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”).
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”).
