Exhibit 10.9


 


SECURITIES PURCHASE ASSIGNMENT AGREEMENT


 


This Securities Purchase Assignment
Agreement (this “Agreement”), dated as of April 7, 2021, is made and entered into by and between CC Sponsor LLC, a Cayman
Islands limited liability exempted company (the “Sponsor”) and Jaime Cardoso Danvila (the “Initial Purchaser”).


 


WHEREAS, Crescera Capital
Acquisition Corp. (the “Company”) and the Initial Purchaser entered into that certain Securities Subscription Agreement, dated
as of March 12, 2021, by and between the Initial Purchaser and the Company (the “Subscription Agreement”), pursuant to which
the Company issued and sold 5,750,000 shares of the Company’s Class B ordinary shares, par value US$0.0001 per share (the “Class
B Ordinary Shares”), to the Initial Purchaser;


 


WHEREAS, on the terms and
subject to the conditions set forth in this Agreement, the Initial Purchaser wishes to sell, assign and transfer the Class B Ordinary
Shares to the Sponsor, and the Sponsor wishes to purchase the Class B Ordinary Shares from the Initial Purchaser and be bound by the terms
of this Agreement;


 


NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:


 


Section 1. Assignment of
Securities. The Initial Purchaser hereby sells, assigns and transfers to the Sponsor, and the Sponsor hereby purchases, the Class
B Ordinary Shares for an aggregate purchase price of US$25,000.00 which was previously paid in connection with the Subscription Agreement
by the Sponsor on behalf of the Initial Purchaser.


 


Section 2. No Conflicts.
Each party represents and warrants that neither the execution and delivery of this Agreement by such party, nor the consummation or performance
by such party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result
in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under
any agreement to which it is a party.


 


Section 3. Representations.
(a) The Sponsor represents and warrants as follows: the Sponsor hereby acknowledges that an investment in the Class B Ordinary Shares
involves certain significant risks. The Sponsor acknowledges and hereby agrees that the Class B Ordinary Shares will not be transferable
under any circumstances unless the Class B Ordinary Shares are registered in accordance with federal and state securities laws or an exemption
under such laws is available. The Sponsor further acknowledges and hereby agrees that the Class B Ordinary Shares are subject to transfer
restrictions and forfeiture provisions as set forth in the Subscription Agreement and the Letter Agreement to be entered into among the
Company, the Sponsor and the other individual parties thereto, and the lock-up provisions therein.


 


The Sponsor further understands
that any certificates evidencing the Class B Ordinary Shares will bear a legend (as provided in the Subscription Agreement) referring
to the foregoing transfer restrictions. The Class B Ordinary Shares are being assigned solely for the Sponsor’s own account, for
investment purposes only, and are not being assigned with a view to or for the resale, distribution, subdivision or fractionalization
thereof; and the Sponsor has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution,
subdivision or fractionalization. The Sponsor is able to bear the risk of its investment for an indefinite period of time. The Sponsor
has been given the opportunity to (i) ask questions of and receive answers from the Initial Purchaser and the Company concerning the terms
and conditions of the Class B Ordinary Shares, and the business and financial condition of the Company and (ii) obtain any additional
information that the Initial Purchaser possesses or can acquire without unreasonable effort or expense that is necessary to assist the
Sponsor in evaluating the advisability of the receipt of the Class B Ordinary Shares and an investment in the Company. The Sponsor is
not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. The Sponsor


 




     


     


    

is an “accredited
investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”).


 


(b) The Initial Purchaser represents
and warrants that he has not engaged in any general solicitation or general advertising within the meaning of Rule 502 under the Securities
Act with respect to the offer and sale of the Class B Ordinary Shares.


 


Section 4. Assignment of
Rights. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party.


 


Section 5. Miscellaneous.
This Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the
entire agreement and understanding of the parties hereto in respect of its subject matter. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


Section 6. Governing Law.
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws
of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles
thereof.


 


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IN WITNESS WHEREOF, the undersigned have executed
this Agreement to be effective as of the date first set forth above.


 


	 	CC Sponsor LLC
	 	 
	 	 
	 	By:	/s/ Jaime Cardoso Danvila
	 	 	Name: Jaime Cardoso Danvila
	 	 	Title: Director



 


 

	 	
    Crescera Capital Acquisition Corp.

     

	 	 
	 	By:	/s/ Laura Guaraná Carvalho
	 	 	Name: Laura Guaraná Carvalho
	 	 	Title: Chief Financial Officer



 


 

	 	Jaime Cardoso Danvila, as Initial Purchaser 
	 	 
	 	 
	 	By:	/s/ Jaime Cardoso Danvila
	 	 	Name: Jaime Cardoso Danvila
	 	 	Title: Director