REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 11th, 2021 • Altimeter Growth Corp. 2 • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2021, is made and entered into by and among Altimeter Growth Corp. 2, a Cayman Islands exempted company (the “Company”), Altimeter Growth Holdings 2, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Altimeter Growth Corp. 2 Suite 150 Menlo Park, CA 94025Letter Agreement • January 11th, 2021 • Altimeter Growth Corp. 2 • 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 Altimeter Growth Corp. 2, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 45,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including 5,000,000 additional Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase Ordinary Shares to cover over-allotments). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). C
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 2021 • Altimeter Growth Corp. 2 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 6, 2021 by and between Altimeter Growth Corp. 2, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • January 11th, 2021 • Altimeter Growth Corp. 2 • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 6, 2021, by and between Altimeter Growth Corp. 2, a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 11th, 2021 • Altimeter Growth Corp. 2 • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of January 5, 2021, by and between Altimeter Growth Corp. 2, a Cayman Islands exempted company (the Company”), and Altimeter Partners Fund, L.P., a Delaware limited partnership (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • January 11th, 2021 • Altimeter Growth Corp. 2 • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 6, 2021, is entered into by and between Altimeter Growth Corp. 2, a Cayman Islands exempted company (the “Company”), and Altimeter Growth Holdings 2, a Cayman Islands limited liability company (the “Purchaser”).
Altimeter Growth Corp. 2 40,000,000 Ordinary Shares1 UNDERWRITING AGREEMENTAltimeter Growth Corp. 2 • January 11th, 2021 • Blank checks • New York
Altimeter Growth Corp. 2, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for you are acting as Representatives (the “Representatives”), an aggregate of 40,000,000 Class A ordinary shares, par value $0.0001 per share of the Company (the “Ordinary Shares”) (said ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,000,000 additional Ordinary Shares to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plu
ALTIMETER GROWTH CORP. 2Altimeter Growth Corp. 2 • January 11th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Altimeter Growth Corp. 2 (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Altimeter Growth Holdings 2 (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 2550 Sand Hill Road, Suite 150, Menlo Park, CA 94025 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $20,000 per month on the Effective Date and continuing monthly therea
