SUBSCRIPTION AGREEMENTSubscription Agreement • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • New York
This Subscription Agreement (as may be amended, supplemented, modified or varied from in accordance with the terms herein, this “Subscription Agreement”), dated as of [•], is made and entered into by and among (i) Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (“SPAC”), and (iii) the party listed as the subscriber on the signature page hereof (the “Subscriber”). Capitalized terms used but not otherwise defined in this Subscription Agreement have the respective meanings given to them in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among PRIMAVERA CAPITAL ACQUISITION CORPORATION, FOSUN FASHION GROUP (CAYMAN) LIMITED, LANVIN GROUP HOLDINGS LIMITED 复朗集团, LANVIN GROUP HERITAGE I LIMITED and LANVIN GROUP HERITAGE II LIMITED dated as of March 23,...Business Combination Agreement • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This Business Combination Agreement, dated as of March 23, 2022 (this “Agreement”), is made and entered into by and among (i) Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), (ii) Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), (iii) Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), (iv) Lanvin Group Heritage I Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”) and (v) Lanvin Group Heritage II Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2”). SPAC, the Company, PubCo, Merger Sub
SHAREHOLDER SUPPORT DEEDShareholder Support Deed • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This Shareholder Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of March 23, 2022 by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT DEEDSponsor Support Deed • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This Sponsor Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”) and the other Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Sponsor Party” and, together, the “Sponsor Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Agreement • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated March 23, 2022, is made by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (the “Company”), Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 21, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This Lock-Up Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”) is made and entered into as of March 23, 2022, by and among (i) Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”), (iii) certain individuals set forth in Schedule 1 hereto (such individuals, the “SPAC Insiders”), (iv) Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (“SPAC”), and (v) certain former shareholders of Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company limited by shares, set forth in Schedule 2 hereto (such former shareholders, the “Company Holders”). The Sponsor, the SPAC Insiders, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holde
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 23rd, 2022 • Primavera Capital Acquisition Corp. • Blank checks • Hong Kong
This Investor Rights Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”) is entered into as of March 23, 2022, by and among Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (“SPAC”), Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Company”), and the parties listed on Schedule I hereto (each, an “Investor” and collectively, the “Investors”). Each of PubCo, SPAC, the Company and the Investors is referred to herein individually as a “Party” and collectively as the “Parties”.
