Levere Holdings Corp.
PO Box 1093, Boundary Hall,
Cricket Square, Grand Cayman,
KY1-1102, Cayman Islands
March 15, 2021
Levere Holding GG Ltd.
C/o Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street, London E14 5DS
RE: Securities Purchase Agreement
This agreement (this Agreement) is entered into on March 15, 2021 by and between Levere Holding GG Ltd, a private company limited by shares incorporated in England (the Seller or you), Goggo Network GmbH, a German private limited liability company (the Buyer) and Levere Holdings Corp., a Cayman Islands exempted company (the Company). Pursuant to the terms hereof, the Buyer hereby accepts the offer the Seller has made to sell and transfer 6,413,571 Class B ordinary shares, $0.0001 par value per share (the Shares) of the Company to the Buyer, up to 937,500 of which are subject to surrender and cancellation by the Company if the underwriters of the initial public offering (IPO) of units (Units) of the Company do not fully exercise their over-allotment option (the Over-allotment Option). The Buyer and the Sellers agreements regarding such Shares are as follows:
|1. || |
Purchase of Securities.
|1.1 || |
Purchase and Sale of the Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained herein, simultaneous with the execution hereof, the Seller shall sell and transfer to the Buyer, and the Buyer shall purchase and accept, the Shares, in consideration of the payment of the Purchase Price (as defined below) noted herein.
|1.2 || |
Purchase Price. As payment in full for the Shares being purchased under this Agreement, prior to the execution hereof, the Buyer shall pay $1,052,734 to, and at the direction of, the Seller by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Seller (the Purchase Price).
|1.3 || |
Closing. The closing of the purchase and sale of the Shares (the Closing) shall be held on the date of this Agreement (Closing Date) at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 40 Bank Street, London E14 5DS, or such other place as may be agreed upon by the parties hereto.
|1.4 || |
Closing Deliverables. All actions taken at the Closing shall be deemed to have been taken simultaneously.
| ||1.4.1 || |
Buyer Deliverables. At the Closing the Buyer shall deliver to the Seller the Purchase Price.
| ||1.4.2 || |
Seller Deliveries. At the Closing, or within a reasonable time after the Closing, the Seller shall sell and transfer to the Buyer the Shares and shall cause the Company to make the necessary entries in the Register of Members of the Company.
|5.2 || |
Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.
|5.3 || |
Additional Shares or Substituted Securities. In the event of the declaration of a share capitalization, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Companys outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3.
|5.4 || |
Registration Rights. Buyer acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a Registration and Shareholder Rights Agreement to be entered into with the Company prior to the closing of the IPO.
|6.1 || |
Further Assurances. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
|6.2 || |
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
|6.3 || |
Entire Agreement. This Agreement, together with that certain Insider Letter to be entered into between Buyer and the Company, substantially in the form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Companys IPO, embodies the entire agreement and understanding between the Buyer and the Company with respect to the subject
If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.
| || |
|Very truly yours,|
|LEVERE HOLDING GG LTD.|
|By: || || |
/s/ Martín Varsavsky Waisman-Diamond
|Name: Martín Varsavsky Waisman-Diamond|
|By: || || |
/s/ Yasmina Fage-Lana Andrea
|Name: Yasmina Fage-Lana Andrea|
|By: || || |
/s/ Tina May Westwood
|Name: Tina May Westwood|
|By: || || |
/s/ Sam Ellis
|Name: Sam Ellis|
|For and on behalf of: MaplesFS UK Corporate Director No.2 Limited|