REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2020 • HPX Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2020, is made and entered into by and among HPX Corp., a Cayman Islands exempted company (the “Company”), and HPX Capital Partners LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 26th, 2020 • HPX Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between HPX Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
22,000,000 Units HPX Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2020 • HPX Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • April 14th, 2022 • HPX Corp. • Blank checks • Delaware
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
WARRANT AGREEMENT HPX CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 15, 2020Warrant Agreement • July 21st, 2020 • HPX Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated July 15, 2020, is by and between HPX Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 21st, 2020 • HPX Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between HPX Corp., a Cayman Islands exempted company (the “Company”), and HPX Capital Partners LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 21st, 2020 • HPX Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between HPX Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • April 14th, 2022 • HPX Corp. • Blank checks • Delaware
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
HPX Corp. Wilmington, DE 19801 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 21st, 2020 • HPX Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between HPX Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration s
HPX CORP. Wilmington, Delaware, 19801HPX Corp. • June 26th, 2020 • Blank checks • New York
HPX Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer HPX Capital Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares”
SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2022 • HPX Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 5th day of July, 2022, by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the “Issuer”), HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (“HPX”), and the undersigned (“Subscriber”).
BUSINESS COMBINATION AGREEMENT by and among AMBIPAR EMERGENCY RESPONSE, AMBIPAR MERGER SUB, EMERGÊNCIA PARTICIPAÇÕES S.A., HPX CORP. and AMBIPAR PARTICIPAÇÕES E EMPREENDIMENTOS S.A. dated as of July 5, 2022Business Combination Agreement • July 7th, 2022 • HPX Corp. • Blank checks • Delaware
Cost Sharing AgreementCost Sharing Agreement • July 7th, 2022 • HPX Corp. • Blank checks
This Cost Sharing Agreement (this “Agreement”), dated as of [●] (the “Effective Date”), is by and among Ambipar Participações e Empreendimentos S.A., a Brazilian corporation enrolled with the CNPJ/ME under No. 12.648.266/0001-24, with head offices at Av. Pacaembu No. 1088, room 09, Pacaembu, at the City and State of São Paulo, Zip Code 01234-000 (“Ambipar”), Emergência Participações S.A., a company organized under the laws of Brazil, with head offices at Avenida Angélica, No. 2346, 5th floor, room 04, Consolação, in the City and State of São Paulo, Brazil, Zip Code 01.228-200, enrolled with the CNPJ/ME under No. 10.645.019/0001-49 (“Emergência”) and its subsidiaries listed in Exhibit A hereto (each a “Subsidiary” and jointly with Emergência, the “Recipients”. Ambipar and the Recipients are hereinafter referred to individually as a “Party” and, collectively, as the “Parties”, and, as intervening consenting party, Ambipar Emergency Response, an exempted company incorporated with limited
HPX Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801Administrative Services Agreement • July 21st, 2020 • HPX Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between HPX Corp. (the “Company”) and HPX Capital Partners LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 1000 N. West Street, Suite 1200, Wilmington, DE 19801 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requested by the Compan
SHAREHOLDER NON-REDEMPTION AGREEMENTShareholder Non-Redemption Agreement • July 7th, 2022 • HPX Corp. • Blank checks
THIS SHAREHOLDER NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2022, between (i) HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (“HPX”), (ii) Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), and (iii) Trend HPX SPAC FIA IE (the “Existing Shareholder”), represented by its investment manager XP Allocation Asset Management Ltda. Each of HPX, New PubCo and the Existing Shareholder will individually be referred to herein as a “Party” and, collectively, as the “Parties”. For purposes of this agreement, an “HPX Share” means a Class A ordinary share of HPX, par value $0.0001 per share. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 7th, 2022 • HPX Corp. • Blank checks • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of July 5, 2022, is made and entered into by and among Ambipar Emergency Response, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), HPX Capital Partners LLC, a limited liability company organized under the laws of the State of Delaware (the “Sponsor”), Ambipar Participações e Empreendimentos S.A., a corporation (sociedade anônima) organized under the laws of Brazil (“Ambipar Parent”) and the other parties set forth in Schedule 1 hereto (each, a “Director Holder”) and, solely with respect to Sections 5 and 6 hereof, Agro Fundo de Investimento em Participações Multiestratégia Investimento no Exterior, an investment fund organized under the laws of Brazil (“Opportunity”).
