Logistic Properties of the Americas Sample Contracts

Name: Loan Agreement Código: RE20-PR19JU01
Loan Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate

The following is a LOAN AGREEMENT entered into by and between the BANCO NACIONAL DE COSTA RICA, legal identification number 4-000-001021, with registered address in San José, on Fourth Avenue between First and Third Avenues, hereinafter referred to for the purposes of this contract as the BANK OR CREDITOR, and, LATAM LOGISTIC PROPCO BODEGAS LOS LLANOS S.R.L., legal identification number 3-102-815739, with registered address in the province of San José, Santa Ana canton, Pozos district, Forum Uno business center, Building C office 1C1, represented in this act by Mrs. Annette Fernandez Pagan, of legal age, married once, financial director, resident of San José, Pozos, Forum I Business Center, Building C, office 1C1, with residence identification number (DIMEX) 184002666420, in her capacity as ATTORNEY IN FACT, with sufficient powers for this act, with SPECIAL POWER OF ATTORNEY granted by public deed number eleven issued at thirteen hours ten minutes on April twenty-seventh, two thousand

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SUBSCRIPTION AGREEMENT February 16, 2024
Subscription Agreement • March 6th, 2024 • Logistic Properties of the Americas • Real estate • 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

Amended and Restated Loan Agreement
Loan Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate • New York

AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) dated as of June 18, 2019, between LATAM LOGISTIC PER PROPCO LURIN I S.R.L., a sociedad comercial de responsabilidad limitada organized and existing under the laws of the Republic of Perú (the “Borrower”); and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Perú (“IFC”).

AMENDMENT No. 01 to LEASING CONTRACT No. 257617 signed on January 22, 2021.
Leasing Contract • December 8th, 2023 • Logistic Properties of the Americas • Real estate

BANCOLOMBIA S.A., a public limited company, with its main office in the city of Medellin, legally established by Public Deed No. 388 of January 24, 1945, granted by Notary 1 of Medellin, with authorization to operate issued by the Financial Superintendence of Colombia, identified with N.I.T 8909039388, and legally represented in this AMENDMENT (as defined below) in its capacity as attorney-in-fact by MARTIN ORLANDO PRIETO RODRIGUEZ, of legal age and identified with C.C. No. 79.048.722, all of which is evidenced in the certificate of existence and legal representation issued by the Financial Superintendence of Colombia and by the Chamber of Commerce of Bogota D.C., hereinafter referred to as (“THE BANK”), and on the other hand,

Redactions with respect to certain portions hereof denoted with “***” FORM OF NON-AFFILIATE LOCK-UP RELEASE AGREEMENT
Non-Affiliate Lock-Up Release Agreement • June 5th, 2024 • Logistic Properties of the Americas • Real estate • New York

This NON-AFFILIATE LOCK-UP RELEASE AGREEMENT (this “Agreement”), dated as of [____], 2024, is made by and among Logistic Properties of the Americas, a Cayman Islands exempted company (the “Company”), HC PropTech Partners III, LLC, a Delaware limited liability company (the “Sponsor”), and the Investors listed on Schedule A hereto, each of which is not an affiliate of the Company (collectively, the “Investors” and individually as an “Investor”)).1 The Company, the Sponsor and the Investors shall be referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Letter Agreement (as defined below).

Bogota, September 25, 2023 Messrs. LATAM LOGISTIC COL PROPCO COTA 1 SAS GUILLERMO ZARCO LEGAL REPRESENTATIVE
Lease Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate

Reference: Response to the Waiver Request for Leasing Agreement # 235195 executed between Bancolombia and the company LATAM LOGISTIC COL PROPCO COTA 1 SAS

Amendment No. 3 to Financial Lease Agreement Leasing No. 235195
Financial Lease Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate

Between the undersigned, BANCOLOMBIA S.A., a financial institution legally constituted in accordance with the laws of the Republic of Colombia, with its main office in Medellin, Antioquia, identified with N.I.T 890.903.938-8 and legally represented by the person indicated in the signature section below, hereinafter referred to as (“BANCOLOMBIA and/or THE BANK”); and on the other hand, LATAM LOGISTIC PROPCO COTA 1 SAS, identified with NIT 900.986.856, represented in this document by the person indicated in the signature section below, who for the purposes of this document will be referred to as THE LESSEE. The individuals previously indicated shall be jointly referred to, for all purposes of this document, as the “Parties.” We have decided to modify the financial leasing contract No. 235195 on the following terms, subject to the following:

