DOWNSIDE PROTECTION AGREEMENTDownside Protection Agreement • July 7th, 2022 • HPX Corp. • Blank checks
THIS DOWNSIDE PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2022, between (i) only for purposes of Sections 1, 3(e)(ii), 6(d), 7, 8 and 9 hereof, Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), (ii) HPX Capital Partners LLC, a Delaware limited liability company (“SPAC Sponsor”), (iii) only for purposes of Sections 1, 2(c) (regarding certain notification rights), 3, 4, 6(c), 7, 8 and 9 hereof, Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil (the “Company Shareholder”), and (iv) the other persons named on the signature pages hereto (each, a “PIPE Investor” and, collectively, the “PIPE Investors”). Each of the PIPE Investors, the Company Shareholder (with respect to the provisions listed in the preceding sentence only), New PubCo (with respect to the provisions listed in the preceding sentence only) and SPAC Sponsor are individually
