Virtuoso Acquisition Corp. Westport, CT 06880Sponsor Agreement • May 28th, 2021 • Virtuoso Acquisition Corp. • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger (“Merger Agreement”), dated as of the date hereof, by and among Virtuoso Acquisition, Corp., a Delaware corporation (“VOSO”), Wejo Group Limited, a company incorporated under the Laws of Bermuda (the “Company”), Yellowstone Merger Sub, Inc., a Delaware corporation and direct, wholly- owned subsidiary of the Company (“Merger Sub”), Wejo Bermuda Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (“Limited”), and Wejo Limited, a private limited company incorporated under the Laws of England and Wales with company number 08813730 (“Wejo”), and hereby amends and restates in its entirety that certain letter, dated January 21, 2021, from Virtuoso Sponsor LLC (the “Sponsor”) and each of the other persons undersigned hereto, each of whom is a member of VOSO’s board of directors and/or management team (each, an “Insider”) to VOSO (the “P
SUBSCRIPTION AGREEMENTSubscription Agreement • May 28th, 2021 • Virtuoso Acquisition Corp. • Blank checks
This subscription agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Wejo Group Limited, an exempted limited company incorporated under the laws of Bermuda (the “Company”), Virtuoso Acquisition Corp., a Delaware Corporation (“Virtuoso”), and the undersigned subscriber (the “Investor”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among VIRTUOSO ACQUISITION CORP. WEJO GROUP LIMITED, YELLOWSTONE MERGER SUB, INC., WEJO LIMITED, and WEJO BERMUDA LIMITED dated as of May 28, 2021Merger Agreement • May 28th, 2021 • Virtuoso Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 28, 2021, by and among Virtuoso Acquisition Corp., a Delaware corporation (“VOSO”), Wejo Group Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (the “Company”), Yellowstone Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of the Company (“Merger Sub”), Wejo Bermuda Limited, an exempted company limited by shares incorporated under the Laws of Bermuda, (“Limited”), and Wejo Limited, a private limited company incorporated under the Laws of England and Wales with company number 08813730 (“Wejo”). VOSO, the Company, Merger Sub, Limited and Wejo are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