Creating Markets, Creating Opportunities
Loan Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate • New York
LEASING AGREEMENT NUMBER: 257617 GENERAL INFORMATION
Leasing Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate

Constitution Deed: Private document dated July 5, 2016, registered at the Chamber of Commerce of Bogota on July 6, 2016, under number 02119670 of Book IX

Peru: LLP Peru Investment No. 39427 Amendment Letter to the Loan Agreement
Loan Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate
Financial Lease Agreement Leasing No.: 235195
Financial Lease Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate
two
Business Combination Agreement • March 29th, 2024 • Logistic Properties of the Americas • Real estate

Reference is hereby made to that certain Business Combination Agreement, dated as of August 15, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among (i) two, a Cayman Islands exempted company (together with its successors, “SPAC”), and (ii) LatAm Logistic Properties S.A., a company incorporated under the laws of Panama (together with its successors, “LLP”), Logistic Properties of the Americas, a Cayman Islands exempted company with limited liability (“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 Pubco (“SPAC Merger Sub”) (which became party thereto pursuant to a joinder agreement, dated as of October 11, 2023), and LPA Panama Group Corp., a company incorporated under the laws of Panama and a wholly-owned subsidiary of Pubco (“Company Merger Su

Peru: LLP Peru Investment No. 39427 Amendment Letter to the Amended and Restated Loan Agreement
Loan Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate • New York
SPECIFIC CREDIT AGREEMENT
Specific Credit Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate
LEASING AGREEMENT BETWEEN BANCOLOMBIA S.A AND LATAM LOGISTIC COL PROPCO COTA 1 S.A.S
Leasing Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate

Between the undersigned, JUAN DAVID OSORNO OSORIO, of legal age and resident of this city, bearer ID number 98.627.260, acting on behalf and legal representation of the company BANCOLOMBIA S.A., a corporate company, domiciled in the city of Medellin, legally constituted, on one hand; and on the other hand, FANGMAN MICHAEL PATRICK, of legal age and resident of Bogota, identified as it appears below his signature, and acting on behalf and legal representation of the company LATAM LOGISTIC COL PROPCO COTA 1 SAS identified with NIT 900.986.856-3, we have decided to modify Lease Contract No. 235195 90, under the following terms:

ADDENDUM NO. 1 TO THE SPECIFIC CREDIT AGREEMENT SIGNED ON JUNE 7, 2021
Specific Credit Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate
LOAN AGREEMENT
Loan Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate

BANCO DAVIVIENDA (COSTA RICA), SOCIEDAD ANONIMA, corporate number three -hundred one - hundred forty-six thousand eight, domiciled in San José, Escazu, Guachipelin, on the ninth floor of the Meridiano Building, hereinafter referred to as “THE BANK” or “THE CREDITOR”; and

Peru: LLP Peru - Investment No. 39427 Amendment Letter to the Amended and Restated Loan Agreement
Loan Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate • New York
ADDENDUM No. 2 TO FINANCIAL LEASING AGREEMENT No. 235195 (Internal Sequence 90) ENTERED INTO BETWEEN BANCOLOMBIA S.A. AND LATAM LOGISTIC COL PROPCO COTA 1 SAS
Financial Leasing Agreement • December 8th, 2023 • Logistic Properties of the Americas • Real estate

Between the undersigned, MARTIN ORLANDO PRIETO RODRIGUEZ, of legal age and resident of this city, bearer ID number 79.048.722, acting on behalf and legal representation of the company BANCOLOMBIA S.A., a commercial nature joint-stock company, domiciled in the city of Medellin, legally constituted, on the one hand; and on the other hand, FANGMAN MICHAEL PATRICK, of legal age and with domicile in Bogotá, identified as it appears at the bottom of his signature, and who acts on behalf and legal representation of the company LATAM LOGISTIC COL PROPCO COTA 1 SAS with NIT 9009868563, we have decided to modify Lease Agreement No. 235195 90, on the following terms:

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