AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • October 31st, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • New York
This Amended and Restated Subscription Agreement (as may be further amended, supplemented, modified or varied from in accordance with the terms herein, this “A&R Subscription Agreement”), dated as of October 28, 2022, 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”), (iii) Fosun Fashion Holdings (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Subscriber”), (iv) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (v) Fosun International Limited, a Hong Kong company with limited liability (“Fosun”). Capitalized terms used but not otherwise defined in this A&R Subscription Agreement have the respective meanings given to them in the Business Combination Agreement (as defined below).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • October 31st, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • Hong Kong
This NON-REDEMPTION AGREEMENT (this “Non-Redemption Agreement”) is entered into [•], 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 undersigned (“Holder” or “you”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
October 19, 2022 LANVIN GROUP HOLDINGS LIMITED MERITZ SECURITIES CO., LTD. RELATIONSHIP AGREEMENT in relation to the shares of LANVIN GROUP HOLDINGS LIMITEDRelationship Agreement • October 31st, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • New York
