336 4.5x 6.0x The Mosaic Company $21,327 $24,780 3.5x 4.3x Fertilizer Average 3.7x 4.8x FMC Corporation $14,349 $17,801 12.7x 11.6x Bayer $52,730 $89,337 6.8x 6.7x Corteva $44,783 $44,363 14.6x 13.1x Ag Inputs Supplier Average 11.3x 10.4x At ~$1.2B implied EV, Lavoro’s valuation is attractive relative to comparables NTR Ag Retail 3 : best comparable for Lavoro NTR ag retail multiple backed out by removing the weighted average effect of the fertilizer business, utilizing the fertilizer peer average multiple Note: Figures as of August 26, 2022. USD/BRL FX rates of 5.11 Source: Factset , Capital IQ (1) Lavoro EV/EBITDA multiple calculated on Pro Forma Adj. EBITDA, which assume full year financial contribution for companies acquired in a given year, and incl future expected M&A for CY22E - CY23E. Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E). Se e Appendix for more details on Lavoro's shareholding structure. (2) Lavoro Enterprise Value calculation: debt (a non - IFRS measure; calculated using current and noncurrent borrowings), plus lease liabili ties (current and noncurrent), plus non - controlling interest, less pro forma cash and cash equivalents; (3) NTR ag retail segment EBITDA sourced from sell - side average estimates per Factset as of August 26, 2022. Please refer to the Appendix for additional details.

53 Bulletproof industrial logic: This could be one of the most timely and crucial deals of 2022 Opportunity to grow wallet share within existing footprint with new services High - quality, scaled business ~$279M CY23E PF 1 Adj. EBITDA 3 ~$3.2B CY23E PF 1 revenue Significant headroom in current footprint 211M acres 2 TAM ~83M acres 2 today Investment Summary (1) USD/BRL FX rates calculated using actual FX rates up to August 26, 2022, and spot rate of 5.11 as of August 26, 2022 ther eaf ter (CY21 5.39, CY22E 5.12, CY23E 5.11). Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rather than just the partial “stub period” contribution); (2) Considers Brazil footprint only (3) Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E). See Appendix for more details on Lavoro's shareholding structure TPB to support introduction and development of emerging technologies and biologics 16% share CY21

54 Appendix

55 Financial forecast: organic and M&A contribution on a calendar and fiscal year basis Pro Forma revenue ($M) 1,2,3 Pro Forma Adj. EBITDA ($M) 1,2,3,4 Calendar Year Fiscal Year Note: USD/BRL FX rates calculated using actual FX rates up to August 26, 2022, and spot rate of 5.11 as of August 26, 2022 th ere after (CY21 5.39, CY22E 5.12, CY23E 5.11; FY21 5.39, FY22E 5.24, FY23E 5.13, and FY24E 5.11). (1) Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rat her than just the partial “stub period” contribution); (2) Future M&A contribution is cumulative, i.e. contribution from companies acquired in CY22E and FY23E remain in “Future M&A ” i n CY23E and FY24E (inclusive of their standalone organic growth); (3) “Organic” financials are calculated by subtracting total figures by contributions from “M&A closed in FY22E” and “future M&A ”, and represent the organic financial contribution from companies acquired as end of CY21 and FY21; (4) Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E). See Appendix for more details on Lavoro's shareholding structure

56 Pro Forma revenue 1,3,4 Pro Forma Gross Profit 1,3,4 Pro Forma Adjusted EBITDA 1,2,3 (1) Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rat her than just the partial “stub period” contribution). Note that figures in these charts differ from Pro Forma financials in the registration statement to be filed by Lavoro on Form F - 4, as those include financials from all of the companies that Lavoro owned as of March 31, 2022 in every fiscal year presented, not just in the fiscal year when acquired; (2) Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E). See Appendix for more details on Lavoro's shareholding structure; (3) “Organic” financials are calculated by subtracting new M&A contribution for a given year from the total; (4) Organic growth is calculated by dividing current year organic financials by prior year total financials (i.e. organic plu s n ew M&A) Organic growth (y/y) ⁴ 23% 19% Organic growth (y/y) ⁴ 41% 26% Organic growth (y/y) ⁴ 132% 28% BRL M BRL M BRL M Total CAGR 79% Total CAGR 53% Total CAGR 131% FY20 - FY22E financials in BRL: breakdown between organic and M&A growth drivers

