REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2020 • Ajax I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2020, is made and entered into by and among Ajax I, a Cayman Islands exempted company (the “Company”), and Ajax I Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
Underwriting AgreementUnderwriting Agreement • October 30th, 2020 • Ajax I • Blank checks • New York
Ajax I, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 75,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 11,250,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
Ajax I New York, NY 10606Ajax I • October 16th, 2020 • Blank checks • New York
Ajax I, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Ajax I Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 8,855,000 Class B ordinary shares (the “Shares”), US$0.0001 par value per share, of the Company (the “Class B Shares”), up to 1,155,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares” shall
INDEMNITY AGREEMENTIndemnity Agreement • October 30th, 2020 • Ajax I • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 27, 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT AJAX I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 27, 2020Warrant Agreement • October 30th, 2020 • Ajax I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 27, 2020, is by and between Ajax I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 30th, 2020 • Ajax I • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 27, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ajax I, a Cayman Islands exempted company (the “Company”), and Ajax I Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
Ajax I New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 30th, 2020 • Ajax I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Ajax I, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 16th, 2020 • Ajax I • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Ajax I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 30th, 2020 • Ajax I • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Ajax I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 27, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Investor RIGHTS AGREEMENTInvestor Rights Agreement • March 29th, 2021 • Ajax I • Blank checks • Delaware
This Investor Rights Agreement (this “Agreement”) dated as of [●], 2021 is made and entered into by and among Capri Listco, a Cayman Islands exempted company (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of March 29, 2021 (the “Business Combination Agreement”), by and among the Company, Ajax I, a Cayman Islands exempted company (“AJAX”), and Cazoo Holdings Limited, a private limited company organized under the law of England and Wales (“Cazoo”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG AJAX I, CAZOO HOLDINGS LIMITED AND CAPRI LISTCO DATED AS OF MARCH 29, 2021Business Combination Agreement • March 29th, 2021 • Ajax I • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 29, 2021, is made by and among Ajax I, a Cayman Islands exempted company (“AJAX”), Capri Listco a Cayman Islands exempted company (“Listco”) and Cazoo Holdings Limited, a private limited liability company formed under the laws of England and Wales (the “Company”). AJAX, Listco and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
First Amendment to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 14th, 2021 • Ajax I • Blank checks
THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into as of May 14, 2021 (the “Amendment Date”), by and among Ajax I, a Cayman Islands exempted company (“AJAX”), Cazoo Holdings Limited, a private limited liability company formed under the laws of England and Wales (the “Company”) and Capri Listco a Cayman Islands exempted company (“Listco”). AJAX, the Company and Listco are referred to herein collectively as the “Parties” and individually as a “Party.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2021 • Ajax I • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 29, 2021, by and among Ajax I, a Cayman Islands exempted company (“Ajax”), Capri Listco, a Cayman Islands exempted company (the “Company”), and the undersigned subscriber (“Subscriber”).
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • March 29th, 2021 • Ajax I • Blank checks • Delaware
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Ajax I, a Cayman Islands exempted company (“AJAX”), Capri Listco, a Cayman Islands exempted company (“Listco”), Cazoo Holdings Limited, a private limited liability company formed under the laws of England and Wales (the “Company”), and the undersigned, a shareholder of the Company (the “Shareholder”). Each of AJAX, Listco, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 29th, 2021 • Ajax I • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of [•], 2021, is made by and among AJAX I Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Ajax I, a Cayman Islands exempted company (“AJAX”), and Cazoo Holdings Limited, a private limited liability company formed under the laws of England and Wales (the “Company”). The Sponsor, AJAX and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Ajax IAdministrative Services Agreement • October 16th, 2020 • Ajax I • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Ajax I (the “Company”) and Ajax I Holdings, LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-249411) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 667 Madison Avenue, New York, NY 10606 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requested by the Company. In exchange ther
SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2021 • Ajax I • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 29, 2021, by and among Ajax I, a Cayman Islands exempted company (“Ajax”), Capri Listco, a Cayman Islands exempted company (the “Company”), and the undersigned subscriber (“Subscriber”).
Ajax IAdministrative Services Agreement • October 30th, 2020 • Ajax I • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Ajax I (the “Company”) and Ajax I Holdings, LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-249411) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 667 Madison Avenue, New York, NY 10065 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requested by the Company. In exchange ther
FIRST AMENDMENT TO SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • October 16th, 2020 • Ajax I • Blank checks • New York
This First Amendment (this “Amendment”) to the Securities Subscription Agreement, dated as of September 16, 2020 (the “Agreement”), by and between Ajax I, a Cayman Islands exempted company (the “Company”) and Ajax I Holdings, LLC, a Delaware limited liability company (the “Subscriber”), is made and entered into as of October 15, 2020, by and between the Company and the Subscriber. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
