Altimeter Growth Corp. 45,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2020 • Altimeter Growth Corp. • Blank checks • New York
Altimeter Growth Corp., 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 45,000,000 units (the “Units”) of the Company (said Units 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 Units 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 plural as the context requires. Certain capitalized terms used in this Agreement a
Altimeter Growth Opportunities Corp.Securities Subscription Agreement • September 11th, 2020 • Altimeter Growth Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on August 27, 2020 by and between Altimeter Growth Opportunities Holdings, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Altimeter Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 17,250,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 2,250,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • September 17th, 2020 • Altimeter Growth Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October ___, 2020, by and between Altimeter Growth Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 6th, 2020 • Altimeter Growth Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 30, 2020, is entered into by and between Altimeter Growth Corp., a Cayman Islands exempted company (the “Company”), and Altimeter Growth Holdings, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 6th, 2020 • Altimeter Growth Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 30, 2020, is made and entered into by and among Altimeter Growth Corp., a Cayman Islands exempted company (the “Company”), Altimeter Growth Holdings, a Cayman Islands 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Altimeter Growth Corp. Suite 150 Menlo Park, CA 94025Underwriting Agreement • October 6th, 2020 • Altimeter Growth Corp. • 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., 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 units (plus an additional 5,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a fraction of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Uni
WARRANT AGREEMENT between ALTIMETER GROWTH CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 30, 2020Warrant Agreement • October 6th, 2020 • Altimeter Growth Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 30, 2020, is by and between Altimeter Growth Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 17th, 2020 • Altimeter Growth Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 17, 2020, by and between Altimeter Growth Corp., a Cayman Islands exempted company (the Company”), and Altimeter Partners Fund, L.P., a Delaware limited partnership (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2020 • Altimeter Growth Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 30, 2020 by and between Altimeter Growth Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • October 6th, 2020 • Altimeter Growth Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 30, 2020, by and between Altimeter Growth Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
BUSINESS COMBINATION AGREEMENT by and among Altimeter Growth Corp., J1 Holdings Inc., J2 Holdings Inc., J3 Holdings Inc., and Grab Holdings Inc. dated as of April 12, 2021Business Combination Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks • Delaware
This Business Combination Agreement, dated as of April 12, 2021 (this “Agreement”), is made and entered into by and among (i) J1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (ii) Altimeter Growth Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), (iii) J2 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iv) J3 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”), and (v) Grab Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”).
SPONSOR SUBSCRIPTION AGREEMENTSponsor Subscription Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks • Delaware
This SPONSOR SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of April, 2021, by and among J1 Holdings Inc., a Cayman Islands exempted company (the “Issuer”), Altimeter Growth Corp., a Cayman Islands exempted company (“Altimeter”), and Altimeter Partners Fund, L.P., a Delaware limited partnership (“Subscriber”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of April 12, 2021, by and between Altimeter Growth Corp., a Cayman Islands exempted company (the “Company”), Altimeter Partners Fund, L.P., a Delaware limited partnership (the “Purchaser”), and J1 Holdings Inc., a Cayman Islands exempted company (“PubCo”).
ContractVoting, Support and Lock-Up Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks
VOTING, SUPPORT AND LOCK-UP AGREEMENT AND DEED No. 2, dated as of April 12, 2021 (this “Agreement”), among Altimeter Growth Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), J1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Grab Holdings Inc.,, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”) and the persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2021, by and among (i) J1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (ii) Altimeter Growth Holdings, a Cayman Islands limited liability company (“Sponsor”), (iii) Altimeter Growth Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”) and (iv) the undersigned parties listed as “Investors” on the signature page hereto (each such person and the Sponsor, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of April 12, 2021, by and between Altimeter Growth Corp., a Cayman Islands exempted company (the “Company”), the purchaser listed on signature page hereto (the “Purchaser”), and J1 Holdings Inc., a Cayman Islands exempted company (“PubCo”).
ALTIMETER GROWTH CORP.Office Space and Administrative Services Agreement • October 6th, 2020 • Altimeter Growth Corp. • 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. (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 (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 thereafter
ALTIMETER GROWTH CORP.Office Space and Administrative Services Agreement • September 17th, 2020 • Altimeter Growth Corp. • 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. (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 (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 thereafter
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks • Delaware
This BACKSTOP SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of April, 2021, by and among J1 Holdings Inc., a Cayman Islands exempted company (the “Issuer”), Altimeter Growth Corp., a Cayman Islands exempted company (“Altimeter”), and Altimeter Partners Fund, L.P., a Delaware limited partnership (“Subscriber”).
ContractVoting and Support Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks
VOTING AND SUPPORT AGREEMENT AND DEED No. 3, dated as of April 12, 2021 (this “Agreement”), among Altimeter Growth Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), J1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Grab Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”) and the persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT between ALTIMETER GROWTH CORP. J1 HOLDINGS INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated April 12th, 2021Warrant Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated April 12th, 2021, is made by and among Altimeter Growth Corp., a Cayman Islands exempted company (the “Company”), J1 Holdings Inc., a Cayman Islands exempted company (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated September 30, 2020, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
SHAREHOLDERS’ DEEDShareholder Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks
This SHAREHOLDERS’ DEED (this “Deed”), dated as of April 12, 2021, is entered into by and among (i) J1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), (ii) solely for the purposes of Sections 2 and 3 and, to the extent applicable, Section 4, Altimeter Growth Holdings, a Cayman Islands limited liability company (“Sponsor”), (iii) Grab Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“GHI”), (iv) Anthony Tan Ping Yeow (together with his successors, the “Proxyholder”) and (v) the persons whose names are set forth on Schedule 1 (each such person, together with its Permitted Transferees in accordance with Section 1.2(b), a “Covered Holder”). Each of the Company, Sponsor (solely for purposes of Section 2, Section 3 and, to the extent applicable, Section 4 hereof), GHI, the Proxyholder and the Covered Holders may be referred to herein as a “Party” and collectively as
ContractSponsor Support and Lock-Up Agreement • April 13th, 2021 • Altimeter Growth Corp. • Blank checks
SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of April 12, 2021 (this “Agreement”), among J1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Grab Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), Altimeter Growth Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Altimeter Growth Holdings, a limited liability company incorporated under the laws of the Cayman Islands (“Sponsor Holdco” or “Sponsor”).
