Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2023 • Nvni Group LTD • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made on September 29, 2023, by and between Nvni Group Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and Marcello Gonçalves (the “Indemnitee”), a director of the Company.
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • November 1st, 2024 • Nvni Group LTD • Services-prepackaged software • New York
This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2024, is entered into by and between NVNI GROUP, Ltd., a Cayman Islands company (the “Company”), and Heru Investment Holdings Limited, a company established under the laws of British Virgin Islands (the “Investor”). The Company and the Investor are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
LOCK-UP AGREEMENTLock-Up Agreement • September 29th, 2023 • Nvni Group LTD • Services-prepackaged software • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 29, 2023 by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), and each of the stockholder parties identified on Exhibit A hereto (together with any other Person who, following the effective date of this Agreement, enters into a joinder to this Agreement substantially in the form of Exhibit B hereto with New PubCo and is designated as a “Holder” for purposes of this Agreement, each, a “Holder” and collectively, the “Holders”). New PubCo and each Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2023 • Nvni Group LTD • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2023, is made and entered into by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), certain parties set forth on Exhibit A hereto (such parties, together with the Sponsor, the “Sponsor Parties” and individually, a “Sponsor Party”), and certain former shareholders of Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Nuvini”), listed on Exhibit B hereto (such stockholders, the “Nuvini Holders” and, collectively with each Sponsor Party and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.9 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Bus
FORM OF] SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2023 • Nvni Group LTD • Services-prepackaged software
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September ___, 2023, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
FORM OF] ADHERENCE AGREEMENT TO NUVINI S.A. STOCK OPTION SUBSCRIPTION PLANAdherence Agreement to Stock Option Subscription Plan • September 29th, 2023 • Nvni Group LTD • Services-prepackaged software
I, [ ], [ ], residing at [ ] (“Beneficiary”), hereby declare, through this “Adherence Agreement to the Nuvini S.A. Stock Option Subscription Plan” (“Adherence Agreement”), that I have read, analyzed, agreed to, and fully accepted, without any reservations, all the terms and conditions established in the “Nuvini S.A. Stock Option Subscription Plan” (“Plan”), registered under CNPJ number [ ], headquartered in the Municipality of São Paulo, State of São Paulo, at Rua Jesuíno Arruda, No. 769, Suite 20-B, Itaim Bibi, ZIP Code 04532-082, (“Company”) as approved at the extraordinary general meeting of the Company held on June 30, 2021 (“Plan”), under the following terms and conditions:
WARRANT TERMINATION AND ADOPTION AGREEMENT among MERCATO PARTNERS ACQUISITION CORP., NVNI GROUP LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2023Warrant Termination and Adoption Agreement • September 29th, 2023 • Nvni Group LTD • Services-prepackaged software • New York
THIS WARRANT TERMINATION AND ADOPTION AGREEMENT (this “Agreement”), dated September 29, 2023, is made by and among Mercato Partners Acquisition Corp., a Delaware corporation (the “Company”), Nvni Group Limited, a Cayman Islands exempted company (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement (as defined below).
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among MERCATO PARTNERS ACQUISITION CORP., NVNI GROUP LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2023Warrant Assignment, Assumption and Amendment Agreement • August 30th, 2023 • Nvni Group LTD • Services-prepackaged software • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [•], 2023, is made by and among Mercato Partners Acquisition Corp., a Delaware corporation (the “Company”), Nvni Group Limited, a Cayman Islands exempted company (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 5th, 2024 • Nvni Group LTD • Services-prepackaged software
This SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into on [*], 2024, by and between Nvni Group Limited, a Cayman Islands exempted company ("Issuer"), and the undersigned subscriber (the "Investor").
