Exhibit 10.4


 


Execution Version


 


LETTER AGREEMENT


 


March 9, 2022


 


Patria Latin American Opportunity Acquisition Corp.

18 Forum Lane, 3rd floor, 


Camana Bay, PO Box 757, KY1-9006 


Grand Cayman, Cayman Islands


 


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”) entered
into by and between Patria Latin American Opportunity Acquisition Corp., a Cayman Islands exempted company (the “Company”),
J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”) of
the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating
to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s
units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A
Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described
in the Prospectus (as defined below). The Units will 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 U.S. Securities and Exchange Commission (the “Commission”)
and the Company has applied to have the Units listed on the Nasdaq Global 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, each of Patria SPAC LLC, a Cayman Islands limited liability company (the “Sponsor”)
and the undersigned individuals, each of whom is, or will be, a member of the Company’s board of directors and/or management team
(each of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	The Sponsor and each Insider agrees 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 Ordinary Shares (as defined below) owned by it, him or
her in favor of any proposed Business Combination (including any proposals recommended by the Company’s board of directors in connection
with such Business Combination) and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder
approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider
agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or her in connection therewith.



 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 15
months from the closing of the Public Offering (or within 21 months if the Company extends the period of time to consummate the initial
business combination in accordance with the terms described in the Registration Statement), or such later period approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as it may be amended
from time to time, the “Charter”), 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, 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 (as defined below), including interest earned on the funds held in the Trust Account and not previously released
to us to pay our taxes (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’ (as defined below) rights as shareholders (including
the right to receive further



 




     


     


    

liquidating 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 the case of clauses
(ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject
to the other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (A) to 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 15 months from the
closing of the Public Offering (or within 21 months if the Company extends the period of time to consummate the initial business combination
in accordance with the terms described in the Registration Statement) or (B) with respect to any other material provisions 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 earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes, divided by the number of then outstanding Offering Shares, subject to the limitation and on the conditions
provided in the Charter.


 


The Sponsor and each Insider agree to (i) waive any right,
title, interest or claim of any kind in or to any monies held in the Trust Account and to not seek recourse against the Trust Account
for any reason whatsoever; (ii) with respect to any Ordinary Shares held by it, him or her, if any, waive any redemption rights it, he
or she may have in connection with the consummation of a Business Combination; (iii) waive their redemption rights with respect to
Ordinary Shares held by it, him or her and Offering Shares in connection with a shareholder vote to approve an amendment to the Charter
(A) to 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 has not consummated a Business Combination within 15 months
from the closing of the Public Offering (or within 21 months if the Company extends the period of time to consummate the initial business
combination in accordance with the terms described in the Registration Statement) or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial Business Combination activity; and (iv) waive their rights to liquidating distributions
from the Trust Account with respect to with respect to Ordinary Shares held by it, him or her if the Company fails to complete our initial
business combination within 15 months from the closing of this offering (or up to within 21 months if we extend the period of time to
consummate our initial business combination in accordance with the terms described in the Registration Statement), although the Sponsor,
the Insiders and their respective affiliates 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 the time period set forth in the Charter.


 


		3.	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, (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, 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, Ordinary Shares (including, but not limited to, Founder Shares), Warrants
or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units,
Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable
for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).



 


		4.	In the event of the liquidation of the Trust Account, the Sponsor (the “Indemnitor”) 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,



 




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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 for services rendered or products sold to the Company or (ii) any prospective target business with which
the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement
(a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall
apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust
Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account
as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to
reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which
executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall
not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). The Indemnitor 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 Indemnitor, the Indemnitor 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 3,000,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Initial Shareholders agree to automatically
forfeit to the Company for cancellation, at no cost and for no consideration, a number of Founder Shares, to be split pro rata between
them based on the number of Founder Shares they hold upon the consummation of the Public Offering, equal to 750,000 multiplied by a fraction,
(i) the numerator of which is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment
option, and (ii) the denominator of which is 3,000,000. The 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 an aggregate of 20% of the Company’s issued
and outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Private
Placement Warrants (as defined below)). The Initial Shareholders further agree that to the extent that the size of the Public Offering
is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, or other appropriate
mechanism, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of
the Initial Shareholders prior to the Public Offering at 20% of its issued and outstanding Ordinary Shares upon the consummation of the
Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 3,000,000
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 750,000 in the formula
set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Initial Shareholders would
have to surrender to the Company in order for the Initial Shareholders to hold an aggregate of 20% of the Company’s issued and outstanding
Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Warrants or Private
Placement Warrants).