57 Note: For a more useful illustration of historical financials, figures were converted to USD at the same fixed exchange rate of 5.11 USD/BRL as of August 26, 2022 for the entire FY20 - FY22E period; (1) Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rat her than just the partial “stub period” contribution. Note that figures in these charts differ from Pro Forma financials in the registration statement to be filed by Lavoro on Form F - 4, as those include financials from all of the companies that Lavoro owned as of March 31, 2022 in every fiscal year presented, not just in the fiscal year when acquired; (2) Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E). See Appendix for more details on Lavoro's shareholding structure; (3) “Organic” financials are calculated by subtracting new M&A contribution for a given year from the total. (4) Organic growth is calculated by dividing current year organic financials by prior year total financials (i.e. organic plu s n ew M&A) Pro Forma revenue 1,2,4 Pro Forma Gross Profit 1,2,4 Pro Forma Adjusted EBITDA 1,2,3,4 Total CAGR 79% Total CAGR 53% Total CAGR 131% Organic growth (y/y) ⁴ 23% 19% Organic growth (y/y) ⁴ 41% 26% Organic growth (y/y) ⁴ 132% 28% $ M; (USD / BRL: 5.11) 2 $ M; (USD / BRL: 5.11) 2 $ M; (USD / BRL: 5.11) 2 FY20 - FY22E financials in USD (constant currency): breakdown between organic and M&A growth drivers

58 Lavoro Pro Forma Adj. EBITDA margin improvement driven by three distinct drivers Gross margin: Higher GM Crop Care segment expected to grow faster than rest of Lavoro Gross margin: ● Expected procurement savings driving better product margin ● Better product mix (higher GM product types to grow faster) SG&A: Fixed cost leverage, and synergies from past M&A FY22E Pro Forma Adj. EBITDA Margin Operating Leverage Ag retail product margin and mix Crop Care mix FY24E Pro Forma Adj. EBITDA Margin Note: Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rather tha n just the partial “stub period” contribution). Pro Forma Adj. EBITDA represents fully consolidated EBITDA, which includes EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E). See Appendix for more d etails on Lavoro's shareholding structure 9.2% 6.6%

59 Financial reconciliation: IFRS accounting to Pro Forma bridges (1) The “bridge” represents the aggregate pre - closing Fiscal YTD financials for acquisitions made in a given year (e.g. a compan y acquired on May 30 will have its July 1 to May 29 financials included in the bridge of that fiscal year); (2) Lavoro latest available financials are as of March 30, 2022; (3) M&A expenses primarily include M&A team compensation expenses and accounting and tax due diligence expenses. FY20 FY21 3QYTD FY22² IFRS Bridge¹ Pro Forma IFRS Bridge¹ Pro Forma IFRS Bridge¹ Pro Forma Revenue 2,706.3 950.1 3,656.4 5,098.5 1,133.5 6,232.0 6,624.6 348.1 6,972.7 COGS (2,384.1) (829.2) (3,213.3) (4,362.7) (943.1) (5,305.8) (5,481.2) (272.0) (5,753.2) Gross profit 322.2 120.9 443.1 735.8 190.4 926.2 1,143.4 76.1 1,219.5 G&A (394.7) (45.1) (439.8) (619.5) (103.1) (722.6) (697.2) (36.6) (733.8) Other operating income, net 10.8 4.2 15.0 15.6 0.1 15.7 35.0 4.0 39.0 Operating profit (loss) (61.7) 80.0 18.3 131.9 87.4 219.3 481.2 43.5 524.7 Finance income 55.5 (4.5) 51.0 227.1 42.0 269.1 342.3 0.4 342.7 Finance cost (168.7) (20.4) (189.1) (312.9) (51.0) (363.9) (477.9) (4.0) (481.9) Profit (loss) before income taxes (174.9) 55.1 (119.8) 46.1 78.4 124.5 345.6 39.8 385.4 Income tax 53.4 (22.3) 31.1 (24.7) (18.0) (42.7) (104.4) (2.8) (107.2) Profit (loss) for the year (121.5) 32.8 (88.7) 21.4 60.4 81.8 241.2 37.0 278.2 Operating profit (loss) (61.7) 80.0 18.3 131.9 87.4 219.3 481.2 43.5 524.7 D&A 50.5 0.7 51.2 92.9 12.6 105.5 111.4 2.4 113.8 EBITDA (11.2) 80.7 69.5 224.8 100.0 324.8 592.6 45.9 638.5 M&A related expenses³ 36.9 0.0 36.9 40.2 0.0 40.2 23.1 0.0 23.1 Non - recurring gain on sale (15.5) Adj. EBITDA 25.7 80.7 106.4 265.0 100.0 365.0 615.7 45.9 646.1 FY20 IFRS FY21 IFRS 3QYTD FY22² IFRS Net income (121.5) 21.5 241.2 Changes in net working capital (23.1) 1.3 (752.9) D&A 50.5 92.9 111.4 Non - cash adjustments 82.6 (61.9) 82.8 Operating cash flow (11.4) 53.8 (317.6) Additions to PP&E (33.8) (34.9) (34.4) Free cash flow (45.3) 18.9 (352.0) All figures in BRL M All figures in BRL M FY22 was an unusual year due to global fertilizer and other inputs shortages, which led Lavoro to invest more in inventory than typical Bridge from IFRS to Pro Forma P&L for FY20 - FY22 1,2,3 Summary of IFRS Cash Flow Statement

