10,000,000 Units AMERICAS TECHNOLOGY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 18th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
Americas Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Americas Technology Acquisition Corp.Securities Subscription Agreement • November 20th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
Americas Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of ATAC Limited Partnership, a Delaware limited partnership, (the “Subscriber” or “you”) has made to subscribe for and purchase 2,875,000 of the Company’s ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms of this subscription agreement (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 14th day of December, 2020, by and among Americas Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investors” and collectively, the “Investors”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • December 10th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Americas Technology Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-_____) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 10th, 2020 • Americas Technology Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 7th, 2022 • Americas Technology Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 1, 2022 by and among (i) Americas Technology Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Pubco”), (iii) Americas Technology Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Americas Technology Company Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”, and the Merger Subs collectively with Purchaser and Pubco, the “Purchaser Parties”), (v) Jorge E. Marcos, in the capacity as the representative from and after the Effective Time (as defined below) for the stockh
WARRANT AGREEMENTWarrant Agreement • December 10th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [ ], 2020, by and between Americas Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2020, by and among Americas Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investors” and collectively, the “Investors”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • December 18th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of December 14, 2020 (“Agreement”), by and among Americas Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 December 14, 2020Advisory Agreement • December 18th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Americas Technology Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-250841) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This Agreement is made as of December 14, 2020 by and between Americas Technology Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
December 14, 2020 Americas Technology Acquisition Corp. 16400 Dallas Pkwy #305 Dallas, TX 75248 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • December 18th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Americas Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”), each whole redeemable Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share. Certain capitalized terms used herein are defined in paragraph 14 hereof.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 8th, 2022 • Americas Technology Acquisition Corp. • Blank checks • New York
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of November 8, 2022 (this “Amendment”), by and among Americas Technology Acquisition Corp. (the “Purchaser”), Jorge E. Marcos (the “Purchaser Representative”), Rally Communitas Corp. (the “Company”), Numaan Akram (the “Seller Representative”), and Americas Technology Acquisition Holdings Inc. (“Pubco”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 28th, 2022 • Americas Technology Acquisition Corp. • Blank checks • New York
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of July 26, 2022 (this “Amendment”), by and among Americas Technology Acquisition Corp. (the “Purchaser”), Jorge E. Marcos (the “Purchaser Representative”), Rally Communitas Corp. (the “Company”), Numaan Akram (the “Seller Representative”), and Americas Technology Acquisition Holdings Inc. (“Pubco”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
Americas Technology Acquisition Corp. 16400 Dallas Pkwy #305 Dallas, TX 75248Service Agreement • December 18th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Americas Technology Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the New York Stock Exchange, 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”), Mr. Pontonio shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 16400 Dallas Pkwy #305, Dallas, TX 7524 (or any successor location). In exchange therefor, the Company shall pay Mr. Pontonio the sum of $3,000 per month on th
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • December 12th, 2022 • Americas Technology Acquisition Corp. • Services-business services, nec • New York
THIS TERMINATION AND RELEASE AGREEMENT, dated as of December 9, 2022 (this “Agreement”), is entered into by and among (i) Americas Technology Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (“Purchaser”), (ii) Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Pubco”), (iii) Americas Technology Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Americas Technology Company Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser, Pubco, and Purchaser Merger Sub, the “Purchaser Parties”), (v) Jorge E. Marcos, in the capacity under the Merger Agreement as the Purchaser Representative, (vi) Numaan Akram, in the capacity under the Merger Agreement as the Seller Representative, and (vii) Rally Communitas Corp., a Delaware corporation (together with i
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT1Contingent Value Rights Agreement • June 7th, 2022 • Americas Technology Acquisition Corp. • Blank checks • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT (as hereafter amended, restated, modified or supplemented in accordance herewith, this “Agreement”), dated as of _____, 2022, is entered into by and among (i) Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Pubco”), (ii) Jorge E. Marcos, in the capacity as Purchaser Representative (as defined below); (iii) Numaan Akram, in the capacity as Seller Representative (as defined below); (iv) ATAC Limited Partnership, a Delaware limited partnership (“Sponsor”); and (v) Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Terms capitalized but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
WARRANT AGREEMENTWarrant Agreement • December 18th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of December 14, 2020, by and between Americas Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
FORM OF VOTING AGREEMENTVoting Agreement • June 7th, 2022 • Americas Technology Acquisition Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of June 1, 2022 by and among (i) Americas Technology Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Rally Communitas Corp., a Delaware corporation (the “Company”), and (iii) the undersigned holders (collectively, the “Holders” and each, a “Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 7th, 2022 • Americas Technology Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2022 by and among (i) Americas Technology Acquisition Holdings Inc., a Delaware corporation (the “Pubco”), (ii) Jorge E. Marcos, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned holder (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
AMERICAS TECHNOLOGY ACQUISITION CORP. 16400 Dallas Pkwy #305 Dallas, TX 75248Advisory Services Agreement • December 10th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This letter agreement by and between Americas Technology Acquisition Corp. (the “Company”) and Fifth Partners, LLC (“Fifth Partners”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMERICAS TECHNOLOGY ACQUISITION CORP. 16400 Dallas Pkwy #305 Dallas, TX 75248Advisory Services Agreement • December 18th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This letter agreement by and between Americas Technology Acquisition Corp. (the “Company”) and Fifth Partners, LLC (“Fifth Partners”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 10th, 2020 • Americas Technology Acquisition Corp. • Blank checks • New York
This Agreement is made as of [ ], 2020 by and between Americas Technology Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 17th, 2022 • Americas Technology Acquisition Corp. • Blank checks • New York
This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of November 16, 2022 (this “Amendment”), by and among Americas Technology Acquisition Corp. (the “Purchaser”), Jorge E. Marcos (the “Purchaser Representative”), Rally Communitas Corp. (the “Company”), Numaan Akram (the “Seller Representative”), and Americas Technology Acquisition Holdings Inc. (“Pubco”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
Americas Technology Acquisition Corp. 16400 Dallas Pkwy #305 Dallas, TX 75248Service Agreement • December 10th, 2020 • Americas Technology Acquisition Corp. • Blank checks
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Americas Technology Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the New York Stock Exchange, 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”), Mr. Pontonio shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 16400 Dallas Pkwy #305, Dallas, TX 7524 (or any successor location). In exchange therefor, the Company shall pay Mr. Pontonio the sum of $3,000 per month on th
