REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2023 • Wejo Holdings Ltd. • 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 12th, 2023 • Wejo Holdings Ltd. • 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”).
FORM OF WARRANT AGREEMENT between TKB CRITICAL TECHNOLOGIES 1. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 12th, 2023 • Wejo Holdings Ltd. • 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”).
TKB Critical Technologies 1 El Segundo, CA 90245Securities Subscription Agreement • April 12th, 2023 • Wejo Holdings Ltd. • 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 12th, 2023 • Wejo Holdings Ltd.
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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 12th, 2023 • Wejo Holdings Ltd. • 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”).
October 26, 2021Underwriting Agreement • April 12th, 2023 • Wejo Holdings Ltd.
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).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 12th, 2023 • Wejo Holdings Ltd.
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.
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 12th, 2023 • Wejo Holdings Ltd. • 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”).
TKB CRITICAL TECHNOLOGIES 1 El Segundo, California 90245Administrative Services Agreement • April 12th, 2023 • Wejo Holdings Ltd.
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”):