60 Nutrien’s ag retail business is the most comparable to Lavoro Note: Sell - side estimate and comparable multiple data as of August 26, 2022. NTR ag retail multiple backed out by removing the w eighted avg. effect of the fertilizer business, utilizing the fertilizer peer average multiple. (1) NTR ag retail segment sell - side estimates per FactSet as of August 26, 2022; (2) Implied Ag Retail Enterprise Value calculated by subtracting Non - Ag Retail Enterprise Value of $50.4B from Consolidate NTR E V of $66.6B; (3) Pro Forma financials are calculated assuming full year financial contribution for companies acquired in a given year (rat her than just the partial “stub period” contribution). These figures include EBITDA from non - controlling minority shareholders (estimated at ~13% of total for FY22E) $66.6B Nutrien CY23E SOTP Analysis Peer Multiple Comparison Fertilizer peers average EV/EBITDA (CY23E) Lavoro PF Adj. EBITDA 3 $172M $279M NTR Ag Retail EBITDA $2,098M $1,854M 1 EV: $66.6B CY23E EBITDA: $12.4B 1 EV / EBITDA: 7.4x CY23E EBITDA: $10.5B 1 EV: $50.4B EV: $16.8B CY23E EBITDA: $1.9B 1 EV / EBITDA: 9.1x EV / EBITDA: 4.8x $50.4B $16.8B Consolidated NTR 2 Non - Ag Retail 2 Implied Ag Retail 2 1 2 3

61 Source: Company Note: The full organization structure diagram has been simplified for purposes of improved clarity and comprehensibility. (1) The 87% and 13% economic ownership of Lavoro’s fully consolidated EBITDA is calculated using a weighted average of Pro Fo rma Adjusted EBITDA of Lavoro Subsidiaries for FY2022E (2) Patria and Lavoro plan to consolidate certain minority shareholders between signing and closing, such that the remaining min ority shareholders estimated economic ownership would decline to 7% - 13% by closing of the potential business combination (3) To account for EBITDA leakage to minority shareholders of subsidiaries, the Non - Controlling Interest balance sheet equity ac count was added to the Enterprise Value calculations for valuation purposes. Some minority shareholders of subsidiary companies will become shareholders in the public company post closing; financials results are, and will continue to be, reported on a fully consolidated basis Lavoro Subsidiaries Minority Shareholders of Lavoro Subsidiaries (from previous acquisitions) 100% ownership ~87% 1,2 Intermediary Holding Companies Lavoro Agro Limited ~13% 1,2 100% Current structure Post closing structure Other Public Shareholders ESOP Rolled up Minority Shareholders of Lavoro Subsidiaries 2 Lavoro reported Pro Forma Adj. EBITDA Economic Interest Lavoro Limited (LVRO) 3 Lavoro Subsidiaries Remaining Minority Shareholders of Lavoro Subsidiaries 100% ownership ~87 - 93% 2 Intermediary Holding Companies Lavoro Agro Limited ~7 - 13% 2 100% Lavoro reported Pro Forma Adj. EBITDA Economic Interest Reporting of fully consolidated (100%) financials Reporting of fully consolidated (100%) financials

62 (1) Ludwig Maximilians University, Munich Germany (2014) Double - cropping has been a key contributor of the rapid growth in Brazil soybean production A recent study 1 found that increased prevalence of double - cropping from 2003 to 2016 offset the equivalent of about 77M hectares of arable land for corn production (equivalent to 2x harvested area of corn in the US) 2003 2016 Multi - cropping growing regions in the world LatAm farmland regions enable several crop plantings per year

63 Freshwater resources: LatAm boasts low water stress compared to key ag producing regions of the world (US, China, India, Central Europe) Source: FAO Report - State of the World’s Land and Water Resources for Food and Agriculture (2021) Note: Water Stress indicator defined as ratio of total fresh water used by all major sectors of the economy (agriculture, ind ust rial and municipal) to total renewable freshwater resources

EX-99.3

Exhibit 99.3

Lavoro and TPB Acquisition Corp. Investor Presentation Transcript

Slide 10 - David Friedberg

Hello, I’m Dave Friedberg, CEO of The Production Board and CEO of the TPB Acquisition Corp. I’m here today to share this exciting transaction where TPB Acquisition Corp. intends to merge with Lavoro, the leading agricultural inputs retailer operating across Latin America as we seek to modernize production agriculture across the world’s most critical agricultural growing region.

I’m joined today by Ruy Cunha and Gustavo Modenesi, CEO and Chief Strategy Officer of Lavoro. We will share with you today our macro thesis and details about what I consider to be a singular investment opportunity in Lavoro. We are excited to become significant shareholders and partners to the business for the years ahead.

Slide 2-9 - David Friedberg

Before we begin, I ask that you please read the disclaimers presented on slides 2 through 9 in the slide deck.

