REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2021, is made and entered into by and among MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the Company), MELI Kaszek Pioneer Sponsor LLC, a Cayman Island limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of June 17, 2021 (the Securities Subscription Agreement), pursuant to which the Sponsor purchased an aggregate of (i) 3,194,444 shares of the Companys Class B ordinary shares, par value $0.0001 per share (Class B Ordinary Shares) and (ii) 9,126,984 shares of Class L ordinary shares, $0.0001 par value per share.
WHEREAS, on September , 2021, the Company passed a special resolution to amend the Company authorized share capital to US$50,000.00 divided into 464,000,000 Class A Ordinary Shares with a nominal or par value of US$0.0001 each, 35,000,000 Class L Ordinary Shares with a nominal or par value of US$0.0001 each and 1,000,000 Preference Shares with a nominal or par value of US$0.0001 each by (i) redesignating the 6,805,556 unissued Class B ordinary shares into 6,805,556 Class L ordinary shares and (ii) converting into stock the 3,194,444 issued Class B Ordinary Shares and reconverting and redesignating into 3,194,444 Class L ordinary shares;
WHEREAS, the Company and the Sponsor entered into that certain Subscription and Amendment No. 1 to the Securities Subscription Agreement, dated September , 2021, pursuant to which the Company issued, in accordance with Article 38.1 of the Company articles of association, and credited as fully paid 417,858 Class L ordinary shares to the Subscriber, resulting in an aggregate of 12,739,286 Class L shares outstanding (the Founder Shares), of which up to 1,639,286 Founder Shares are intended to be subject to complete or partial forfeiture by the Sponsor if the underwriters of the Company initial public offering do not fully exercise their over-allotment option as described in the Securities Subscription Agreement, as amended;
WHEREAS, the Founder Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), on the terms and conditions provided in the Companys amended and restated memorandum and articles of association;
WHEREAS, on , 2021, the Company and the Sponsor entered into that certain Private Placement Shares Purchase Agreement, pursuant to which the Sponsor agreed to purchase an aggregate of 900,000 Class A ordinary shares (or up to 975,000 Class A ordinary shares depending on the extent to which the over-allotment option in connection with the Companys initial public offering is exercised) (the Private Placement Shares), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Co-Chief Executive Officers of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
Agreement shall have the meaning given in the Preamble.
Board shall mean the Board of Directors of the Company.