REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), MELI Kaszek Pioneer Sponsor LLC, a Cayman Island 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
MELI Kaszek Pioneer Corp Individual Office No. 07-156 Miami, Florida 33130 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”) and BofA Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 3,750,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Ordina
MELI Kaszek Pioneer CorpSecurities Subscription Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into as of June 17, 2021, by and between MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 3,194,444 shares of Class B ordinary shares, $0.0001 par value per share (the “Class B Shares”) and 9,126,984 shares of Class L ordinary shares, $0.0001 par value per share (the “Class L Shares” and together with the Class B Shares, the “Shares”), up to 416,667 and 1,190,476 of which, respectively, are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between MELI Kaszek Pioneer Corp, a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), and MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
Re: Forward Purchase Agreement Ladies and Gentlemen:MELI Kaszek Pioneer Corp • September 13th, 2021 • Blank checks • New York
We are pleased to accept the offer the undersigned subscriber (the “Subscriber” or “you”) has made MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), to purchase 5,000,000 shares of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Shares”), at a price of $10.00 per Forward Purchase Share. The Shares hereinafter may be referred to as the “Forward Purchase Securities.” The parties acknowledge that, at the closing of the Company’s Business Combination (the “Business Combination Closing”), the Company may deliver to the Subscriber the number of Shares to be purchased by the Subscriber pursuant hereto. The terms on which the Company is willing to sell the Forward Purchase Securities to the Subscriber, and the Company and the Subscriber’s agreements regarding such Forward Purchase Securities, are set forth in this agreement (this “Agreement”) and are as follows:
25,000,000 Class A Ordinary Shares MELI Kaszek Pioneer Corp UNDERWRITING AGREEMENTSecurities Purchase Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
MELI KASZEK PIONEER CORP Miami, FL 33130Letter Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and among MELI Kaszek Pioneer Corp (the “Company”) and MELI Kaszek Pioneer Sponsor LLC (the “Sponsor”), 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”):
Subscription of Shares and Amendment No. 1 to the Securities Subscription AgreementSecurities Subscription Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
This Subscription of Shares and Amendment No. 1 to the Securities Subscription Agreement (as defined below), dated September 10, 2021 (this “Agreement”), is made by and between MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), and MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber”).
