12,500,000 UNITS AGRICO ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2021 • Agrico Acquisition Corp. • Blank checks • New York
The undersigned, Agrico Acquisition Corp., a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2021 • Agrico Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 7, 2021, by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (or their designees) (each, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • April 21st, 2022 • Agrico Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of April 20, 2022, between Agrico Acquisition Corp., a Cayman Islands exempted company, with offices at Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 13th, 2021 • Agrico Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of July 7, 2021 (“Agreement”), by and between Agrico Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
Agrico Acquisition Corp. Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands Maxim Group LLC 405 Lexington Ave 2nd Floor New York, NY 10174Letter Agreement • July 13th, 2021 • Agrico Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Agrico Acquisition Corp., a Cayman Islands corporation (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”), and one-half of one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 13th, 2021 • Agrico Acquisition Corp. • Blank checks • New York
COMPANY HOLDERS SUPPORT AGREEMENTCompany Holders Support Agreement • February 4th, 2022 • Agrico Acquisition Corp. • Blank checks • New York
This Company Holders Support Agreement (this “Agreement”), dated as of January 30, 2022, is entered into by and among Agrico Acquisition Corp., a Cayman Islands corporation (“Acquiror”), Kalera AS, a Norwegian private limited liability company (the “Company”) and certain of the shareholders of the Company, whose names appear on the signature pages of this Agreement (such shareholders, the “Shareholders”, and Acquiror, the Company and the Shareholders, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
BUSINESS COMBINATION AGREEMENT by and among AGRICO ACQUISITION CORP. as Purchaser, KALERA AS, as the Company, FIGGREEN LIMITED, as Holdco, KALERA CAYMAN MERGER SUB as Cayman Merger Sub,Business Combination Agreement • February 4th, 2022 • Agrico Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of January 30, 2022, by and among (i) Agrico Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356 (“Holdco”), (iii) Kalera Cayman Merger Sub, a Caymans Islands exempted company (“Cayman Merger Sub”), (iv) Kalera Luxembourg Merger Sub SARL a limited liability company (société à responsabilité limitée), to be incorporated under the laws of the Grand Duchy of Luxembourg, to have its registered office at 12E Rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and to registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) hereby represented by Holdco as sole founding shareholder acting in the name and on behalf of Kalera Luxembourg Merger Sub SARL (“Lux Merger Sub” and, together with Cayman Merge
SHARE ESCROW AGREEMENTShare Escrow Agreement • July 13th, 2021 • Agrico Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of July 7, 2021 (“Agreement”), by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Escrow Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 4th, 2022 • Agrico Acquisition Corp. • Blank checks • New York
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of January 30, 2022 by and among DJCAAC LLC, a Delaware limited liability company (“Sponsor”), Agrico Acquisition Corp., a Cayman Islands exempted company (“Purchaser”), Kalera AS, a Norwegian private limited liability company (together with its successors, the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
Agrico Acquisition Corp. Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman IslandsAgrico Acquisition Corp. • July 13th, 2021 • Blank checks • New York
This letter agreement by and between Agrico Acquisition Corp. (the “Company”) and De Jong Capital LLC (“De Jong Capital”), 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 Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