 


		6.	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 an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b) and 9,
as applicable, 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 injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.



 


		7.	(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any 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 sub-divisions, share capitalizations, reorganizations, recapitalizations
and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150



 




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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 Public 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 any Class A Ordinary Shares issued or issuable upon the exercise or conversion
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 the Class A Ordinary Shares underlying the Private
Placement Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph
7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates; (b) in the case of
an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s
immediate family, 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 such person; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection
with the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased;
(f) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor; (g) to the Company for no value for cancellation in connection with the completion of the Business Combination; (h) in the event
of the Company’s liquidation prior to the completion of an initial Business Combination or (i) in the event of the Company’s
liquidation, merger, capital stock exchange 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 Company’s completion
of an initial Business Combination; provided, however, that in the case of clauses (a) through (f), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other
restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


		8.	In the event of the removal or resignation of an Insider as a director or officer (as applicable), each Insider agrees that he or
she will not, prior to the consummation of the Business Combination, without the prior express written consent of the Company, (i) use
for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required by law or governmental
authority), any information regarding a target candidate of the Company that is not generally known by persons outside of the Company,
the Sponsor, or their respective affiliates. 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 (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 the Insider’s
background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. The Sponsor and each Insider’s questionnaire furnished to the Company and the Underwriters 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.



 




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		9.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any
director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, 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:
repayment of a loan and advances up to an aggregate of $500,000 made to the Company by the Sponsor; payment to the Sponsor for certain
office space, utilities, secretarial and administrative support services provided to the Company and other expenses and obligations of
the Sponsor as may be reasonably required by the Company for a total up to $10,000 per month for up to 15 months (or 21 months, as applicable);
reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business
Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor
or an affiliate of the Sponsor or certain 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, including as to exercise price,
exercisability and exercise period.



 


		10.	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.



 


		11.	As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary
Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B
Ordinary Shares”); (iii) “Founder Shares” shall mean the 5,750,000 Class B Ordinary Shares
issued and outstanding (up to 750,000 of which are subject to complete or partial forfeiture if the over-allotment option is not exercised
by the Underwriters); (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Warrants” shall mean the 13,000,000 warrants (or 14,500,000 warrants if the over-allotment
option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $13,000,000 (or $14,500,000 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 the trust fund into which a portion of the net proceeds
of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer”
shall mean the (a) sale 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).



 


		12.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and
each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage
available for any of the Company’s directors or officers.



 




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		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 all parties hereto.



 


		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.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.



 


		16.	This Letter Agreement may be executed may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to this Letter Agreement or any document to be signed in connection with this Letter Agreement shall be deemed to include
electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the
case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.



 


		17.	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.



 


		18.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. 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.



 


		19.	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.



 


		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 March 30, 2022; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 




    6


     


    

	 	
    Sincerely,

     

    PATRIA SPAC LLC

     

	 	By:	
    /s/ José Augusto Gonçalves
de Araújo Teixeira

	 	 	Name: José Augusto Gonçalves de Araújo Teixeira
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ José Augusto Gonçalves de Araújo Teixeira
	 	 	Name: José Augusto Gonçalves de Araújo Teixeira 
	 	 	Title:   CEO   
	 	 	 
	 	By:	/s/ Marco Nicola D’Ippolito
	 	 	Name: Marco Nicola D’Ippolito
	 	 	Title:   CFO   
	 	 	 
	 	By:	/s/ Alexandre Teixeira de Assumpção Saigh
	 	 	Name: Alexandre Teixeira de Assumpção Saigh 
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Ricardo Leonel Scavazza
	 	 	Name: Ricardo Leonel Scavazza
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Pedro Paulo Campos
	 	 	Name: Pedro Paulo Campos
	 	 	Title:   Director
	 	 	 
	 	By:	/s/ Ricardo Leonardos
	 	 	Name: Ricardo Leonardos
	 	 	Title:   Director
	 	 	 
	 	By:	
    /s/ Maria Cláudia Guimarães 

	 	 	Name: Maria Cláudia Guimarães
	 	 	Title:   Director


 


Acknowledged and Agreed:


 


PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP.


 


	 	 	 
	By:	/s/ José Augusto Gonçalves de Araújo Teixeira	 
	 	Name: José Augusto Gonçalves de Araújo Teixeira	 
	 	Title:   CEO	 



 


 


[Signature Page to Letter Agreement]