AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Rights Agreement • March 23rd, 2023 • Lavoro LTD • Retail-miscellaneous retail • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of February 28, 2023, 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”).
LAVORO LIMITED RESTRICTED STOCK UNIT PLAN Approved by the Board of Directors held on May 26, 2023.Restricted Stock Unit Plan • November 1st, 2023 • Lavoro LTD • Retail-miscellaneous retail
This Restricted Stock Unit Plan (the “Plan”) is governed by the following provisions and also by the applicable legislation.
FORM OF FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • March 6th, 2023 • Lavoro LTD • Retail-miscellaneous retail • New York
The purpose of this notice is to confirm certain terms of the sale of Class A ordinary shares, par value $0.001 per share, of Lavoro Limited (the “Shares”) relating to the transaction described in that certain Forward Share Purchase Agreement dated February 20, 2023.
Subscription AgreementSubscription Agreement • March 23rd, 2023 • Lavoro LTD • Retail-miscellaneous retail
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of September 14, 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).
Re: Amendment No. 2 to Sponsor Letter Agreement (the “Letter Agreement”), dated August 13, 2021, as amended on September 14, 2022, among TPB Acquisition Corporation I, TPB Acquisition Sponsor I, LLC and the Company’s officers and directorsSponsor Letter Agreement • March 6th, 2023 • Lavoro LTD • Retail-miscellaneous retail
This Amendment No. 2 to the Letter Agreement (this “Amendment No. 2”) is being delivered, in connection with the closing of the transactions contemplated by that certain Business Combination Agreement, dated as September 15, 2022, 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 ex
Lavoro Merger Sub II Limited Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501 São Paulo—SP, 04548-005, Brazil The Production Board, LLCSponsor Letter Agreement • March 23rd, 2023 • Lavoro LTD • Retail-miscellaneous retail
This Indemnity Agreement is made on . Between: Whereas: Now it is agreed as follows:Indemnification Agreement • March 23rd, 2023 • Lavoro LTD • Retail-miscellaneous retail
