URGENT.LY INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [•], 2023, and is between Urgent.ly Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • New York
THIS AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of August 13, 2021, is by and between Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), Software Acquisition Group Inc. II, a Delaware corporation (“SWAG II”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), and American Stock Transfer & Trust Company, a New York limited liability trust company (“AST”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 15th, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of July 12, 2022 by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Person that becomes a party to this Agreement in accordance with Section 6.11 hereof.
ContractUrgent.ly Inc. • June 22nd, 2023 • Services-computer processing & data preparation • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractUrgent.ly Inc. • October 18th, 2023 • Services-computer processing & data preparation • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of May 18, 2023 (this “Amendment”), is made by and among Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”) and CEOF HOLDINGS LP (“CEOF, and together with SCI and DCO, “Lenders” and each, a “Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral agent for Lenders (“Agent”), and Urgent.ly Inc., a Delaware corporation (“Borrower”), Roadside Innovation Inc., a Delaware corporation (“Roadside”), and Urgently Canada Technologies ULC, a British Columbia Corporation (“UCT”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Loan Agreement (defined below) referred to below.
URGENT.LY INC. WARRANT TO PURCHASE STOCKAmendment Agreement • July 27th, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • Delaware
THIS CERTIFIES THAT, for value received, [ ], with a principal office at the address set forth on the signature page hereto, or such person’s or entity’s assigns (the “Holder”), is entitled to subscribe for and purchase from Urgent.ly Inc., a Delaware corporation (the “Company”), Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued in connection with a convertible promissory note issued by the Company to the Holder (as may be amended from time to time, the “Holder’s 2022A Note”) as part of a series of convertible promissory notes designated Series 2022A (as may be amended from time to time, each a “2022A Note”).
ContractPurchase Stock • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • California
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective February 9, 2023 (the “Effective Date”), by and between Matthew Booth (the “Executive”) and Urgent.ly, Inc. (the “Company”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [____], 2023, by and among Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), Urgent.ly Inc., a Delaware corporation (“Urgently”), and American Stock Transfer & Trust Company, a New York limited liability company (the “Warrant Agent”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of May 18, 2023 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation, for itself and each of its Subsidiaries (collectively referred to as “Borrower”), Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lenders (“Agent”), and each of the Lenders from time to time party hereto (collectively, the “Lenders” and each, a “Lender”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Loan Agreement (defined below) referred to below.
URGENT.LY INC. WARRANT TO PURCHASE COMMON STOCKUrgent.ly Inc. • June 22nd, 2023 • Services-computer processing & data preparation • Delaware
This Warrant to Purchase Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Loan and Security Agreement, dated December 16, 2021, by and among the Company, the lenders from time to time party thereto (including the Holder) (the “Lenders”) and Alter Domus (US) LLC, as administrative and collateral agent for Lenders (the “Agreement”). Each capitalized term used but not defined in this Warrant has the meaning given to such term in the Agreement.
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2024 • Urgent.ly Inc. • Services-computer processing & data preparation
This Third Amended And Restated Loan and Security Agreement (this “Agreement”) is entered into as of January 19, 2024 (the “Closing Date”), by and among Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”), and CEOF HOLDINGS LP (“CEOF” and together with SCI and DCO, “Lenders” and each a “Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral agent for Lenders (“Agent”) and Urgent.ly Inc., a Delaware corporation (“Urgent.ly” or “Borrower”).
URGENT.LY INC. WARRANT TO PURCHASE COMMON STOCKUrgent.ly Inc. • June 22nd, 2023 • Services-computer processing & data preparation • Delaware
This Warrant to Purchase Common Stock (this “Warrant”) is being issued pursuant to the terms of the Convertible Promissory Note, dated [ ], 2019 by and among the Company and the Holder thereof (the “Note”). Each capitalized term used but not defined in this Warrant has the meaning given to such term in the Note.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2024 • Urgent.ly Inc. • Services-computer processing & data preparation
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of January 19, 2024 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (“Urgent.ly”, or “Borrower”), each Subsidiary of Urgent.ly party hereto as a Borrower or Loan Party, as the case may be, Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lenders (“Agent”), and each of the Lenders from time to time party hereto (collectively, the “Lenders” and each, a “Lender”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Loan Agreement (defined below) referred to below.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 9, 2023 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation, for itself and each of its Subsidiaries (collectively referred to as “Borrower”), Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lenders (“Agent”), and each of the Lenders from time to time party hereto (collectively, the “Lenders” and each, a “Lender”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Loan Agreement (defined below) referred to below.
URGENT.LY INC. WARRANT TO PURCHASE STOCKUrgent.ly Inc. • June 22nd, 2023 • Services-computer processing & data preparation • Delaware
THIS CERTIFIES THAT, for value received, [Holder], with a principal office at the address set forth on the signature page hereto, or such person’s or entity’s assigns (the “Holder”), is entitled to subscribe for and purchase from Urgent.ly Inc., a Delaware corporation (the “Company”), Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant to Purchase Stock (this “Warrant”) is being issued in connection with that certain Senior Advisor Agreement by and between the Company and the Holder dated [ ], 2022 (the “Agreement”). Each capitalized term used but not defined in this Warrant has the meaning given to such term in the Agreement.
URGENT.LY INC. WARRANT TO PURCHASE SERIES B-1 PREFERRED STOCKUrgent.ly Inc. • June 22nd, 2023 • Services-computer processing & data preparation • Delaware
This Warrant to Purchase Series B-1 Preferred Stock (this “Warrant”) is being issued pursuant to the terms of the Series B-1 Preferred Stock and Warrant Purchase Agreement, dated [ ], 2018 by and among the Company and the Purchasers named therein (the “Purchase Agreement”). Each capitalized term used but not defined in this Warrant has the meaning given to such term in the Purchase Agreement.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 24th, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of October 18, 2023 by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
DEED OF LEASEDeed of Lease • May 15th, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO DEED OF LEASE (this “Amendment”) is made as of May 31, 2019 (the “Effective Date”), by and between AG-ARC 8609 METRO PLACE, L.L.C., a Delaware limited liability company (“Landlord”), and URGENT.LY INC., a Delaware corporation (“Tenant”).
July 19, 2022 (as modified July 29, 2022 and August 3, 2022) Christopher Spanos Washington, DC 20016 Re: Separation Agreement Dear Chris:Consulting Agreement • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • Virginia
This letter sets forth the substance of the separation agreement (the “Agreement”) which Urgently Inc. (the “Company”) is offering to you to aid in your employment transition.
URGENT.LY INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)2013 Equity Incentive • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Urgent.ly Inc., a Delaware corporation (the “Company”) has granted you an option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan will have the same definitions as in the Plan.
URGENT.LY INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCKUrgent.ly Inc. • October 18th, 2023 • Services-computer processing & data preparation • Delaware
This Amended and Restated Warrant to Purchase Common Stock (this “Warrant”) amends and restates the Warrant to Purchase Common Stock originally issued on December 16, 2021, as amended July 12, 2022, pursuant to the terms of that certain Loan and Security Agreement, dated December 16, 2021, by and among the Company, the lenders from time to time party thereto (including the Holder) (the “Lenders”) and Alter Domus (US) LLC, as administrative and collateral agent for Lenders (as amended through the date hereof, the “Agreement”). This Warrant amended and restated the original warrant to make certain revisions in connection with the Otonomo Acquisition. Each capitalized term used but not defined in this Warrant has the meaning given to such term in the Agreement.
