Exhibit 10.3
EXECUTION VERSION
Primavera Capital Acquisition Corporation (“SPAC”)
41/F Gloucester Tower
15 Queen’s Road Central
Hong Kong
Lanvin Group Holdings Limited 复朗集团 (“PubCo”)
Fosun Fashion Group (Cayman) Limited (the “Company”)
3701-02, Tower S2, Bund Finance Center
600 Zhongshan Rd East No.2
Shanghai, 200010, China
Fosun Fashion Holdings (Cayman) Limited (“FFH”)
PO Box 309, Upland House
Grand Cayman KY1-1104
Cayman Islands
October 28, 2022
Dear Sirs:
Reference is made to (i) the Shareholder Support Deed, dated March 23, 2022, by and among SPAC, the Company, PubCo, FFH and certain other parties thereto (as may be amended, supplemented, modified and varied in accordance with the terms therein from time to time, the “Company Shareholder Support Deed”) and (ii) the letter agreement regarding certain arrangements, dated October 17, 2022, by and among SPAC, PubCo, the Company and FFH (as may be amended, supplemented, modified and varied in accordance with the terms therein from time to time, the “Letter Agreement”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company Shareholder Support Deed or the Letter Agreement, as applicable.
1. | Each of the parties hereto confirms, acknowledges and agrees that, notwithstanding anything to the contrary in the Company Shareholder Support Deed or the Letter Agreement to the contrary, FFH shall not be obligated to surrender any Company Ordinary Share pursuant to either Section 1.6(e) and Schedule I of the Company Shareholder Support Deed or pursuant to paragraph 1 and Schedule I of the Letter Agreement. |
2. | FFH hereby confirms, acknowledges and agrees that the Company Shareholder Support Deed and all of its obligations thereunder shall not be or deemed to be amended, changed, supplemented, waived or otherwise modified or terminated by this letter agreement and shall continue in full force and effect. Without limitation to the foregoing, FFH hereby expressly confirms, acknowledges and agrees that all of the provisions of Article I of the Company Shareholder Support Deed other than Section 1.6(e)(i) continue to apply in full force and effect to FFH as a Company Shareholder thereunder, notwithstanding any amendment to the Business Combination Agreement, as if each of those provisions had been repeated herein on the date hereof and immediately after the effectiveness of each such amendment. |
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