WARRANT AGREEMENTWarrant Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2020, is by and between Software Acquisition Group Inc. II, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 14, 2020, by and between Software Acquisition Group Inc. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • August 30th, 2021 • Otonomo Technologies Ltd. • Services-prepackaged software • 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”).
September 14, 2020 Software Acquisition Group Inc. II c/o Kenneth A. Woloson Law Office, PLLC Las Vegas, Nevada 89135Underwriting Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Software Acquisition Group Inc. II, a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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 pursuan
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2020, is made and entered into by and among Software Acquisition Group Inc. II, a Delaware corporation (the “Company”), Software Acquisition Holdings II 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 31st day of January, 2021, by and among Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • New York
THIS AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of [ ] [ ], 20211, 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”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • Delaware
WHEREAS, pursuant to that certain Business Combination Agreement, dated as of January 31, 2021 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, SPAC and Butterbur Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”); and
SUPPORT AGREEMENTSupport Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • Delaware
This Support Agreement (this “Agreement”), dated as of January 31, 2021, is entered into by and among Software Acquisition Group Inc. II, a Delaware corporation (“SPAC”), Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and [●] (the “Shareholder”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2021 • Otonomo Technologies Ltd. • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ________ ___, 2021, is entered into by and between Otonomo Technologies Ltd., an Israeli company whose address is 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page attached hereto (the “Indemnitee”).
Re: Sponsor Letter AgreementSponsor Letter Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • New York
This letter agreement (“Sponsor Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (“Business Combination Agreement”), dated on or about the date hereof, by and among Software Acquisition Group Inc. II, a Delaware corporation (“SPAC”), Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and Butterbur Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will merge with and into SPAC (“Merger”), with SPAC surviving the Merger as a wholly owned subsidiary of the Company. In order to induce the Company and SPAC to enter into the Business Combination Agreement and proceed with the Merger, and in recognition of the benefit that the Merger will confer on the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company and SPAC as follows:
AMENDED AND RESTATED ARTICLES OF ASSOCIATION of OTONOMO TECHNOLOGIES LTD.Articles of Association • August 30th, 2021 • Otonomo Technologies Ltd. • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER BY AND AMONG URGENT.LY INC., U.O ODYSSEY MERGER SUB LTD. AND OTONOMO TECHNOLOGIES LTD. DATED AS OF FEBRUARY 9, 2023Merger Agreement • February 10th, 2023 • Otonomo Technologies Ltd. • Services-prepackaged software • Delaware
Meetings of stockholders may be held within or outside of the State of Delaware, as the Bylaws may provide. The books of the Company may be kept (subject to any provision of applicable law) outside of the State of Delaware at such place or places or in such manner or manners as may be designated from time to time by the Board of Directors or in the Bylaws of the Company.
VOTING AGREEMENTVoting Agreement • February 10th, 2023 • Otonomo Technologies Ltd. • Services-prepackaged software • Delaware
This VOTING AGREEMENT (“Agreement”) is dated as of February 9, 2023, by and among Urgent.ly Inc., a Delaware corporation (the “Company”), Otonomo Technologies Ltd., a company incorporated under the laws of the State of Israel and registered under No. 515352813 with the Israeli Registrar of Companies (“Otonomo”), and [●] (the “Shareholder”).
OPTION AWARD AGREEMENTOption Award Agreement • May 28th, 2021 • Otonomo Technologies Ltd. • Services-prepackaged software
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 28th, 2021 • Otonomo Technologies Ltd. • Services-prepackaged software
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • Delaware
This Confidentiality and Lockup Agreement is dated as of January 31, 2021 and is between Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the shareholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit D hereto with the Company in order to become a “Shareholder Party” for purposes of this Agreement (collectively, the “Shareholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND, WHERE APPLICABLE, HAVE BEEN MARKED “[***].” SUCH REDACTIONS ARE IMMATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ANNEX 2 IOT...Iot Hub Software License Agreement • May 28th, 2021 • Otonomo Technologies Ltd. • Services-prepackaged software • London
AMENDMENT NO. 1 TO AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • August 23rd, 2023 • Otonomo Technologies Ltd. • Services-prepackaged software • New York
This Amendment (this “Amendment”) is made as of August 23, 2023, by and between Otonomo Technologies Ltd., a company incorporated under the laws of the State of Israel and registered under No. 515352813 (the “Company”) and Equiniti Trust Company, LLC (dba American Stock & Trust Company, LLC) (the “Warrant Agent”), and constitutes an amendment to that certain Amended & Restated Warrant Agreement, dated as of August 13, 2021, by and among the Company, Software Acquisition Group Inc. II (“SWAG II”), Continental Stock Transfer & Trust Company and the Warrant Agent (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
ADDENDUM TO ANNEX 2 IOT HUB SOFTWARE LICENSE AGREEMENTIot Hub Software License Agreement • May 28th, 2021 • Otonomo Technologies Ltd. • Services-prepackaged software
This Addendum to Annex 2 IOT Hub Software License Agreement(“Addendum”) is made and entered into by and between MITSUBISHI MOTORS CORPORATION (“Mitsubishi” and/or “Provider”) and OTONOMO TECHNOLOGIES LTD. (“Otonomo”).
SOFTWARE ACQUISITION GROUP INC. IIAdministrative Support Agreement • March 12th, 2021 • Otonomo Technologies Ltd. • New York
This letter agreement by and between Software Acquisition Group Inc. II (the “Company”) and Software Acquisition Holdings II LLC (“Software Holdings”), 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. 333-248214) (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”):
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AGREEMENT AND PLAN OF MERGER BY AND AMONG...Agreement and Plan of Merger • October 29th, 2021 • Otonomo Technologies Ltd. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 4, 2021, by and among OTONOMO TECHNOLOGIES LTD., a company organized under the laws of the State of Israel (“Parent”), Newton Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Neura, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
