EX-10.28





 Exhibit 10.28 

EXECUTION VERSION 
 Primavera Capital Acquisition
Corporation (“SPAC”) 
 Primavera Capital Acquisition LLC (“Sponsor”) 

41/F Gloucester Tower 
 15 Queen’s Road Central 

Hong Kong 
 Lanvin Group Holdings Limited 复朗集团 (“PubCo”) 

3701-02, Tower S2, Bund Finance Center 

600 Zhongshan Rd East No.2 
 Shanghai, 200010, China 

Fosun Fashion Holdings (Cayman) Limited 
 PO Box 309, Upland
House 
 Grand Cayman KY1-1104 

Cayman Islands 
 December 2, 2022 

 

	Re:	 Share Surrender 



Dear Sirs: 
 Reference is made to the Business
Combination Agreement, dated as of March 23, 2022, and as amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022 (as may be further amended, restated, modified or varied in accordance with the
terms therein, the “Business Combination Agreement”), by and among SPAC, PubCo and certain other parties thereto. Capitalized terms not defined herein shall have the meanings ascribed to them in the Business Combination Agreement
unless otherwise specified. 
 In consideration of the parties’ mutual promises herein, and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged by each party hereto, the parties hereby agree as follows: 
  

	1.	 The Sponsor hereby irrevocably surrenders, subject to the Closing and effective immediately prior to the
consummation of the Initial Merger, 6,014,375 SPAC Class B Ordinary Shares to SPAC for nil consideration, which shares shall be cancelled by SPAC immediately upon the surrender thereof, such that after giving effect to the share surrender, the
number of SPAC Class B Ordinary Shares held by the Sponsor shall be 5,000,000. 


  

	2.	 This letter agreement shall become effective on the date hereof and shall terminate and be of no further force
or effect upon the termination of the Business Combination Agreement without the Closing (as defined in the Business Combination Agreement) having taken place. 



 

	3.	 This letter agreement shall constitute a Transaction Document for purposes of the Business Combination
Agreement and each other Transaction Document. 


  

	4.	 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. 



  
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	5.	 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. 


  

	6.	 Sections 11.2 to 11.15 (other than Section 11.7) of the Business Combination Agreement 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 LLC 
		
	By:	 	 /s/ Tong Chen

		 	Name:	 	Tong Chen
		 	Title:	 	Authorized Signatory


 [Heritage – Signature Page to Letter Agreement] 












 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:	 	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. 
  

					
	 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 HOLDINGS (CAYMAN) LIMITED 
		
	By:	 	 /s/ Yun CHENG

		 	Name:	 	Yun CHENG
		 	Title:	 	Director


 [Heritage – Signature Page to Letter Agreement]