REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2021, is made and entered into by and among TKB Critical Technologies 1, a Cayman Island exempted company (the “Company”), TKB Sponsor 1, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 19th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and [_________] (“Indemnitee”).
October 26, 2021Letter Agreement • October 29th, 2021 • TKB Critical Technologies 1 • 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 TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, 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 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 Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
TKB Critical Technologies 1 El Segundo, CA 90245TKB Critical Technologies 1 • October 8th, 2021 • Blank checks • New York
TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by TKB Sponsor I, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares (the “Shares”) of the Company, $0.0001 par value per share (“Ordinary Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Ordinary Share and one-half of one warrant to purchase one Ordinary Share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORM OF WARRANT AGREEMENT between TKB CRITICAL TECHNOLOGIES 1. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 26, 2021, is by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 26, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and TKB Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 26, 2021 by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 19th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and TKB Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).
20,000,000 Units TKB Critical Technologies 1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 8th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 4, 2021, by and among TKB Critical Technologies 1, a Cayman Islands exempt company (the “Company”), and each of Corbin ERISA Opportunity Fund, Ltd. (“Corbin ERISA”), Corbin Opportunity Fund, L.P. (“Corbin Opportunity”), Atalaya Special Purpose Investment Fund II LP (“ASPIF II”), and ACM ASOF VII (Cayman) Holdco LP (together with Corbin ERISA, Corbin Opportunity and ASPIF II, each a “Purchaser” and collectively the “Purchasers”).
TKB CRITICAL TECHNOLOGIES 1 El Segundo, California 90245Letter Agreement • October 8th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
This letter agreement (this “Agreement”) by and between TKB Critical Technologies 1 (the “Company”) and Tartavull Klein Blatteis Capital, LLC (“TKB Capital”), 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 Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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”):
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 30th, 2023 • TKB Critical Technologies 1 • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of January 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between TKB Critical Technologies 1 (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FORM OF SPONSOR VOTING AGREEMENTSponsor Voting Agreement • January 11th, 2023 • TKB Critical Technologies 1 • Blank checks • New York
This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Sponsor I, LLC, a Delaware limited liability company (“Sponsor”) and the Persons identified on Schedule I attached hereto (together with the Sponsor, each a “Shareholder” and collectively, the “Shareholders”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2023 • TKB Critical Technologies 1 • Blank checks • New York
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 laws of Bermuda (the “Company”), TKB Critical Technologies 1, a Cayman Island exempted company (“SPAC”), TKB Sponsor 1, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under the caption “Holder” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement as a “Holder” pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 8th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of August 13, 2021, by and among TKB Critical Technologies 1, a Cayman Islands exempt company (the “Company”), and the other entities listed on the signature pages hereto. (collectively, the “Purchaser”).
FORM OF WEJO VOTING AGREEMENTForm of Wejo Voting Agreement • January 11th, 2023 • TKB Critical Technologies 1 • Blank checks • New York
This VOTING AGREEMENT (“Agreement”) is dated as of January 10, 2023, by and between TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”) and [●] (“Shareholder”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG WEJO GROUP LIMITED, TKB CRITICAL TECHNOLOGIES 1 AND GREEN MERGER SUBSIDIARY LIMITED DATED AS OF JANUARY 10, 2023Business Combination Agreement • January 11th, 2023 • TKB Critical Technologies 1 • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of January 10, 2023, is by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”), and Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub 1”).
AMENDMENT no. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 29th, 2023 • TKB Critical Technologies 1 • Blank checks • New York
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 incorporated under the laws of Bermuda (“Wejo”), and TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”).
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...TKB Critical Technologies 1 • January 10th, 2023 • Blank checks
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.
TKB CRITICAL TECHNOLOGIES 1TKB Critical Technologies 1 • July 3rd, 2023 • Blank checks
Reference is made to the Administrative Services Agreement by and between TKB Critical Technologies 1 (the “Company”) and Tartavull Klein Blatteis Capital, LLC (“TKB Capital”), dated October 26, 2021 (the “Services Agreement”). The Company wishes to terminate the Services Agreement effective as of the date hereof. By signing below, parties have agreed that the Services Agreement shall be of no further force or effect as of or after the date hereof.
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 3rd, 2023 • TKB Critical Technologies 1 • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of June 28, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between TKB Critical Technologies 1 (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • June 26th, 2023 • TKB Critical Technologies 1 • Blank checks • New York
THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”), dated June 25, 2023 (“Effective Date”), is by and among TKB Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), the individuals or entities listed on Schedule A hereto (collectively, the “Buyers”), TKB Critical Technologies 1, a Cayman Islands exempted company (the “SPAC”), and the independent directors of SPAC listed on the signature pages hereto (the “SPAC Directors”) (each, a “Party” and collectively, the “Parties”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • June 26th, 2023 • TKB Critical Technologies 1 • Blank checks
This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of June 25, 2023, is by and among Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Wejo”), TKB Critical Technologies 1, an exempted company incorporated under the laws of the Cayman Islands (“TKB”), Green Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub 1”), Wejo Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Holdco”), and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Merger Sub 2”).
TKB CRITICAL TECHNOLOGIES 1 El Segundo, California 90245Letter Agreement • October 29th, 2021 • TKB Critical Technologies 1 • Blank checks • New York
This letter agreement (this “Agreement”) by and between TKB Critical Technologies 1 (the “Company”) and Tartavull Klein Blatteis Capital, LLC (“TKB Capital”), 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 Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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”):
