REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2022 • LatAmGrowth SPAC • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 24, 2022, is made and entered into by and among LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), LatAmGrowth Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
13,000,000 Units LatAmGrowth SPAC UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2021 • LatAmGrowth SPAC • Blank checks • New York
Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act.
INDEMNITY AGREEMENTIndemnity Agreement • January 28th, 2022 • LatAmGrowth SPAC • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2022, by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 28th, 2022 • LatAmGrowth SPAC • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 24, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and LatAmGrowth Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 24th, 2021 • LatAmGrowth SPAC • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • January 28th, 2022 • LatAmGrowth SPAC • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 24, 2022, is by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2022 • LatAmGrowth SPAC • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 24, 2022 by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LatAmGrowth SPAC 34th Floor New York, NY 10022Letter Agreement • November 24th, 2021 • LatAmGrowth SPAC • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), BofA Securities, Inc. and Banco BTG Pactual S.A. - Cayman Branch , as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 13,000,000 of the Company’s units (including up to 1,950,000 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 i
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 28th, 2022 • LatAmGrowth SPAC • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of January 24, 2022, by and between LatAmGrowth SPAC, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), and SouthLight Capital LLC (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • November 24th, 2021 • LatAmGrowth SPAC • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2021 • LatAmGrowth SPAC • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 24th, 2021 • LatAmGrowth SPAC • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of __________, 2021, by and between LatAmGrowth SPAC, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), and _____________ (the “Purchaser”).
LATAMGROWTH SPAC New York, NY 10022LatAmGrowth SPAC • November 24th, 2021 • Blank checks • New York
LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer LatAmGrowth Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 3,737,500 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 487,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “S
BUSINESS COMBINATION AGREEMENT by and among CHENGHE ACQUISITION I CO., FST CORP., FST MERGER LTD., and FEMCO STEEL TECHNOLOGY CO., LTD. dated as of December 22, 2023Business Combination Agreement • December 22nd, 2023 • Chenghe Acquisition I Co. • Blank checks • New York
This Business Combination Agreement, dated as of December 22, 2023 (as amended, restated, modified or supplemented in accordance with its terms, this “Agreement”), is made and entered into by and among Chenghe Acquisition I Co., a Cayman Islands exempted company (“SPAC”), FST Corp., a Cayman Islands exempted company limited by shares (“CayCo”), FST Merger Ltd., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger Sub”) and Femco Steel Technology Co., Ltd., a company limited by shares incorporated and in existence under the laws of Taiwan with uniform commercial number of 04465819 (the “Company,” and together with CayCo and Merger Sub, the “Company Parties”). Each Company Party and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties.”
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • December 22nd, 2023 • Chenghe Acquisition I Co. • Blank checks • New York
This Lock-Up Agreement (this “Agreement”) is made and entered into as of ____________ by and between FST Corp., a Cayman Islands exempted company limited by shares (“CayCo”), and each of Chenghe Investment I Limited, a Cayman Islands exempted company limited by shares (“Sponsor”), the Persons set forth on Schedule I hereto (the “Sponsor Key Holders”) and certain shareholders of the Company (as defined below), set forth on Schedule II hereto (such shareholders, the “Company Holders”). The Sponsor, the Sponsor Key Holders, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • December 22nd, 2023 • Chenghe Acquisition I Co. • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is dated as of December 22, 2023, by and among Chenghe Acquisition I Co., a Cayman Islands exempted company (“SPAC”), the Persons set forth on Part I of Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Femco Steel Technology Co., Ltd., a company incorporated and in existence under the Laws of Taiwan with uniform commercial number of 04465819 (the “Company”), the Person set forth on Part II of Schedule I hereto (the “CayCo Shareholder”, and together with the Company Shareholders, the “Shareholders”), and FST Corp., a Cayman Islands exempted company limited by shares (“CayCo”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
13,000,000 Units LatAmGrowth SPAC UNDERWRITING AGREEMENTSecurities Purchase Agreement • January 28th, 2022 • LatAmGrowth SPAC • Blank checks • Delaware
Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2023 • LatAmGrowth SPAC • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of September 29, 2023 (the “Effective Date”), by and among Chenghe Investment I Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands (the “Acquirer”), LatAmGrowth SPAC, a Cayman islands exempted company (“SPAC”), and LatAmGrowth Sponsor LLC, a Delaware limited liability company (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 22nd, 2023 • Chenghe Acquisition I Co. • Blank checks • New York
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of December 22, 2023 by and among Chenghe Investment I Limited, a Cayman Islands exempted company (“Chenghe”) and LatAmGrowth Sponsor LLC, a Delaware limited liability company (“Old Sponsor” and collectively, the “Sponsors”), Chenghe Acquisition I Co., a Cayman Islands exempted company limited by shares (“SPAC”), and Femco Steel Technology Co., Ltd., a company incorporated and in existence under the Laws of Taiwan with uniform commercial number of 04465819 (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2023 • LatAmGrowth SPAC • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 13, 2023, by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 24, 2022 by and between the parties hereto (the “Trust Agreement”).
LatAmGrowth SPAC Pedregal 24 8th Floor Molino del Rey, 11000 Mexico City, MexicoLetter Agreement • January 28th, 2022 • LatAmGrowth SPAC • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), BofA Securities, Inc. and Banco BTG Pactual S.A. - Cayman Branch , as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,950,000 of the Company’s units (including up to 1,950,000 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 i
INVESTOR RIGHTS AGREEMENTAddendum Agreement • December 22nd, 2023 • Chenghe Acquisition I Co. • Blank checks • New York
WHEREAS, CayCo, FST Merger Ltd., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo (“Merger Sub”), the Company, and SPAC have entered into that certain Business Combination Agreement, dated as of December 22, 2023 (as amended or supplemented from time to time, the “Business Combination Agreement”);
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 31st, 2023 • Chenghe Acquisition I Co. • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 25, 2023, by and between LatAm Growth SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 24, 2022 by and between the parties hereto, as amended by Amendment No. 1 dated April 13, 2023 (the “Trust Agreement”).