HPX Corp. Wilmington, Delaware 19801 Emergência Participações S.A. Avenida Angélica, nº 2346 5th floor, room 4, Consolação, 01228-200, São Paulo - SP Brazil Ambipar Emergency Response Avenida Angélica, nº 2346 5th floor, room 4, Consolação, 01228-200,...Sponsor Letter Agreement • July 7th, 2022 • HPX Corp. • Blank checks
Reference is made herein to that certain Business Combination Agreement, dated as of the date hereof, by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands (“Merger Sub”), Emergência Participações S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”) and Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil (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 Business Combination Agreement.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2022 • HPX Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Amendment") is made as of July 14, 2022, by and between HPX Corp., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
SHAREHOLDER NON-REDEMPTION AGREEMENTShareholder Non-Redemption Agreement • July 7th, 2022 • HPX Corp. • Blank checks
THIS SHAREHOLDER NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2022, between (i) HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (“HPX”), (ii) Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), and (iii) the person named on the signature page hereto (the “Existing Shareholder”). Each of HPX, New PubCo and the Existing Shareholder will individually be referred to herein as a “Party” and, collectively, as the “Parties”. For purposes of this agreement, an “HPX Share” means a Class A ordinary share of HPX, par value $0.0001 per share. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • July 7th, 2022 • HPX Corp. • Blank checks
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2022 by and among (i) Ambipar Participações e Empreendimentos S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, with its headquarters in the city of São Paulo, State of São Paulo, at Avenida Pacaembu, No. 1,088, room 9, Pacaembu, CEP 01234-000, and enrolled with CNPJ under No. 12.648.266/0001-24 (“Company Shareholder”), and (ii) Ambipar Merger Sub, an exempted company incorporated under the laws of the Cayman Islands, with its registered office at CO Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (“Merger Sub”). Company Shareholder and Merger Sub are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 7th, 2022 • HPX Corp. • Blank checks
This Voting and Support Agreement (this “Agreement”), dated as of July 5, 2022, is entered into by and among Ambipar Participações e Empreendimentos S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil (“Company Shareholder”), and HPX Corp., an exempted company incorporated under the laws of the Cayman Islands (“SPAC”). Company Shareholder and the SPAC are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
DOWNSIDE PROTECTION AGREEMENTDownside Protection Agreement • July 7th, 2022 • HPX Corp. • Blank checks
THIS DOWNSIDE PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2022, between (i) only for purposes of Sections 1, 3(e)(ii), 6(d), 7, 8 and 9 hereof, Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), (ii) HPX Capital Partners LLC, a Delaware limited liability company (“SPAC Sponsor”), (iii) only for purposes of Sections 1, 2(c) (regarding certain notification rights), 3, 4, 6(c), 7, 8 and 9 hereof, Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil (the “Company Shareholder”), and (iv) the other persons named on the signature pages hereto (each, a “PIPE Investor” and, collectively, the “PIPE Investors”). Each of the PIPE Investors, the Company Shareholder (with respect to the provisions listed in the preceding sentence only), New PubCo (with respect to the provisions listed in the preceding sentence only) and SPAC Sponsor are individually
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 4th, 2022 • HPX Corp. • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Amendment") is made as of November 3, 2022, by and between HPX Corp., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
HPX Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801Administrative Services Agreement • June 26th, 2020 • HPX Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between HPX Corp. (the “Company”) and HPX Capital Partners LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 1000 N. West Street, Suite 1200, Wilmington, DE 19801 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requested by the Compan
