OPEN MARKET SALE AGREEMENTSMWejo Group LTD • December 21st, 2022 • Services-computer processing & data preparation • New York
Execution Version (Updated) COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of February 14, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company...Common Stock Purchase Agreement • March 31st, 2022 • Wejo Group LTD • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2022 • Wejo Group LTD • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 18, 2021 among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), Wejo Limited, a private limited company incorporated under the laws of England and Wales with company number 08813730 (“Wejo”), Virtuoso Sponsor LLC (“Sponsor”), the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder”, and collectively the “Existing Holders”), the undersigned parties listed as Majority Sellers on the signature pages hereto (collectively, the “Majority Sellers”) and the undersigned parties listed as Wejo Affiliate Holders on the signature pages hereto (collectively the “Wejo Affiliate Holders”). The Majority Sellers and the Wejo Affiliate Holders are collectively referred to as the “New Holders”, and the New Holders and the Exist
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2022 • Wejo Group LTD • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 16, 2022, is by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and the investor listed on the Schedule of Buyers attached hereto (the “Buyer”).
Wejo Group Limited Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [_____________]Wejo Group LTD • December 21st, 2022 • Services-computer processing & data preparation • New York
INDENTURE (the “Indenture”) dated as of [_______________], between Wejo Group Limited, an exempted company formed under the laws of Bermuda (hereinafter called the “Company”), and [_________________], (hereinafter called the “Trustee”), a national banking association duly organized and validly existing under the laws of the United States of America.
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and Counterparty on the Trade Date specified below. Certain terms of the Transaction shall be...Wejo Group LTD • November 24th, 2021 • Services-computer processing & data preparation
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
ContractSponsor Voting Agreement • January 11th, 2023 • Wejo Group LTD • Services-computer processing & data preparation • New York
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of November 18, 2021, by and among Virtuoso Acquisition Corp., a Delaware corporation (“VOSO”), Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company (the “Warrant Agent”).
Schedule D FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Wejo Holdings Limited, an exempted company limited by shares incorporated under the...Registration Rights Agreement • January 11th, 2023 • Wejo Group LTD • Services-computer processing & data preparation • New York
ContractIncentive Plan Share Option Award Agreement • March 31st, 2022 • Wejo Group LTD • Services-computer processing & data preparation • Delaware
Wejo Group Limited 2021 Equity Incentive Plan UK Sub-Plan Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated...Restricted Share Unit Award Agreement • March 31st, 2022 • Wejo Group LTD • Services-computer processing & data preparation • Delaware
Wejo Group Limited Restricted Share Unit Award AgreementRestricted Share Unit Award Agreement • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation • Delaware
This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and John Maxwell (the “Participant”), effective as of November 19, 2021 (the “Date of Grant”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”), dated as of March 27, 2023, is made and entered into between Wejo Group Limited, an exempted company limited by shares...Business Combination Agreement • March 29th, 2023 • Wejo Group LTD • Services-computer processing & data preparation • New York
US.356434854.01 Wejo | First Amendment to Secured Note Page 1 FIRST AMENDMENT TO SECURED NOTE This FIRST AMENDMENT TO SECURED NOTE (this “Amendment”) is made as of March 28, 2023 by and between Wejo Group Limited, an exempted company limited by shares...Wejo Group LTD • April 3rd, 2023 • Services-computer processing & data preparation
Amendment Agreement by and between Wejo Limited Securis 1 Master Fund Securis II Fund – SPC, Segregated Portfolio Eight – Non Life and Life and Securis II Fund – SPC, Segregated Portfolio Eleven IST - ILS CONTENTSAgreement • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation
Wejo Group Limited 2021 Equity Incentive Plan Non-Employee Director Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares...Restricted Share Unit Award Agreement • March 31st, 2022 • Wejo Group LTD • Services-computer processing & data preparation • Delaware
Wejo Group Limited 2021 Equity Incentive Plan Restricted Share Unit Award Agreement This Restricted Share Unit Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the...Equity Incentive Plan Restricted Share Unit Award Agreement • March 31st, 2022 • Wejo Group LTD • Services-computer processing & data preparation • Delaware
US.355951587.07 159133974.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 27, 2023, is by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of...Securities Purchase Agreement • March 3rd, 2023 • Wejo Group LTD • Services-computer processing & data preparation • New York
