UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSCazoo Group LTD • September 30th, 2021 • Retail-auto dealers & gasoline stations
On March 29, 2021, Ajax I, a Cayman Islands exempted company (“Ajax”), Cazoo Holdings Limited, a private limited company organized under the law of England and Wales (“Cazoo”) and Capri Listco, a Cayman Islands exempted company (“Listco”), entered into the Business Combination Agreement, as amended by the First Amendment thereto, dated as of May 14, 2021 (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”) which, among other things, provided that (i) Ajax would merge with and into Listco, with Listco continuing as the surviving company, (ii) Listco would acquire all of the issued and outstanding shares of Cazoo via exchange for a combination of shares of Listco and cash consideration and (iii) Listco would become tax resident in the United Kingdom following the consummation of the Business Combination.
CAZOO GROUP LTD AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 16, 2022 2.00% Convertible Senior Notes due 2027Indenture • February 16th, 2022 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of February 16, 2022 between CAZOO GROUP LTD, a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 7th, 2023 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • New York
WARRANT AGENCY AGREEMENT, dated as of December 6, 2023 (this “Agreement”), by and between Cazoo Group Ltd, a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (“Equiniti” or the “Warrant Agent”).
Investor RIGHTS AGREEMENTInvestor Rights Agreement • September 1st, 2021 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • Delaware
This Investor Rights Agreement (this “Agreement”) dated as of August 26, 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”).
CAZOO GROUP LTD INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2021 • Capri Listco • Retail-auto dealers & gasoline stations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of, [●], 2021 by and between Cazoo Group Ltd, a Cayman Islands exempted company as further defined in Section 15(d), (the “Company”), and a member of the Board of Directors, an officer or key employee of the Company (“Indemnitee”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSCazoo Group LTD • September 1st, 2021 • Retail-auto dealers & gasoline stations
On March 29, 2021, Ajax I, a Cayman Islands exempted company (“Ajax”), Cazoo Holdings Limited, a private limited company organized under the law of England and Wales (“Cazoo”) and Capri Listco, a Cayman Islands exempted company (“Listco”), entered into the Business Combination Agreement, as amended by the First Amendment thereto, dated as of May 14, 2021 (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”) which, among other things, provided that (i) Ajax would merge with and into Listco, with Listco continuing as the surviving company, (ii) Listco would acquire all of the issued and outstanding shares of Cazoo via exchange for a combination of shares of Listco and cash consideration and (iii) Listco would become tax resident in the United Kingdom following the consummation of the Business Combination.
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG CAZOO GROUP LTD AND THE HOLDERS PARTY HERETO DATED AS OF [●], 2023Registration Rights Agreement • November 6th, 2023 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●] 2023, by and among Cazoo Group Ltd, a Cayman Islands exempted company (the “Company”), and each of the parties identified on the signature pages hereto (collectively, the “Holders”, and each a “Holder”).
CAZOO GROUP LTD 2.00% CONVERTIBLE SENIOR NOTES DUE 2027 PURCHASE AGREEMENT dated as of February 9, 2022Purchase Agreement • February 16th, 2022 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • New York
This Purchase Agreement (this “Agreement”), dated as of February 9, 2022, is entered into by and among Cazoo Group Ltd, a Cayman Islands exempted company (the “Company”), and the parties listed on Schedule I hereto (each a “Purchaser” and, collectively, the “Purchasers”) (the Company and the Purchasers being sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”), with reference to the following:
AMENDMENT NO. 1 TO TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • November 3rd, 2023 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 1 TO TRANSACTION SUPPORT AGREEMENT, dated as of November 3, 2023 (this “Amendment”), is entered into by and among (i) Cazoo Group Ltd, a Cayman Islands exempted company (“Cazoo”) and each of its subsidiaries party hereto (each a “Company Party” and, collectively with each other subsidiary of Cazoo, the “Company”), (ii) the undersigned Consenting Noteholders comprising the Steering Committee, and (iii) as of the date hereof unless otherwise set forth on the applicable signature page below and solely with respect to Section 1(b) of this Amendment, each Consenting Equityholder (each, a “Party” and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Transaction Support Agreement (as defined below).
Investor RIGHTS AGREEMENTInvestor Rights Agreement • December 7th, 2023 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • Delaware
This Investor Rights Agreement (this “Agreement”) dated as of December 6, 2023 is made and entered into by and among Cazoo Group Ltd, a Cayman Islands exempted company (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”).
Registration RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2022 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • New York
This Registration Rights Agreement (this “Agreement”) dated as of February 16, 2022 is made and entered into by and among Cazoo Group Ltd, a Cayman Islands exempted company (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • September 20th, 2023 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • New York
This TRANSACTION SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto, as amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of September 20, 2023, is entered into by and among:
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CAZOO GROUP LTD AND THE HOLDERS PARTY HERETO DATED AS OF DECEMBER 6, 2023Registration Rights Agreement • December 7th, 2023 • Cazoo Group LTD • Retail-auto dealers & gasoline stations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2023, by and among Cazoo Group Ltd, a Cayman Islands exempted company (the “Company”), and each of the parties identified on the signature pages hereto (collectively, the “Holders”, and each a “Holder”).
AMENDMENT TO AND ASSIGNMENT OF WARRANT AGREEMENT Dated August 23, 2021And Assignment of Warrant Agreement • September 1st, 2021 • Cazoo Group LTD • Retail-auto dealers & gasoline stations
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of August 23, 2021, by and among Ajax I, a Cayman Islands exempted company (the “Company”), Capri Listco, a Cayman Islands exempted company (“Listco”), Continental Stock Transfer & Trust Company, a limited trust company organized under the laws of the State of New York (the “Existing Warrant Agent”) and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (“Equiniti”).
