EX-10.3




 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 
  

	Re:	 Certain Arrangements 



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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	3.	 This letter agreement shall become effective on the date hereof. 



 

	4.	 This letter agreement shall constitute a Transaction Document for purposes of the Company Shareholder Support
Deed and each other Transaction Document. 


  

	5.	 This letter agreement, and any claim or cause of action hereunder based upon, arising out of or related to this
letter agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this letter agreement, shall be governed by and construed in accordance with the Laws of Hong
Kong, without giving effect to the principles of conflicts of laws that would otherwise require the application of the Laws of any other jurisdiction. 


  

	6.	 All disputes arising out of or in connection with this letter agreement shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English. Any party
to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent
jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. 


  

	7.	 Sections 3.5 to 3.11 of the Company Shareholder Support Deed are incorporated herein by
reference; provided that, in each case, reference to “this Deed” therein shall mean this letter agreement. 



[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed
as of the date first written above. 
  

			
	PRIMAVERA CAPITAL ACQUISITION CORPORATION 
		
	By:	 	/s/ Tong Chen
		 	Name: Tong Chen
		 	Title: CEO



  
 [Heritage
– Signature Page to Letter Agreement] 












 IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed
as a deed as of the date first written above. 
  

			
	 LANVIN GROUP HOLDINGS LIMITED

复朗集团

		
	By:	 	/s/ Yun CHENG
		 	Name: Yun CHENG
		 	Title: Director



  
 [Heritage
– Signature Page to Letter Agreement] 












 IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed
as a deed as of the date first written above. 
  

			
	FOSUN FASHION GROUP (CAYMAN) LIMITED
		
	By:	 	/s/ Yun CHENG
		 	Name: Yun CHENG
		 	Title: Director



  
 [Heritage
– Signature Page to Letter Agreement] 












 IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed
as a deed as of the date first written above. 
  

			
	FOSUN FASHION HOLDINGS (CAYMAN) LIMITED 
		
	By:	 	/s/ Yun CHENG
		 	Name: Yun CHENG
		 	Title: Director



  
 [Heritage
– Signature Page to Letter Agreement]