Wejo Group Limited 2021 Equity Incentive Plan Temporary Retainer Program Share Award Agreement This Temporary Retainer Program Share Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares...Program Share Award Agreement • May 22nd, 2023 • Wejo Group LTD • Services-computer processing & data preparation • Delaware
ContractWejo Voting Agreement • January 11th, 2023 • Wejo Group LTD • Services-computer processing & data preparation • New York
Confidential WEIL:\98694207\10\80509.0008 SUBSCRIPTION AGREEMENT This subscription agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Wejo Group Limited, an exempted...Subscription Agreement • July 28th, 2022 • Wejo Group LTD • Services-computer processing & data preparation
US.357005853.02 Wejo | Second Amendment to Secured Note Page 1 SECOND AMENDMENT TO SECURED NOTE This SECOND AMENDMENT TO SECURED NOTE (this “Second Amendment”) is made as of April 17, 2023 (the “Effective Date”) by and between Wejo Group Limited, an...Wejo Group LTD • April 20th, 2023 • Services-computer processing & data preparation
ContractSharing Agreement • July 16th, 2021 • Wejo Group LTD
ContractSharing Agreement • July 16th, 2021 • Wejo Group LTD • Delaware
US.355977294.05 1 February 27, 2023 Wejo Group Limited Canon’s Court 22 Victoria Street Hamilton HM12, Bermuda Attention: Chief Financial Officer Re: Consent Letter and Amendment No. 1 to Secured Convertible Note Dear Mr. Maxwell: Reference is made to...Wejo Group LTD • March 3rd, 2023 • Services-computer processing & data preparation
DEED OF INDEMNITY between WEJO GROUP LIMITED andDeed of Indemnity • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation
THIS DEED OF INDEMNITY (this “Agreement”), dated as of the date last written below, is effective as of the date of the effectiveness of the Company’s Registration Statement on Form S-4 relating to its initial public offering. between the following parties:
Confidential WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 27, 2022, is by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and Continental...Confidential Warrant Agreement • July 28th, 2022 • Wejo Group LTD • Services-computer processing & data preparation • New York
Wejo Group Limited Enters Into Business Combination with TKB Critical Technologies 1 Definitive Business Combination Agreement Expected to Provide up to $100 Million in Capital to Wejo and $11.25 per Share for TKB Shareholders Company to Provide a...Wejo Group LTD • January 10th, 2023 • Services-computer processing & data preparation
Manchester, United Kingdom and El Segundo, California, January 10, 2023 -- Wejo Group Limited (NASDAQ:WEJO) (“Wejo”), a global leader in Smart Mobility for Good™ cloud and software analytics for connected, electric and autonomous mobility, today announced that it has entered into a definitive business combination agreement to combine with TKB Critical Technologies 1 (NASDAQ: USCT) (“TKB”). The proposed business combination is subject to a number of closing conditions and the parties anticipate that the transaction will close in the second quarter of 2023. Upon closing of the business combination, the combined company will retain Wejo’s ticker symbol and will continue to trade on the Nasdaq Stock Market LLC.
Wejo Group Limited 2021 Equity Incentive Plan Share Award AgreementShare Award Agreement • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation • Delaware
This Share Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and Diarmid Ogilvy (the “Participant”), effective as of November 19, 2021 (the “Date of Grant”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2021 • Wejo Group LTD • Services-computer processing & data preparation • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 30, 2021 among John Maxwell (“Executive”), and wejo, Inc. (the “Company”).
WEIL:\97903375\1\80509.0005 AMENDMENT FIVE TO DATA SHARING AGREEMENT This Amendment Five (“Amendment Five”) to the Data Sharing Agreement, dated December 21, 2018, by and between General Motors Holdings LLC and its affiliates (“GM”) and wejo Limited...Wejo Group LTD • July 16th, 2021 • Delaware
CONTRACT OF EMPLOYMENT between Wejo UK Ltd of ABC Building, 21-23 Quay Street, Manchester, England, M3 4AE andSigned Agreement • September 7th, 2021 • Wejo Group LTD • Services-computer processing & data preparation • England and Wales
You must refer to the Company’s relevant policies and procedures in all cases. These will be made available to you, but you must take it upon yourself to seek further guidance or clarification from People Services if you are unclear in any way.
Consent and Purchase Agreement by and between Wejo Limited Securis 1 Master Fund Securis II Fund – SPC, Segregated Portfolio Eight – Non Life and Life and Securis II Fund – SPC, Segregated Portfolio Eleven IST - ILS CityPoint, 1 Ropemaker Street...Consent and Purchase Agreement • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation
Wejo Group Limited 2021 Equity Incentive Plan Share Option Award AgreementShare Option Award Agreement • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation • Delaware
This Share Option Award Agreement (this “Agreement”) is made by and between Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”) and John Maxwell (the “Participant”), effective as of November 19, 2021 (the “Date of Grant”).