Slide 11 - David Friedberg

I started my career early at Google before leaving in 2006 to start The Climate Corporation. The Climate Corporation became the predominant digital agronomy software platform used by farmers around the world to track, analyze, and make decisions on their farm. Climate Corp. was acquired by Monsanto in 2013 for a little over a billion dollars, and Monsanto was later acquired by Bayer. Today, the tool is used on over 180 million acres globally across 23 countries.

After Monsanto, I started The Production Board, an investment holding company focused exclusively on investing in and building businesses at the intersection of technology and food and agriculture.

We’re very excited about the opportunity with Lavoro because we see this as more than just an investment. We see this as a true strategic partnership, and we intend to be well-aligned with shareholders. TPB will be making a direct investment of $100 million in a common equity PIPE at $10 per share in Lavoro as part of this transaction, and we have subjected our sponsor promote shares to vesting and lockups that align us well with shareholders.

Our expertise and capabilities are a unique fit for Lavoro. Several of our businesses offer breakthrough technology to farmers that we believe could help drive significant value creation for Lavoro in the years ahead.

Slide 12 - David Friedberg

I’m going to highlight the macro conditions we believe drive this opportunity. Around the world, food supply chains are becoming increasingly unstable as a result of climate change, lockdowns, supply chain shocks, and geopolitical turmoil. Latin America represents the largest growing region and largest ag export market in the world. It presents the solution to global food security.

But technology adoption across the region is still lagging what we see in the United States, and we believe that there is a massive opportunity to increase yield per acre while improving the sustainability of farming. By increasing utilization of key technologies, farmers in the region can improve productivity per acre, reduce the land and carbon footprint of farming activities, and help feed a growing population. We think Lavoro represents the key to unlocking this opportunity.

There is no business like Lavoro, and as I’ll highlight in a moment, being the largest independent ag retailer in Brazil, and already operating across 3 countries, Lavoro has a tremendous opportunity to drive change across the region and participate in the value creation associated with it.

Slide 13 - David Friedberg

Lavoro is the largest ag retailer in Brazil. The business operates over 190 retail stores across Latin America. Those stores service over 53,000 farmers with a network of over 800 local sales agronomists. Those sales agronomists meet with their farmer customers on a regular basis, helping them make decisions about what to do on their farm, what products to buy, and how to use them. And ultimately sells them the seed, fertilizer, and crop protection products they need.

In the last fiscal year ending in June, Lavoro is estimated to have generated over $1.6 billion dollars in pro forma revenue.

Despite being the largest ag retailer in Brazil, Lavoro only has an approximately 10% market share, highlighting the tremendous opportunity for significant consolidation and growth in the years ahead. The business was set up six years ago by Patria, a leading private equity firm based in Brazil. And since then, Lavoro has made 22 acquisitions and delivered both organic growth and improving margins.

Over the past fiscal year, Lavoro’s top line grew by 41% and the business is expected to achieve a nearly 8% Adjusted Pro Forma EBITDA margin this calendar year.

In addition to their retail footprint, Lavoro has also vertically integrated several ag input companies that we think represent the future of agriculture. Nearly every product that farmers buy – fertilizer, herbicide, insecticide, and fungicide – over time will be replaced by solutions commonly called biologics. These products are microbes or the products of microbes that can be used in place of traditional synthetic chemicals or petroleum-derived alternatives. The entire ag industry is looking to biologics as being the sustainable revolution to the marketplace and it is exciting to see that Lavoro’s biologics portfolio is growing rapidly while delivering over 40% gross margins on those products that they sell through their own retail stores and through a network of third party stores.

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And the business’s recently launched direct-to-farmer e-commerce offering generated $81 million in revenue in the fiscal year ending in June. It’s a meaningful and growing point of access to farmers around the region and should help Lavoro access more farmers as they scale in the years ahead.

So we’re really excited about the platform, the growth, the new products, the market size, and the opportunity ahead.

We’re entering this transaction at what we consider to be a very favorable multiple of 7.1 times this calendar year’s Pro Forma Adjusted EBITDA, and 4.4 times next year’s Pro Forma Adjusted EBITDA, which as you’ll see at the end, we believe represents an attractive entry point, and offers significant price appreciation.

Slide 14 - David Friedberg

To support our investment thesis, I am going to share some data that underscores why we believe Lavoro is such a unique solution to a challenging set of global problems.

Slide 15 - David Friedberg

Firstly, we are entering an era of increasing scarcity. For over 30 years, humans have significantly reduced the rate of global famine. Unfortunately, from a low point of 573 million people living on less than 1,200 calories per day just a few short years ago, we are now facing a dramatic escalation in the rate of undernourishment, with nearly 800 million people around the world facing peril this year.

And in addition to these acute challenges, we have a massive calorie gap to overcome in the decades ahead. The UN estimates that by the year 2050 we need to produce 56% more calories than we’re producing today to meet the needs of a growing global population.

