Agrico Acquisition Corp. - FORM S-1/A - EX-10.9 - FORFEITURE AGREEMENT BETWEEN THE REGISTRANT AND DJCAAC LLC - May 17, 2021

Attached files

file filename
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Agrico Acquisition Corp.fs12021a1ex10-2_agricoacq.htm
EX-10.10 - FORM OF INDEMNIFICATION AGREEMENT - Agrico Acquisition Corp.fs12021a1ex10-10_agricoacq.htm
EX-99.6 - CONSENT OF BRIAN ZATARAIN - Agrico Acquisition Corp.fs12021a1ex99-4_agricoacq.htm
EX-99.3 - NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER - Agrico Acquisition Corp.fs12021a1ex99-3_agricoacq.htm
EX-99.2 - COMPENSATION COMMITTEE CHARTER - Agrico Acquisition Corp.fs12021a1ex99-2_agricoacq.htm
EX-99.1 - AUDIT COMMITTEE CHARTER - Agrico Acquisition Corp.fs12021a1ex99-1_agricoacq.htm
EX-23.1 - CONSENT OF MARCUM LLP - Agrico Acquisition Corp.fs12021a1ex23-1_agricoacq.htm
EX-14 - CODE OF ETHICS - Agrico Acquisition Corp.fs12021a1ex14_agricoacq.htm
EX-10.8 - FORM OF ADMINISTRATIVE SUPPORT AGREEMENT BETWEEN THE REGISTRANT AND DE JONG CAPI - Agrico Acquisition Corp.fs12021a1ex10-8_agricoacq.htm
EX-10.7 - FORM OF SHARE ESCROW AGREEMENT - Agrico Acquisition Corp.fs12021a1ex10-7_agricoacq.htm
EX-10.6 - PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND DJCAAC - Agrico Acquisition Corp.fs12021a1ex10-6_agricoacq.htm
EX-10.5 - SUBSCRIPTION AGREEMENT DATED JANUARY 22, 2021 BETWEEN THE REGISTRANT AND DJCAAC - Agrico Acquisition Corp.fs12021a1ex10-5_agricoacq.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT - Agrico Acquisition Corp.fs12021a1ex10-4_agricoacq.htm
EX-10.3 - PROMISSORY NOTE, DATED AS OF JANUARY 22, 2021 BY THE REGISTRANT TO DJCAAC LLC - Agrico Acquisition Corp.fs12021a1ex10-3_agricoacq.htm
EX-10.1 - FORM OF LETTER AGREEMENT FROM EACH OF THE REGISTRANT'S SPONSOR, INITIAL SHAREHOL - Agrico Acquisition Corp.fs12021a1ex10-1_agricoacq.htm
EX-5.2 - OPINION OF LOEB & LOEB LLP - Agrico Acquisition Corp.fs12021a1ex5-2_agricoacq.htm
EX-5.1 - OPINION OF MAPLES AND CALDER (CAYMAN) LLP, CAYMAN ISLANDS LEGAL COUNSEL TO THE R - Agrico Acquisition Corp.fs12021a1ex5-1_agricoacq.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Agrico Acquisition Corp.fs12021a1ex4-4_agricoacq.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Agrico Acquisition Corp.fs12021a1ex4-3_agricoacq.htm
EX-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - Agrico Acquisition Corp.fs12021a1ex4-2_agricoacq.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Agrico Acquisition Corp.fs12021a1ex4-1_agricoacq.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Agrico Acquisition Corp.fs12021a1ex3-2_agricoacq.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Agrico Acquisition Corp.fs12021a1ex3-1_agricoacq.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Agrico Acquisition Corp.fs12021a1ex1-1_agricoacq.htm
S-1/A - REGISTRATION STATEMENT - Agrico Acquisition Corp.fs12021a1_agricoacq.htm

Exhibit 10.9

 

FORFEITURE AGREEMENT

 

This Forfeiture Agreement (this “Agreement”) is entered into as of April 5, 2021, by and between DJCAAC LLC (the “Transferor”) and Agrico Acquisition Corp. (the “Transferee”).

 

RECITALS

 

WHEREAS, the Transferor desires to transfer 1,406,250 ordinary shares, $0.0001 par value (the “Shares”), of the Transferee back to the Transferee for cancellation at no cost.

 

NOW, THEREFORE, the parties hereto hereby agree as follows:

 

1.Transfer of the Shares.

 

The Transferor hereby transfers to the Transferee the Shares, and the Transferee hereby cancels the Shares.

 

2.Representations and Warranties of the Transferor.

 

The Transferor represents and warrants that it has full legal capacity and authority to enter into the Agreement and to transfer the Shares to the Transferee hereunder, and is not bound by any agreement, instrument or governmental order prohibiting such transfer. The Transferor also represents that it is transferring such interests free and clear of all liens and encumbrances other than those created by the terms of the Transferee’s organizational documents or imposed by applicable federal and state securities laws.

 

3.Binding Effect.

 

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

 

4.Entire Agreement.

 

This Agreement constitutes the entire agreement of the parties hereto.

 

5.Governing Law.

 

This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles.

 

6.Modification.

 

This Agreement may not be amended or supplemented at any time unless by a writing executed by the parties hereto.

 

7.Headings.

 

The headings in this Agreement are solely for convenience or reference and shall not affect its interpretation.

 

8.Counterparts; Facsimile.

 

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile or other electronic transmission, and any such executed facsimile or electronic copy shall be treated as an original.

 

[The balance of this page is intentionally left page.]

 

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

 

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

 

  Transferee:
   
  Agrico Acquisition Corp.
   
  By: /s/Brent de Jong
  Name:   Brent de Jong
  Title: Chief Executive Officer