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”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSBusiness Combination Agreement • September 1st, 2021 • Cazoo Group LTD • 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.
AMENDMENT TO AND ASSIGNMENT OF WARRANT AGREEMENT Dated August 23, 2021Warrant 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”).
