Virtucon Acquisition Corp. Westport, CT 06880Securities Subscription Agreement • December 29th, 2020 • Virtuoso Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 2, 2020 by and between Virtucon Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Virtucon Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,450,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 450,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
January 21, 2021 Virtuoso Acquisition Corp. 180 Post Road East Westport, CT 06880Underwriting Agreement • January 27th, 2021 • Virtuoso Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, and Moelis & Company LLC as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering purs
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 27th, 2021 • Virtuoso Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 21, 2021, is made and entered into by and among Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), Virtuoso Sponsor LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 27th, 2021 • Virtuoso Acquisition Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 11th, 2021 • Virtuoso Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • January 27th, 2021 • Virtuoso Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 21, 2021, is by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Underwriting Agreement among Virtuoso Acquisition Corp., BTIG, LLC and Moelis & Company LLC Dated January 21, 2021 (the “Agreement”)Underwriting Agreement • January 27th, 2021 • Virtuoso Acquisition Corp. • Blank checks • New York
The undersigned, Virtuoso Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG”) and Moelis & Company LLC (together with BTIG, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 11th, 2021 • Virtuoso Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”) and Virtuoso Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
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...Otc Equity Prepaid Forward Transaction • November 12th, 2021 • Virtuoso Acquisition Corp. • Blank checks
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.
Virtuoso Acquisition Corp. Westport, CT 06880Sponsor Agreement • May 28th, 2021 • Virtuoso Acquisition Corp. • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger (“Merger Agreement”), dated as of the date hereof, by and among Virtuoso Acquisition, Corp., a Delaware corporation (“VOSO”), Wejo Group Limited, a company incorporated under the Laws of Bermuda (the “Company”), Yellowstone Merger Sub, Inc., a Delaware corporation and direct, wholly- owned subsidiary of the Company (“Merger Sub”), Wejo Bermuda Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (“Limited”), and Wejo Limited, a private limited company incorporated under the Laws of England and Wales with company number 08813730 (“Wejo”), and hereby amends and restates in its entirety that certain letter, dated January 21, 2021, from Virtuoso Sponsor LLC (the “Sponsor”) and each of the other persons undersigned hereto, each of whom is a member of VOSO’s board of directors and/or management team (each, an “Insider”) to VOSO (the “P
SUBSCRIPTION AGREEMENTSubscription Agreement • May 28th, 2021 • Virtuoso Acquisition Corp. • Blank checks
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 limited company incorporated under the laws of Bermuda (the “Company”), Virtuoso Acquisition Corp., a Delaware Corporation (“Virtuoso”), and the undersigned subscriber (the “Investor”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
VIRTUOSO ACQUISITION CORP.Administrative Support Agreement • January 11th, 2021 • Virtuoso Acquisition Corp. • Blank checks • New York
This letter agreement by and between Virtuoso Acquisition Corp. (the “Company”) and Virtuoso Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-251781) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
VIRTUOSO ACQUISITION CORP.Administrative Support Agreement • January 27th, 2021 • Virtuoso Acquisition Corp. • Blank checks • New York
This letter agreement by and between Virtuoso Acquisition Corp. (the “Company”) and Virtuoso Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-251781) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 27th, 2021 • Virtuoso Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 21, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Virtuoso Acquisition Corp., a Delaware corporation (the “Company”) and Virtuoso Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among VIRTUOSO ACQUISITION CORP. WEJO GROUP LIMITED, YELLOWSTONE MERGER SUB, INC., WEJO LIMITED, and WEJO BERMUDA LIMITED dated as of May 28, 2021Merger Agreement • May 28th, 2021 • Virtuoso Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 28, 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”), Yellowstone Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of the Company (“Merger Sub”), Wejo Bermuda Limited, an exempted company limited by shares incorporated under the Laws of Bermuda, (“Limited”), and Wejo Limited, a private limited company incorporated under the Laws of England and Wales with company number 08813730 (“Wejo”). VOSO, the Company, Merger Sub, Limited and Wejo are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