Slide 16 - David Friedberg

And this is becoming increasingly difficult as food supply chains are destabilizing. Climate change, pandemics and associated lockdowns, and more recently, a global instability arising out of geopolitical tension, have driven volatility in fertilizer prices and availability, agricultural commodity prices, and ultimately, the price and availability of food. So how do we increase the certainty and availability of calories worldwide?

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Slide 17 - David Friedberg

Historically, food production has climbed as we’ve expanded the total number of acres farmed around the world. Today, however, we are effectively out of farmland. Instead, productivity gains – getting more output per acre of land – is required to increase the overall supply of food. This has, and really will be, driven by the adoption of existing and emerging agricultural technologies.

US corn farmers have steadily increased average yield per acre as new technology adoption has been swift and extensive. Going back to automated farm equipment and hybrid seed to the more recent adoption of GMO technologies, variable rate tools, and digital agronomy, the US farmer has seen an impressive increase in productivity, growing average corn yields by approximately 50% over just the past 50 years.

And agricultural technology is not just about productivity, it’s also about sustainability. Generating more calories with less land, water, energy, and carbon can have a profound effect on the footprint of farming.

Slide 18 - David Friedberg

Today, if you compare the technology adoption and yields realized by US corn farmers to those of other regions, you’ll note that, with similar soil and climate, US farmers realize nearly twice as much corn yield per acre as Chinese or Brazilian equivalents. Variable rate tools, which allow farmers to vary the type and amount of seed, and precisely control the amount of fertilizer and pesticides used, on a meter-by-meter basis in their fields, have driven massive productivity and sustainability gains for US farmers and are used by 70% of US row crop farmers today, compared to just 9% of Brazilian farmers. We believe that lagging technology adoption in Brazil is holding back the region from realizing its true potential. And that potential is enormous.

Slide 19 - David Friedberg

The Latin American region, we think, represents the biggest opportunity to improve outcomes in terms of global calorie production and food security. As a region, LatAm is already the largest ag export market in the world. Brazil, as a country, is second only to the United States, and the Latin American ag export market is growing faster than any other region.

Slide 20 - David Friedberg

As a result, there has been a dramatic increase in the demand for agricultural inputs in Brazil and across the region. The total market for fertilizer, seed, crop protection, specialty inputs, and the emerging category of biologics in Brazil grew at a 16% CAGR over the past 5 years, compared to just 1% in the US.

However, despite being nearly the same size as the US in terms of total acreage of row crop production, Brazil’s total ag input market is just more than half of the US. New technologies, including services like soil testing and tools like digital agronomy, which are nearly ubiquitous in the US but are just emerging in the LatAm agricultural markets, are expected to drive significant market expansion.

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The key question is how do we accelerate the adoption of these emerging technologies?

Slide 21 - David Friedberg

We think the answer is Lavoro. Ag retail is the point of access to farmers. Every farmer regularly visits their local ag retail store to work with their sales agronomist. These sales agronomists meet with their farmer customers several times per year, helping them analyze their operations and make decisions about what to do, and ultimately earning a margin selling them their crop inputs. This is a deeply trusted and typically long-standing advisory relationship.

Ag retail drives the adoption of new technologies as sales agronomists advise farmers on the productivity and sustainability benefits of emerging tools. Lavoro is already demonstrating this potential with their growing portfolio of biologics.

We at The Production Board are excited to support Lavoro introducing new services and digital offerings to farmers across the region. We are impressed by the historical performance and excited about its transformative growth potential of Lavoro. I’m thrilled to introduce Ruy Cunha, Lavoro’s CEO, to share more about the business.

Slides 22-23 - Ruy Cunha

Ruy: Thanks, Dave. And hi everyone. I’m Ruy Cunha, CEO of Lavoro, and I’ll be introducing you to our company today. But before talking about the company, I’d like to share with you my background. In my career, I had the opportunity to work in different industries, but my last 12 years were solely focused on agriculture. In particular, I’ve dedicated the last four years of my professional life to help build Lavoro. As one of the founding members of the company, I’ve held several leadership positions in Lavoro prior to CEO, including Head of Strategy, Chief Operating Officer, and President of Lavoro Brazil. Before joining Lavoro, I worked for AGCO, a leading global player in agriculture equipment and technology for approximately seven years. This experience shaped the way that I understand agriculture and made me appreciate the massive impact that technology and innovation can have in farmers’ life. That’s why I’m so excited about this partnership with TPB.

Slide 24 - Ruy Cunha

My team shares with me the purpose of making Latin America the world’s breadbasket, feeding the global population sustainably. I believe we can fulfill this purpose. First, because Lavoro became very relevant in this market after years of successful execution of our M&A strategy. Second, because of the accumulated experience from more than 20 companies that are part of our group which is a valuable asset and very difficult to replicate. And third, we plan to make technology and modern products widely available for farmers. These combined features put Lavoro into a unique position to transform the ag input segment in Latin America.

