BUSINESS COMBINATION AGREEMENT by and amongBusiness Combination Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT is made and entered into as of February 26, 2023 (this “Agreement”), by and among Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Nuvini Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, together with the Company and New PubCo, the “Company Parties”), and Mercato Partners Acquisition Corporation, a Delaware corporation (“SPAC”). Each Company Party and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein without definition have the meanings set forth in Article I.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 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).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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 Business Com
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of ___________, 2023 by and among all of the shareholders of Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct subsidiary of the Company’s shareholders (the “Company”), all of whom are set forth on Schedule 1 attached hereto (each such shareholder, a “Company Shareholder” and collectively, the “Company Shareholders”) and Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”). Each Company Shareholder and New PubCo are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 26, 2023, by and among Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), the Persons listed on Schedule I hereto (together with the Sponsor, each, a “Stockholder” and, collectively, the “Stockholders”), Mercato Partners Acquisition Corporation, a Delaware corporation (“SPAC”), Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”). Sponsor, the Stockholders, SPAC, the Company and New PubCo are each sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SHAREHOLDER VOTING AND SUPPORT AGREEMENTShareholder Voting and Support Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
This Shareholder Voting and Support Agreement (this “Shareholder Agreement”) is dated as of February 26, 2023, by and among, Heru Investment Holdings Ltd. (the “Stockholder”), Mercato Partners Acquisition Corporation, a Delaware corporation (“SPAC”), Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
