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”).
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”).
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:
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).
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”):