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Slide 25 - Ruy Cunha

Let me reinforce some of Dave’s points and give you some additional highlights about Lavoro. We’re the number one ag inputs retailer in Brazil, serving more than 50,000 farmers through more than 190 stores and almost 900 sales reps which are visiting farmers on a weekly basis. In 2022, fiscal year ended in June (and those are pro forma numbers), Lavoro had approximately $1.6 billion in revenues. The company grew revenues and profits consistently over the last years. Additionally, three years ago we decided to verticalize our operation and incorporate into Lavoro Holding a specialty product manufacturer named Crop Care. As we’ll see, the combination of our proprietary products from Crop Care, including biological solutions, and the massive sales capacity built into Lavoro, is very powerful.

Slide 26 - Ruy Cunha

In this slide, you can see that despite being the market leader, Lavoro has almost 10% market share. We still believe we have so much space to grow.

Slide 27 - Ruy Cunha

Now that you saw the highlights, I would like to share with you the strategic pillars that are the basis of Lavoro’s flywheel. The first one is diversification. As you know, agribusiness globally is dependent on climate, currency, and other factors. Since the creation of Lavoro, we aimed to diversify the risk and reduce volatility by acting in different geographies, clients, suppliers, and in different crops. By doing this, we avoid, for instance, that a climate event in Brazil (that, by the way, happened last season in the South) has a massive impact on our operation. Therefore, we create a relevant competitive advantage over our peers.

Slide 28 - Ruy Cunha

The second pillar is to become a one-stop shop platform offering the best portfolio of products and services. Lavoro offers all of the most relevant ag inputs: crop protection, fertilizers, seeds, and specialty products. So what is the difference between Lavoro’s portfolio and that of a typical retailer?

First is the magnitude and the quality of brands we have. Because of our scale and reputation, Lavoro usually has differentiated treatment from suppliers when it comes to distribution agreements. Consequently, we have the ability to offer the most adequate products to every specific region and culture.

Second, we have successfully introduced our portfolio of specialty products and biologics from Crop Care into Lavoro’s shelves. This contributes to further differentiate our company from others.

Slide 29 - Ruy Cunha

Now that I have mentioned Crop Care a few times, let’s understand what the company does. As I said, Crop Care is part of our vertical integration strategy. We decided to verticalize our operation considering two important trends. The first is the accelerated adoption of biological products to increase productivity and reduce environmental impacts from pesticides. The margins of the segments are much higher, reaching in some cases 85%. And because of that, we acquired AgroBiologica, a company that is specialized in this segment.

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The second trend is the growing concern on supply risk mitigation. We have seen examples of global supply challenges regarding agro chemicals and fertilizers recently. Because of that, we have acquired UnionAgro, a specialty fertilizer company, and created Perterra, a company that imports crop protection products from China. With those companies, Lavoro is not only reducing its supply risks but also improving its margins. But I will talk more about Crop Care and innovation in a few minutes during the growth session.

Slide 30 - Ruy Cunha

The following pillar is Lavoro’s route-to-market that is based on the physical network and digital channel. Our physical route-to-market strategy is based on having the best technical reps in the markets. We really focus on having a close relationship between our commercial team and farmers. The vast majority of our sales reps are agronomists with extensive experience in their regions. The quality of our sales force is reflected on Lavoro’s excellent net promoter score. Here it is also important to highlight that since we acquire many companies, keeping the commercial team engaged is a golden rule in Lavoro.

Slide 31 - Ruy Cunha

The second part of our route-to-market strategy is the digital platform. In the beginning of 2020, we developed our e-commerce platform – one of the most complete solutions in the market. We were able to gain traction with this platform for a few reasons. We are at the center of the action – connecting suppliers, trading, and farmers. We have massive logistics operation in place to support both online and physical channels. And we can leverage the data from over 50,000 farmers to adjust our product and service offering to best serve our farmers. And as a result, we have seen a growing adoption of our platform as you can see in this slide.

Slide 32 - Ruy Cunha

Finally, speaking about our M&A strategy. As I said earlier, Lavoro was born with the mission of consolidating the ag input retail market in Latin America. Since 2017, we have contacted more than 200 players and we have closed 22 deals, all of them leading and growing companies in their regions.

Slide 33 - Ruy Cunha

Once we acquire a company, our primary focus is to accelerate their top line growth through the following recipe: We map the region and identify opportunities to open new stores. We hire more technical reps to cover new farmers within the area. And we amplify the company’s portfolios of brands in their regions.

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Slide 34 - Ruy Cunha

Those ingredients together prove our capability to accelerate the company’s expansion. As you can see on this slide, as soon as we take over, we increase more than two times the company’s historical growth.

Slide 35 - Ruy Cunha

On top of that, we also gain cost efficiency and increase operational leverage. We bring commercial agreements with suppliers to the newly acquired companies. We centralize back office operations, and we integrate operations and teams in order to optimize costs.

