Exhibit 10.1


 


January 21, 2021


 


Primavera Capital Acquisition Corporation

41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. (the “Representatives”), as
the representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial
public offering (the “Public Offering”) of 41,400,000 of the Company’s units (including up to 5,400,000
units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class
A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half
of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the
Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Primavera Capital Acquisition LLC, a Cayman Islands limited liability
company (the “Sponsor”), and the other undersigned persons (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1.       The
Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in
favor of any proposed Business Combination, including any related proposals, and (ii) not redeem any Shares owned by it, him or
her in connection with such shareholder approval.


 


2.       The
Sponsor and each Insider hereby agrees with the Company that in the event that the Company fails to consummate a Business Combination
within 24 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in
accordance with the Company’s amended and restated memorandum and articles of association, the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem
100% of the Class A ordinary shares sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to
provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any
amendment to the Company’s amended and restated memorandum and articles of association (a) that would modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination
or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 24 months from the closing
of the Public Offering or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares
upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Offering
Shares.


 




     


     


    

The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. The Sponsor and
each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or
she may have in connection with (a) the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a shareholder vote to approve such Business Combination or in the context of a tender offer made by
the Company to purchase Class A ordinary shares, or (b) a shareholder vote to approve an amendment to the amended and restated
memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with a Business Combination or to redeem 100% of its public shares if the Company has not consummated a Business
Combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to
shareholders’ rights or pre-Business Combination activity (although the Sponsor and the Insiders shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within 24 months from the date of the closing of the Public Offering).


 


3.       Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the
Representatives, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise)), directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect
to, any Units, Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares
or publicly announce an intention to effect any such transaction. Any release or waiver granted shall only be effective two business
days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver
is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same
terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the
transfer.


 


4.       In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
equityholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever)
to which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent
public accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the
Company has discussed entering into a transaction agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii)
such lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets
as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the
Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a
waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity
of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event
that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the
extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel
of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the
Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 


5.       To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 5,400,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit,
at no cost, a number of Founder Shares in the aggregate equal to 1,350,000 multiplied by a fraction, (i) the numerator of which
is 5,400,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii)
the denominator of which is 5,400,000 (the “Over-Allotment Forfeiture”).


 




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6.       Prior
to the Public Offering, the Company entered into forward purchase agreements pursuant to which certain investors (the “Anchor
Investors”) agreed to subscribe for an aggregate of 8,000,000 Class A ordinary shares plus 2,000,000 redeemable warrants
for a purchase price of $10.00 multiplied by the number of Class A ordinary shares, or $80,000,000 in the aggregate, in a private
placement to close concurrently with the closing of the initial Business Combination. In connection with entering into these agreements,
the Sponsor was issued an aggregate of 2,000,000 Founder Shares and subsequently transferred to the Anchor Investors an aggregate
of 1,000,000 of such Founder Shares for no cash consideration. To the extent that the Anchor Investors fail to close on their obligation
to purchase forward purchase securities at the time of the initial Business Combination, the Sponsor agrees that it shall forfeit,
at no cost, the incremental 1,000,000 shares or such lesser number of shares in order to maintain the 20.0% ratio of the Class
B ordinary shares (prior to giving effect to their conversion at closing of the initial Business Combination) against the total
number of the Company’s issued and outstanding Shares after the Public Offering (the “Forward Purchase Forfeiture”).


 


All references in this Letter Agreement
to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Founder Shares as
a matter of Cayman Islands law. The Over-Allotment Forfeiture will be adjusted to the extent that the over-allotment option is
not exercised in full by the Underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding
Shares after the Public Offering. The Initial Shareholders further agree that to the extent that the size of the Public Offering
is increased or decreased, the Company will effect a capitalization or share repurchase or redemption or other appropriate mechanism,
as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the at 20.0% of the Company’s
issued and outstanding Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the
size of the Public Offering, (A) the references to 5,400,000 in the numerator and denominator of the formula in the first sentence
of this paragraph shall be changed to a number equal to 15% of the number of Class A ordinary shares included in the Units issued
in the Public Offering and (B) the reference to 1,350,000 in the formula set forth in the immediately preceding sentence shall
be adjusted to such number of Founder Shares that the Founder Shares would represent an aggregate of 20.0% of the Company’s
issued and outstanding Shares after the Public Offering.


 


7.       The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b),
and 9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.


 


8.       (a)
The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or Class A ordinary
shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial
Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial Business Combination or (y) the date following the completion of the Company’s initial Business Combination
on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction
that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property (the “Founder Shares Lock-up Period”).


 


(b)       The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Class A ordinary shares
issued or issuable upon the conversion or exercise of the Private Placement Warrants), until 30 days after the completion of a
Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c)       Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Class A ordinary
shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares, are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s
immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate
of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic


 




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relations
order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s
liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of Cayman Islands
or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; or
(h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other
similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;
provided, however, that, in the case of clauses (a) through (e) and (g), these permitted transferees (the “Permitted
Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
in this Agreement.


 


9.       The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company, if any (including any such information included
in the Prospectus), is true and accurate in all respects and does not omit any material information with respect to such Insider’s
background. The Sponsor and each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects.
The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action
for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the
offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


10.       Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect
of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the
consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than
the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business
Combination: (i) repayment of an aggregate of up to $250,000 in loans made to the Company by the Sponsor to cover offering-related
and organizational expenses; (ii) reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating
an initial Business Combination; (iii) payment of any fees related to compensation of any of the Company’s officers or directors;
and (iv) repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor,
an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with
an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a
portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as
no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants
at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.


 


11.       The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and,
as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer/and or director of the Company.


 


12.       As
used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Class A ordinary shares and the Class B ordinary shares; (iii) “Founder Shares”
shall mean the 12,350,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding immediately prior to the
consummation of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any Insider
that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to
9,200,000 Class A ordinary shares of the Company (or 10,280,000 Class A ordinary shares if the over-allotment option is exercised
in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $9,200,000 in the aggregate (or $10,280,000
if the over-allotment option is exercised in full), or $1.00 per Warrant, in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Trust Account” shall mean


 




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the
trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put
equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16
of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b)
entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b).


 


13.       This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by the Sponsor and each Insider that is the subject of any such change, amendment modification or
waiver.


 


14.       No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and Permitted Transferees.


 


15.       This
Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail
(including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§
301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that
any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


16.       This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.       This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


18.       Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


19.       Each
party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to
this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall
be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice
obligations.


 


20.       This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not
consummated and closed by January 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 




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	 	Sincerely,
 
 PRIMAVERA CAPITAL ACQUISITION LLC

                     

                    

	 	By:	/s/ Fred Hu
	 	 	Name:	Fred Hu
	 	 	Title:	Managing Member



 


 

	 	/s/ Fred Hu
	 	Fred Hu



 


 

	 	/s/ Tong Chen
	 	
        Tong Chen

         

         

	 	/s/ Chenling Zhang
	 	
        Chenling Zhang

         

         

	 	/s/ Muktesh Pant
	 	
        Muktesh Pant

         

         

	 	/s/ Teresa Anne
	 	
        Teresa Anne Teague

         

         

	 	/s/ Sonia Cheng
	 	Sonia Cheng



 




	Acknowledged and Agreed:

                                             
 
 PRIMAVERA CAPITAL ACQUISITION CORPORATION
	 
	 	 
	 	 
	By:	/s/ Tong Chen	 
	 	Name:	Tong Chen	 
	 	Title:	Chief Executive Officer	 



 


 


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