Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment
Management Trust Agreement (this “Agreement”) is made effective as of January 21, 2021, by and between Primavera
Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-251917 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary
Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities
(USA) LLC and Citigroup Global Markets Inc., as representatives ( the “Representatives”) of the several underwriters
(the “Underwriters”) named therein; and


 


WHEREAS,
as described in the Prospectus, $360,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $414,000,000 if the Underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred
to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together
as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $12,600,000, or $14,490,000 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable
by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW THEREFORE,
IT IS AGREED:


 


1.       Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 




     


     


    

(a)       Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. charted commercial bank with consolidated
assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the
Trustee that is reasonably satisfactory to the Company;


 


(b)       Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)       In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while on
deposit, the Trustee may earn bank credits or other consideration;


 


(d)       Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)       Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)       Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completing
of the audit of the Company’s financial statements by the Company’s auditors;


 


(g)       Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)       Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 


(i)       Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of


 




    2 


     


    

the
Company by its Chief Executive Officer or Chairman of the board of directors of the Company (the “Board”),
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which
interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached
hereto as Exhibit B, less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination
Letter and the other documents referred to therein, or (y) upon the date which is the later of i) 24 months after the closing
of the Offering and ii) such later date as may be approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior
to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of
any taxes payable and less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders
of record as of such date;


 


(j)       Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property
requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other
income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method
of prompt payment, and the Company shall forward such payment to the relevant taxing authority, as applicable; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so
long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill for the Company and a written statement from the principal financial officer of the Company
setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned
on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request;


 


(k)       Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Public Shareholders of record as of such date the amount requested
by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association iii) that would
affect the


 




    3 


     


    

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 its public Ordinary Shares if the Company has not consummated an initial Business Combination within such
time as is described in the Company’s amended and restated memorandum and articles of association or iv) with respect to
any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and


 


(l)       Not
make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j) or 1(k)
above.


 


2.       Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)       Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer. In addition, except
with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely
on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company
shall promptly confirm such instructions in writing;


 


(b)       Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by
it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld
or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which
such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel;


 


(c)       Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless


 




    4 


     


    

and
until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the
Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall
not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A
and as may be provided in Section 2(b) hereof;


 


(d)       In
connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder
meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e)       Provide
the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)       Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement;


 


(g)       Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in a
form substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the account
or accounts directed by the Representatives; and


 


(h)       Within
four (4) business days after the Underwriters’ exercise of the over-allotment option (or any unexercised portion thereof)
or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount,
which shall in no event be less than $10,500,000 (or $12,075,000 if the Underwriters’ over-allotment option is exercised
in full).


 


3.       Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)       Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)       Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 




    5 


     


    

(c)       Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)       Refund
any depreciation in principal of any Property;


 


(e)       Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)       The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but
also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)       Verify
the accuracy of the information contained in the Registration Statement;


 


(h)       Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i)       File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(j)       Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust


 




    6 


     


    

Account
or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof;
or


 


(k)       Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) and 1(k) hereof.


 


4.       Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.       Termination.
This Agreement shall terminate as follows:


 


(a)       If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)       At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 2(b); or


 


(c)       If
the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
by the Trustee from the Company or Primavera Capital Acquisition LLC for purposes of funding the Trust Account shall be promptly
returned to the Company or Primavera Capital Acquisition LLC, as applicable.


 




    7 


     


    

6.       Miscellaneous.


 


(a)       The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to
funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)       This
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.


 


(c)       This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value
$0.003 per share, of the Company voting together as a single class; provided that no such amendment will affect any Public
Shareholder who has otherwise indicated his, her or its election to redeem his, her or its Ordinary Shares in connection with
a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified
(other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d)       The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO
THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)       Any
notice, consent or request to be given in connection with any of the terms or provisions of this 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,
by electronic mail or by facsimile transmission:


 


if to the Trustee,
to:


 




    8 


     


    

Continental Stock Transfer
& Trust Company





One State Street, 30th
Floor





New York, New York 10004





Attn: Francis Wolf &
Celeste Gonzalez





Email: fwolf@continentalstock.com





Email: cgonzalex@continentalstock.com


 


if to the Company,
to:


 


Primavera Capital Acquisition
Corporation





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





Attn: Tong Chen





Email: max.chen@primavera-capital.com


 


in each case, with
copies to:


 


Davis Polk &
Wardwell LLP

450 Lexington Avenue

New York, NY 10017





Attn: Derek J. Dostal,
Esq.