Slide 36 - Ruy Cunha

As a result, Lavoro has been delivering consistent financial performance over the last years. As we can see here, a 53% growth rate in pro forma revenue, 79% growth rate in pro forma gross profit, and 131% growth rate in Pro Forma Adjusted EBITDA.

Slides 37-38 - Ruy Cunha

I would like to jump to the last session and explain how we will deliver future growth in the coming years. We frame this discussion highlighting that Lavoro has four different engines for future growth. First is industry growth. Second is footprint expansion resulting in market share growth. Third is related to growth in wallet share. And the fourth is related to new sources of value that I would like to give you more color in a minute. Before that, I’d like to invite Gustavo to detail the first three engines.

Slide 39 - Gustavo Modenesi

Thank you very much, Ruy. I’m Gustavo Modenesi, the Chief Strategy Officer of Lavoro, and I’m excited to be here with you, presenting this company I’ve been building the past six years. I’m going to talk about the first three engines of growth that Ruy mentioned that are already battle-proven and have been the foundation of our results to date.

First, the market. As Dave mentioned, the market in Brazil is very sizable and has been growing at a very robust 16% CAGR in the past years. This growth came across all of the product categories with a highlight to specialties, which includes biologics. What is fundamentally behind this growth is the fact that farmers in Brazil are profitable. And as they are profitable, they are more willing to invest to increase their production and their crop yields. As you can see on the right hand side of this page, the past years have been record in terms of profitability. That makes us very confident that this market growth tailwind will continue to push Lavoro and accelerate its growth.

Slide 40 - Gustavo Modenesi

Our second engine is the footprint expansion. Lavoro covers around 80 million acres in Brazil, and our plan is to continue to implement our land-and-expand strategy. How do we do that? We acquire regional successful incumbent players and we expand around them by opening new stores in the most attractive adjacent regions to it. With this plan, we aim to achieve 120 million acres by 2024, growing 50% our coverage. However, when you look at the total size of the market and the opportunity we have at hand, there will still be around 40% of the market to be covered, pointing to a very strong upside.

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Slide 41 - Gustavo Modenesi

This opportunity arises from the way that the market is structured in Brazil. So as you can see in this chart, the Brazilian market has gone through a first wave of consolidation, in which Lavoro had a leading role. However, when you compare it to the U.S. market, Brazil is far behind. The market share of the top six players in the U.S. are roughly the same as the market share as the top 50 players in Brazil, which shows a tremendous opportunity for us to continue to consolidate this market.

Slide 42 - Gustavo Modenesi

And we see ourselves as uniquely positioned to do so. We have developed and honed an unrivaled M&A and post-merger integration capabilities, which makes us uniquely positioned to continue deploying this strategy. When we look at what we have on the table right now, we have 10 advanced signed MOUs, to continue to consolidate the market. They were done at attractive valuations in line with the valuations we had of the past deals we did.

Slide 43 - Gustavo Modenesi

Now, moving to the third growth engine – acquiring new customers. The key to achieve that is our RTVs, or Technical Sales Reps, highly trained agronomists that work side by side with farmers. And we do that in two ways.

The first one is by adding new RTVs to already existing stores. As Ruy presented earlier, a very large portion of our stores are new – having been opened in the past three years – and when we open a new store, we pilot it, we see its results, and as its commercial productivity ramps up, we invest in adding further RTVs to the store to better increase the coverage of the region and the service levels to clients.

And the second way we do that is by improving the productivity of RTVs. RTVs typically take around three years to reach commercial productivity as you can see in the bottom of this page. This lead time is a function of the harvest cycle and of them working side by side with farmers, promoting new technologies, giving advice, providing services, and at the end of the harvest, proving to farmers the crop yield increase they achieved for their clients. Lavoro supports the RTV in this process. We provide them with systems and tools, such as our CRM. We also train them, both commercially and technically.

Finally, we also provide them with a broader spectrum of products to be sold to their clients, enabling them to further accelerate their sales ramp-up. Since we have many new stores, we also have many new RTVs still going up. And this points to a very strong opportunity for us to continue improving our commercial productivity. With that, I’m going to hand it back to Ruy, who’s going to talk about the new value creation opportunities we have been working on.

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Slide 44 - Ruy Cunha

Thank you, Gustavo. And now, let me share the additional growth avenues that really excite me and also explain the combination with The Production Board.

Starting with Crop Care and Innovation – As I mentioned before, Crop Care is well positioned to take advantage of very strong trends regarding sustainable agriculture and supply risks mitigation. But now you may say, “Well, so are other manufacturers in the segment.” However, Crop Care is attached to a massive distribution platform, which has the capacity to accelerate the demand for its products very quickly. Not only that, the sales process of specialty products is much more technically demanding than other categories. Consequently, manufacturers of biologicals and specialty fertilizers, for instance,

depend a lot on their distribution partners to invest in training for their specific products. Obviously, Crop Care has advantages here, since Lavoro’s team is being constantly trained to sell Crop Care’s portfolio. Adding to that, we have the pipeline and the track record from our M&A team and Crop Care team expertise in new product registrations. With all of that, we have the formula for accelerated growth in sales and profit margins.

