REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2021 • Crescera Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Crescera Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), CC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
CRESCERA CAPITAL ACQUISITION CORP. 17,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2021 • Crescera Capital Acquisition Corp. • Blank checks • New York
Crescera Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 17,500,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,625,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2021 • Crescera Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Crescera Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and CC Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 27th, 2021 • Crescera Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Crescera Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 27th, 2021 • Crescera Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Crescera Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Crescera Capital Acquisition Corp. Rua Aníbal de Mendonça, 27 2nd floor, Rio de Janeiro, RJ 22410-050, Brazil Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 27th, 2021 • Crescera Capital Acquisition 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 by and between Crescera Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), UBS Securities LLC, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2021 • Crescera Capital Acquisition Corp. • Blank checks
This Securities Purchase Agreement (this “Agreement”), effective as of October 18, 2021, is made and entered into by and between Crescera Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and CC Sponsor LLC, a Cayman Islands limited liability company (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 27th, 2021 • Crescera Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Crescera Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PROMISSORY NOTE ASSIGNMENT AND ASSUMPTION AGREEMENTPromissory Note Assignment and Assumption Agreement • October 27th, 2021 • Crescera Capital Acquisition Corp. • Blank checks • New York
THIS PROMISSORY NOTE ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of April 1, 2021, by and among (i) Jaime Cardoso Danvila (the “Assignor”); (ii) CC Sponsor LLC, a Cayman Islands limited liability company (the “Assignee”); and (iii) Crescera Capital Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”).
SECURITIES PURCHASE ASSIGNMENT AGREEMENTSecurities Purchase Assignment Agreement • October 27th, 2021 • Crescera Capital Acquisition Corp. • Blank checks • New York
This Securities Purchase Assignment Agreement (this “Agreement”), dated as of April 7, 2021, is made and entered into by and between CC Sponsor LLC, a Cayman Islands limited liability exempted company (the “Sponsor”) and Jaime Cardoso Danvila (the “Initial Purchaser”).
