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
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).
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.