Slide 45 - Ruy Cunha

Moving to digital, our clients are willing to use new technologies. The fact that 85% of Brazilian farmers already use WhatsApp for work is a clear indication of this. And we want to help them by digitalizing the farmer journey throughout the cycle from crop planning to grain sales. With data from more than 53,000 farmers, Lavoro is developing an ecosystem that uses our data to understand what farmers need and to add to this platform new partners that can address farmers’ main pain points, including inventory control, credit offering, production monitoring, grain negotiation, among others. As Dave said, we’re still scratching the surface, but I believe that the partnership with The Production Board will take us to another level.

Slide 46 - Ruy Cunha

And, lastly, I’d like to talk about services. Despite having services in our portfolio today, profits from those services are still negligible. However, if we compare to a mature market like the USA, we see that services can represent more than 10% of a retailer’s gross profit. And here also The Production Board brings amazing value, since they not only have the knowledge, but also an ecosystem of startups and companies that can provide Latin American farmers a number of valuable services that will increase their productivity and improve their results.

Slide 47 - Ruy Cunha

To sum up growth: Revenues are expected to grow over three times by 2024. It is important to note that these forecasts include only the e-commerce ramp up in digital, but do not account for the capture of any additional opportunities in services. Our EBITDA margins are expected to expand from 6 to 9% mainly because of Crop Care growth in our sales mix and improved commercial efficiency.

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Slide 48 - Ruy Cunha

Now, I would like also to show the same projection but in a calendar year view to compare with other companies. I will leave it on the screen for a few seconds. We’re very excited and confident that Lavoro will deliver on this plan. With that, I hand it back to Dave.

Slide 49 - David Friedberg

Thank you, Ruy. And I hope that you understand now why we are so excited about this opportunity.

Slides 49-50 - David Friedberg

At an approximate $1.2B enterprise value, the transaction is being done at what we consider to be very favorable valuation multiples, which we will detail in a moment.

Our objective at The Production Board is to be long-term partners to Lavoro. We intend to make a $100 million dollar investment in common equity at $10 per share as part of the transaction. We will be subjecting two-thirds of our sponsor promote shares to vesting based on achieving a $12.50 and $15 price target within 3 years . In addition, both Patria, the private equity owner of Lavoro, and The Production Board, will be subject to 2-year lock ups with releases at 6, 12, 18, and 24 months.

Slide 51 - David Friedberg

Cash needs really revolve around working capital to support inventory demands and acquisitions. And so any cash on the balance sheet in excess of $250 million will be used as a secondary to Patria as part of the transaction. We expect this to be around $30 million assuming no redemptions. Patria will be rolling over the balance of their shares as part of the transaction.

Slide 52 - David Friedberg

Regarding valuation, we believe the key comparable for Lavoro is Nutrien, which operates the largest ag retailer in the U.S. We back out Nutrien’s fertilizer business from their market cap using the multiple of the industry average for the fertilizer comps, shown on slide 52. This yields an implied multiple on their ag retail business of 8.7 times this calendar year, 9.1 times next calendar year’s EBITDA. We think that this multiple is also roughly in line with what they’ve been paying to make acquisitions lately. And so our transaction multiple of 7.1 times this calendar year’s Pro Forma Adjusted EBITDA and 4.4 times next calendar year’s Pro Forma Adjusted EBITDA compares very favorably and offers significant price appreciation.

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There are several LatAm businesses that operate in a market similar to Lavoro’s that trade on the Bovespa, the Brazilian stock exchange. We have included them here for comparison purposes. However, they have very low trading volumes, limited sell-side analyst coverage, and do not have strong overlaps with Lavoro’s lines of business – thus, in our opinion, these businesses do not represent the multiples we believe Lavoro should be worth.

Slide 53 - David Friedberg

In summary, we consider Lavoro to be a unique investment opportunity. It’s rare to find a business with revenue of over a billion dollars, growing at the rate Lavoro is growing on both an organic and M&A basis, and profitable with expanding margins, while still having such significant headroom. Today, Lavoro’s retail footprint represents about 83 million acres in Brazil, which is just over a third of the total footprint into which they could grow in the years ahead. And even within that footprint, the business is only accessing roughly a 16% market share today. So the business has an opportunity to continue to grow their footprint, to grow market share within that footprint, while expanding their portfolio of products and services.

We believe that there is enough opportunity for this business to grow considerably for years to come. And supported by the considerable macro conditions – tailwinds for years ahead – we think Lavoro represents a great investment opportunity at this price point. We’re excited to become significant shareholders and hope you will join us. Thank you.

Slide 54-63 - David Friedberg

For further supporting information, please view the appendix slides in the investor presentation.

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