two 20,000,000 Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2021 • Two • Blank checks • New York
two, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (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 3,000,000 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 Representative as used herein shall mean you, as an Underwriter, and the term Underwriters shall mean either the singul
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 2nd, 2021 • Two • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 29, 2021, by and between two, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
two The Presidio of San Francisco San Francisco, CA 94129Securities Subscription Agreement • March 2nd, 2021 • Two • Blank checks • New York
This agreement (this “Agreement”) is entered into on January 21, 2021 by and between two sponsor, a Cayman Islands limited liability company (the “Subscriber” or “you”), and two, 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 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 2nd, 2021 • Two • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March 29, 2021 between two, a Cayman Islands exempted company (the “Company”), and Gautam Gupta (“Indemnitee”).
two c/o two sponsor The Presidio of San Francisco San Francisco, CA 94129Underwriting Agreement • April 2nd, 2021 • Two • 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 two, a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 3,000,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional Ordinary Shares). 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”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • March 27th, 2023 • Two • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of March [●], 2023 by and among two (“TWOA” or the “Company”), two sponsor, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned investor (“Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2021 • Two • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2021, is made and entered into by and among two, a Cayman Islands exempted company (the “Company”), two sponsor, a Cayman Islands limited liability company (the “Sponsor”, and together with 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”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 2nd, 2021 • Two • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of March 29, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among two, a Cayman Islands exempted company (the “Company”) and two sponsor, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 20th, 2024 • Two • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) among two, a Cayman Islands exempted company with limited liability (together with its successors, the “Company”), LatAm Logistic Properties S.A., a company incorporated under the laws of Panama (together with its successors, the “Target”), and Logistic Properties of the Americas, a Cayman Islands exempted company with limited liability (the “PubCo”), pursuant to and in accordance with that certain Business Combination Agreement, dated as of August 15, 2023 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), by and among, the Company, the Target, the PubCo (which became party thereto pursuant to a joinder agreement, dated as of October 11, 2023), Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of the PubCo (“SPAC Merger Sub”) (which became party thereto pursuant to a joinder agre
two March 29, 2021Office Space and Administrative Services Agreement • April 2nd, 2021 • Two • Blank checks • New York
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).
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, 2023Sponsor Letter 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
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.
