Exhibit 10.6





 


SHARE ESCROW AGREEMENT


 


SHARE ESCROW AGREEMENT,
dated as of July 7, 2021 (“Agreement”), by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”),
the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial
Shareholders”) and Continental Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Escrow
Agent”).


 


WHEREAS, the Company has
entered into an Underwriting Agreement, dated as of July 7, 2021 (the “Underwriting Agreement”), with Maxim Group LLC
(“Maxim”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant
to which, among other matters, the Underwriters have agreed to purchase 12,500,000 units (“Units”) of the Company, plus
an additional 1,875,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one ordinary
share of the Company, par value $0.0001 per share (the “Shares,” and each, a “Share”), and one-half of one
redeemable warrant, each redeemable warrant entitling the holder thereof to purchase one Share at an exercise price of $11.50 per
share, as more fully described in the Company’s Prospectus, dated June 25, 2021 (“Prospectus”), comprising part of
the Company’s Registration Statement on Form S-1 (File No. 333-255426) under the Securities Act of 1933, as amended
(collectively, the “Registration Statement”), declared effective on July 7, 2021 (“Effective Date”); and


 


WHEREAS, DJCAAC
LLC, a Delaware limited liability company (the “Sponsor”), and Maxim have agreed to purchase an aggregate of 6,500,000 warrants
(or 7,250,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant (the “Private Placement
Warrants”), in a private placement that will close simultaneously with the closing of the offering, with each warrant exercisable
to purchase one Share at a price of $11.50 per share; and


 


WHEREAS, the
Initial Shareholders have agreed as a condition of the sale of the Units to deposit their founder shares (as defined in the Prospectus)
and the Private Placement Warrants, as set forth opposite their respective names in Exhibit A attached hereto (the founder shares and
the Private Placement Warrants are collectively referred to as the “Escrow Shares”), in escrow as hereinafter provided; and


 


WHEREAS, the Company and the Initial
Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be controlled and released as hereinafter provided.


 


IT IS AGREED:


 


1.
Appointment of Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance
with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with
and subject to such terms.


 


2. Deposit
of Certificates for Escrow Shares. On or prior to the date hereof, each of the Initial Shareholders delivered to the Escrow
Agent certificates (if any) representing such Initial Shareholder’s respective Escrow Shares (“Certificates”),
together with applicable share powers (if requested by the Escrow Agent), to be controlled and released subject to the terms and
conditions of this Agreement. Each of the Initial
Shareholders acknowledges that the Certificate representing such Initial Shareholder’s Escrow Shares is legended to reflect the
deposit of such Escrow Shares under this Agreement.


 




     


     


    




 


		3.	Release of the Escrow Shares.



 


3.1
The Escrow Agent shall hold the Certificates during the applicable period (each, the “Escrow Period”) commencing on
the date hereof and until the earlier of: (A) as to the founder shares, (i) one year after the completion of the Business Combination,
(ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination
that results in all of the shareholders of the Company having the right to exchange their shares for cash, securities or other property,
or (iii) the date on which the last sale price of the ordinary share equals or exceeds $12.00 per share (as adjusted for share splits,
share dividends (being share capitalizations under Cayman Islands law), reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Business Combination; and (B) as to the Private Placement
Warrants, until the completion of the Business Combination. The Company shall promptly provide notice of the consummation of a Business
Combination to the Escrow Agent. Upon completion of the applicable Escrow Period, the Escrow Agent shall release such amount of each Initial
Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent
is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the applicable Escrow
Period, then the Escrow Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion
of a Business Combination, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction
which results in all of the shareholders of such entity having the right to exchange their Shares for cash, securities or other property,
then the Escrow Agent will, upon receipt of a notice executed by the Chief Executive Officer or other authorized officer of the Company,
in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have
been achieved, as applicable, release the Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder
after the release or destruction of the Certificates in accordance with this Section 3.


 


 3.2 [Reserved].




 


		4.	Rights of Initial Shareholders in Escrow Shares.



 


4.1
Voting Rights as a Shareholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as
herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the applicable Escrow
Period, including, without limitation, the right to vote such shares.


 


4.2
Dividends and Other Distributions in Respect of the Escrow Shares. During the applicable Escrow Period, all dividends payable
in cash with respect to the Escrow Shares shall be paid to the Initial Shareholders, but all share capitalizations or other non-cash property
(“Non- Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares”
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 




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4.3
Restrictions on Transfer. During the applicable Escrow Period, the Company shall instruct the registrar and transfer agent
of the Company not to register a transfer of Escrow Shares without the written consent of the Escrow Agent for as long as this Agreement
remains in force and the only permitted transfers of the Escrow Shares will be (1) among the insiders, to our officers, directors, advisors
and employees, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of
our Sponsor,(2) to an insider’s affiliates or its members upon its liquidation, (3) in the case of an individual, by gift to a member
of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s
immediate family, an affiliate of such person or to a charitable organization, (4) in the case of an individual, by virtue of laws of
descent and distribution upon death of the individual; (5) in the case of an individual, pursuant to a qualified domestic relations order,
(6) by private sales or transfers made at prices no greater than the price at which the securities were originally purchased, (7) by private
sales at negotiated prices, which transfers are not effected until the consummation of an initial business combination, (8) in the event
of our liquidation prior to the completion of our initial business combination; (9) by virtue of the Cayman Islands laws or our Sponsor’s
limited liability company agreement upon dissolution of our sponsor; (10) in the event of our liquidation, merger, share exchange, reorganization
or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities
or other property subsequent to our completion of our initial business combination or (11) transfers to us for cancellation in connection
with the consummation of an initial business combination, in each case (except for clauses (8) through (11)) these permitted transferees
must enter into a written agreement agreeing to be bound by the transfer restrictions herein, and by the same agreements entered into
by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions
described therein).


