BUSINESS COMBINATION AGREEMENT by and among TWO, as SPAC, LATAM LOGISTIC PROPERTIES S.A., as the Company, and upon execution of a Joinder Agreement, each of the Incorporated Entities Dated as of August 15, 2023Business Combination Agreement • August 21st, 2023 • Two • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 15, 2023, by and among (i) two, a Cayman Islands exempted company with limited liability (together with its successors, “SPAC”), (ii) LatAm Logistic Properties S.A., a company incorporated under the Laws of Panama (the “Company”), (iii) upon execution of a Joinder Agreement (as defined below), a to-be-formed Cayman Islands exempted company with limited liability (“Pubco”), (iv) upon execution of a Joinder Agreement, a to-be-formed Cayman Islands exempted company with limited liability to be a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and (v) upon execution of a Joinder Agreement, a to-be-formed company incorporated under the Laws of Panama to be a wholly-owned Subsidiary of Pubco (“Company Merger Sub”, and together with SPAC Merger Sub, the “Merger Subs” and, the Merger Subs collectively with Pubco, the “Incorporated Entities”). As of the date hereof, SPAC and the Company are someti
LatAm Logistic Properties S.A. August 15, 2023Letter Agreement • August 21st, 2023 • Two • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated on or about the date hereof (as amended from time to time in accordance with the terms thereof, the “BCA”), by and among (i) two, a Cayman Islands exempted company with limited liability (together with its successors, “SPAC”), (ii) LatAm Logistic Properties S.A., a company incorporated under the Laws of Panama (the “Company”), (iii) upon execution of a Joinder Agreement (as defined in the BCA), a to-be-formed Cayman Islands exempted company with limited liability (“Pubco”), (iv) upon execution of a Joinder Agreement, a to-be-formed Cayman Islands exempted company with limited liability to be a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and (v) upon execution of a Joinder Agreement, a to-be-formed company incorporated under the Laws of Panama to be a wholly-owned Subsidiary of Pubco (“Company Merger Sub”), pursuant to which, among other things, upon the consummation of the transactions contemplated
AMENDMENT TO LETTER AGREEMENTLetter Agreement • August 21st, 2023 • Two • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of August 15, 2023, by and among (i) two, a Cayman Islands exempted company with limited liability (the “Company”), (ii) HC PropTech Partners III, LLC, a Delaware limited liability company (the “Sponsor”), (iii) two sponsor, a Cayman Islands company with limited liability (the “Original Sponsor”), and (iv) each of the undersigned Persons holding Founder Shares listed on the signature pages hereto and any Persons holding Founder Shares that become a party to this Agreement after the date hereof (collectively, the “Other Holders” and, collectively with the Sponsor and the Original Sponsor, an “Insider” and, collectively, the “Insiders”), pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) and, if such term is not defined in the Original
VOTING AGREEMENTVoting Agreement • August 21st, 2023 • Two • Blank checks • New York
This VOTING AGREEMENT (this “Agreement”) is made as of August 15, 2023, by and among (i) two, a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), (ii) LatAm Logistic Properties S.A., a company incorporated under the Laws of Panama (the “Company”), and (iii) JREP I Logistics Acquisition, L.P., a Cayman Islands limited partnership (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • August 21st, 2023 • Two • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2023, by and among (i) upon execution of a joinder agreement in the form attached hereto as Exhibit A, a to-be-formed Cayman Islands exempted company limited by shares (“Pubco”), (ii) two, a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), and (iii) JREP I Logistics Acquisition, L.P., a Cayman Islands limited partnership (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
