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.
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 AGREEMENTTransaction 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).
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”).