 


4.4
Insider Letters. Each of the Initial Shareholders has executed a letter agreement with the Company, dated as indicated on
Exhibit A hereto, and the forms


of which are filed as exhibits to the Registration Statement
(“Insider Letters”), respecting the rights


and obligations of such Initial Shareholder in certain
events, including but not limited to the liquidation of the Company.


 


		5.	Concerning the Escrow Agent.



 


5.1 Good Faith Reliance.
The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment,
and 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 Escrow Agent), 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 is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall have given its prior written consent thereto.





 




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5.2
Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including
counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving
any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder,
or the Escrow Shares subject to this Agreement, other than expenses or losses arising from the gross negligence, fraud or willful misconduct
of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action,
suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the
Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership
or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow
Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom
and under what circumstances the Escrow Shares are to be released and delivered. The provisions of this Section 5.2 shall survive in the
event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3
Compensation. The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by
it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and
disbursements and all taxes or other governmental charges.


 


5.4
Further Assurances. From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver
or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts
as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting hereunder.


 


5.5
Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its
giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall
become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company and approved
by Maxim, which approval will not be unreasonably withheld, conditioned or delayed, the Escrow Shares subject to this Agreement. If no
new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Shares with any court it reasonably deems appropriate in the State of New York.


 


5.6
Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if
so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective
only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 




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5.7
Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder
for its own gross negligence, fraud or its own willful misconduct.


 


5.8
Waiver. The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


		6.	Miscellaneous.



 


6.1
Governing Law; Jurisdiction. In connection with Section 5-1401 of the General Obligations Law of the State of New York,
this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles
of conflicts of law that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that
any action, proceeding or claim arising out of or relating in any way to this Agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall
be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in
English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s
decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such
arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing
party or as otherwise directed by the arbitrators.


 


6.2
 Third Party Beneficiaries. Each of the Initial Shareholders hereby acknowledges that Maxim is a third party beneficiary
of this Agreement and this Agreement may not be modified or changed without the prior written consent of Maxim.


 


6.3
Entire Agreement. This Agreement, together with the Insider Letters, contains the entire agreement of the parties hereto
with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument
in writing signed by each of the parties hereto.


 


6.4
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation thereof.


 


6.5
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their
legal representatives, successors and assigns.








 




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6.6
Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered
personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid,
and shall be deemed given when so delivered personally or, if mailed, two business days after the date of mailing, as follows:


 


If to the Company, to:


 


Agrico Acquisition Corp.


Boundary Hall, Cricket Square


Grand Cayman, KY1-1102, Cayman Islands


		Attn: 	Brent de Jong, Chief Executive Officer





 


If to a Shareholder, to his/its address set forth in
Exhibit A.


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company, LLC


1 State Street 30th floor


New York, NY 10004


Attn: Corporate Actions


 


A copy (which copy shall not constitute notice) sent
hereunder shall be sent to:


 


Maxim Group LLC


405 Lexington Avenue


New York, NY 10174


Att: John Shaw


 


and:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the
Americas,


New York, New York 10105


		Attn:	Jeffrey Rubin, Esq.



 


The parties may
change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change
in the manner provided herein for giving notice.


 


6.7
Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution
of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


6.8
Counterparts. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute
an original, and together shall constitute but one instrument.


 


[Signature Page Follows]


 




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WITNESS the execution of this Agreement as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	AGRICO ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Brent de Jong
	 	Name: 	Brent de Jong
	 	Title:	Chief Executive Officer






 





	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	DJCAAC LLC
	 	 	 
	 	By:	/s/ Brent de Jong
	 	Name: 	Brent de Jong
	 	Title:	Managing Member






 





	ESCROW AGENT:	 
	 	 
	CONTINENTAL STOCK	 
	TRANSFER &	 
	TRUST COMPANY, LLC	 
	 	 	 
	By:	/s/
  Stacy Aqui                  	 
	Name: 	Stacy Aqui	 
	Title:	Vice President	 



 


[Signature Page to Share Escrow Agreement]





 













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EXHIBIT A





 


	Name and Address of Initial Shareholder1	 	Number of

 Shares	 	Number of

 Private

 Placement

 Warrants	 	Date 

of Insider

 Letter
	DJCAAC LLC	 	3,125,000	 	5,562,500	 	07/07/2021






 


 


A-1