Email: derek.dostal@davispolk.com


 


and


 


Credit Suisse Securities
(USA) LLC





Eleven Madison Avenue





New York, New York 10010





Attn.: Niron Stabinsky





Email: niron.stabinsky@credit-suisse.com


 


and


 


Citigroup Global Markets
Inc.





388 Greenwich Street





New York, New York 10013





Attn: Pavan Bullur





Email: pavan.bellur@citi.com


 


and


 


Skadden Arps, Slate,
Meagher & Flom LLP





300 South Grand Avenue,
Suite 3400





Los Angeles, CA 90071


Attn:    Gregg
A. Noel, Esq. 


Email: gregg.noel@skadden.com


 


(f)       This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 




    9 


     


    

(g)       Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(h)       This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)       This
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.


 


(j)       Each
of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, are third
party beneficiaries of this Agreement.


 


(k)       Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature
Page Follows]


 




    10 


     


    

IN WITNESS
WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name:Francis Wolf
	 	 	Title:Vice President



 


 

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



 


 


 


[Signature
Page to Investment Management Trust Agreement]


 



    


     


    

SCHEDULE
A


 


	Fee
Item 
	Time
and method of payment 
	Amount 

	Initial acceptance fee	Initial closing of Offering by wire transfer	$3,500.00
	Trustee administration fee	First year, initial closing of Offering by wire transfer; thereafter on the anniversary
    of the effective date of the Offering by wire transfer or check	$10,000.00
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	Billing to the Company following disbursement made to Company under Section 1	$250.00
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)	Prevailing rates




    Sched A-1


     


    

EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental Stock Transfer &
Trust Company





One State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf and Celeste
Gonzalez


 


Re: Trust Account No. Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Primavera Capital Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·],
2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [·]
(the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time
as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance
with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and to transfer the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that Credit
Suisse Securities (USA) LLC and Citigroup Global Markets Inc. (together, the “Representatives”) (with respect
to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the
funds are on deposit in the trust operating account at J.P. Morgan Chase Bank N.A. awaiting distribution, neither the Company
nor the Representatives will earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the
“Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer
or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s
shareholders, if a vote is held and (b) joint written instruction signed by the Company and the Representatives with respect to
the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held


 




    A-1


     


    

in
the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of
the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds
should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all
the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 


In the event
that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on
the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 


	 	Very truly yours,

         

        Primavera Capital Acquisition
        Corporation

         

	 	By:	 
	 	 	Name:
	 	 	Title:


cc:          Credit Suisse Securities
(USA) LLC





Citigroup
Global Markets Inc.


 




    A-2


     


    

EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental Stock Transfer &
Trust Company





One State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf & Celeste
Gonzalez


 


Re: Trust Account No. Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Primavera Capital Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·],
2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination
with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of
association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer
the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders.
The Company has selected [·] as the effective date for the purpose of determining
when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent
of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public
Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,

         

        Primavera Capital Acquisition
        Corporation

         

	 	By:	 
	 	 	Name:
	 	 	Title:


cc:          Credit Suisse Securities
(USA) LLC





Citigroup
Global Markets Inc.


 




    B-1


     


    

EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental Stock Transfer &
Trust Company





One State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf & Celeste
Gonzalez


 


Re: Trust Account No. Tax
Payment Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Primavera Capital Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·],
2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[·]
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


The Company
needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the
terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,

         

        Primavera Capital Acquisition
        Corporation

         

	 	By:	 
	 	 	Name:
	 	 	Title:


cc:          Credit Suisse Securities
(USA) LLC





Citigroup
Global Markets Inc.


 




    C-1


     


    

EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental Stock Transfer &
Trust Company





One State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf & Celeste
Gonzalez


 


Re: Trust Account No. Shareholder
Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Primavera Capital Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·],
2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders
of the Company $[·] of the principal and interest income earned on the Property
as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders
who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The Company
needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company
in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum
and articles of association (i) that would affect 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 its public Ordinary Shares if the Company
does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision
relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,

         

        Primavera Capital Acquisition
        Corporation

         

	 	By:	 
	 	 	Name:
	 	 	Title:


cc:          Credit Suisse Securities
(USA) LLC





Citigroup
Global Markets Inc.


 


 












    11