Confidential WEIL:\98694207\10\80509.0008 SUBSCRIPTION AGREEMENT 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...
Confidential WEIL:\98694207\10\80509.0008 SUBSCRIPTION AGREEMENT 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”), and the undersigned subscriber (the “Investor”). WHEREAS, Investor desires to subscribe for and purchase from the Company a certain number of units, each unit consisting of (i) one of the Company’s Common Shares, par value $0.001 per share (the “Shares”) and (ii) one third of a warrant to purchase one Share exercisable for a period of five years at an exercise price of $1.564345 (the “Warrants” and together with the Shares, “Units”), each set forth on the signature page hereto, for a purchase price of $1.40197 per Unit, which shall be equal to the volume weighted average price per Share (the “VWAP”) on the five most recent Business Days prior to the execution of this Subscription Agreement, plus one third of $0.125 (which equals one third of the purchase price of one Warrant), and at least equal to the “Minimum Price”1 as defined in Nasdaq Stock Market Rule 5635(d), and an aggregate purchase price set forth on Investor’s signature page hereto (the “Subscription Amount”), and the Company desires to issue and sell to Investor the Units in consideration of the payment of the Subscription Amount therefor by or on behalf of Investor to the Company, all on the terms and conditions set forth herein; WHEREAS, a certain other “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) (the “Other Investor”) may, severally and not jointly, enter into a separate subscription agreement with the Company (the “Other Subscription Agreement”), pursuant to which such Other Investors agree to purchase Units on the Closing Date (as defined below) at the same per share purchase price as Investor; and WHEREAS, concurrently with the Closing, the Company desires to enter into a Warrant Agreement (the “Warrant Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Warrants shall be governed, it being understand that the Shares and Warrants constituting the Units shall be issued separately and will be separately transferable. In connection therewith, and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units as is set forth on the signature page of this Subscription Agreement on, and subject to, the terms and conditions provided for herein. The Investor understands and agrees that the Company reserves the right to accept or reject the Investor’s subscription for the Units for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company; the Company may do so in counterpart form. 2. Closing. The closing of the sale of the Units contemplated hereby (the “Closing”) shall occur on July 29, 2022 (the “Closing Date”). Prior to or at the Closing, Investor shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8 (or other applicable form or statement specified by the U.S. Department of the Treasury regulations in lieu thereof). On the Closing Date, the Company shall issue the Units to the Investor free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws) and subsequently cause the Units to be registered in book entry form in the name of the Investor on the Company’s share register, and the Company shall provide evidence from the Company’s transfer agent that the Units were issued to Investor in book-entry form on and as of the Closing Date; provided, however, that 1 Nasdaq Stock Market Rule 5635(d) defines “Minimum Price” as a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on ▇▇▇▇▇▇.▇▇▇) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on ▇▇▇▇▇▇.▇▇▇) for the five trading days immediately preceding the signing of the binding agreement.
2 WEIL:\98694207\10\80509.0008 the Company’s obligation to issue the Units to the Investor is contingent upon the Company having received the Subscription Amount in full accordance with this Section 2. 3. Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Units pursuant to this Subscription Agreement is subject to the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; (ii) substantially concurrently with the Closing Date, an aggregate of at least $15,000,000 shall be received, or receivable, by the Company pursuant to the closing of the sale of the Units pursuant to this Subscription Agreement and the Other Subscription Agreements; and (iii) there shall have been no amendment, waiver or modification to any of the Other Subscription Agreements that materially benefits any Other Investor thereunder unless the Investor has been offered substantially the same benefits. b. The obligation of the Company to consummate the purchase and sale of the Units pursuant to this Subscription Agreement shall be subject to the condition that all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Investor Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects, or in all respects, as applicable, as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations, warranties, covenants and agreements of the Investor contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects, or in all respects, as applicable, as of such earlier date). c. The obligation of the Investor to consummate the purchase and sale of the Units pursuant to this Subscription Agreement shall be subject to the conditions that: (i) all representations and warranties of the Company contained in this Subscription Agreement (other than the representations and warranties set forth in Sections 5(a), 5(b), 5(c), 5(d), 5(e) and 5(g) (the “Fundamental Representations”)) shall be true and correct in all material respects (in each case other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein and as applicable), which representations and warranties shall be true in all respects), and the Fundamental Representations shall be true and correct in all respects, in each case at and as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects, or in all respects, as applicable, as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the respective representations, warranties, covenants and agreements of the Company contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects, or in all respects, as applicable, as of such earlier date); (ii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of
3 WEIL:\98694207\10\80509.0008 such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Company to consummate the Closing; and (iii) there shall not have occurred any event, change, development, occurrence, condition or effect with respect to the Company or its subsidiaries that would reasonably be expected to have a material adverse effect on the business, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole (a “Company Material Adverse Effect”). 4. Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement. 5. Company Representation and Warranties. The Company represents and warrants to the Investor that: a. The Company is validly existing and in good standing under the laws of Bermuda (by which we mean that the Company has paid all fees due to the Bermuda Government which are currently required in order for the Company to maintain its existence in Bermuda), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. b. As of the Closing Date, the Shares and the Warrants will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s second amended and restated certificate of incorporation (as amended to the Closing Date) and the Warrants will be validly issued and enforceable against the Company in accordance with their terms and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s amended and restated bye-laws (as amended to the Closing Date). c. This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. The Warrant Agreement has been duly authorized, executed and delivered by the Company and, assuming that the Warrant Agreement constitutes the valid and binding agreement of the Warrant Agent (as defined therein), the Warrant Agreement is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. d. The execution, delivery and performance of this Subscription Agreement and the Warrant Agreement, the issuance and sale of the Units and the compliance by the Company with all of the provisions of this Subscription Agreement and the Warrant Agreement and the consummation of the transaction contemplated herein and therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject that would reasonably be expected to have a Company Material Adverse Effect or materially affect the validity of the Units or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement or the Warrant Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would reasonably be expected to have a Company Material Adverse Effect or materially affect the
4 WEIL:\98694207\10\80509.0008 validity of the Units or the legal authority of the Company to comply in all material respects with this Subscription Agreement or the Warrant Agreement. e. As of their respective filing dates, all reports required to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) since November 18, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder. None of the SEC Reports filed under the Exchange Act included, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has timely filed with the SEC each SEC Report that the Company was required to file with the SEC. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Company from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. f. Neither the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security of the Company nor solicited any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Units under the Securities Act. g. No broker, finder or other financial consultant has acted on behalf of the Company in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Investor. h. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Units that have not been or will not be validly waived on or prior to the Closing Date. i. The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company is now a party or by which the Company’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. j. The Company has not entered into any subscription agreement, side letter or other agreement with any Other Investor or any other investor in connection with the Other Investor’s or investor’s direct or indirect investment in the Company other than the Other Subscription Agreements; provided, no Other Subscription Agreement includes terms and conditions that are materially more advantageous to any such Other Investor than to the Investor hereunder. The Other Subscription Agreements have not been amended or waived in any material respect following the date of this Subscription Agreement and reflect the same Unit purchase price and economic terms that are no more favorable to any such Investor thereunder than the economic terms of this Subscription Agreement, provided that, for the avoidance of doubt, any subscription agreement entered into following the execution of this Subscription Agreement is permitted to be priced on the same calculation method as the Subscription Agreement in compliance with Nasdaq rules. k. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement, other than: (i) filings required by applicable federal and state securities laws; (ii) those required by Nasdaq, including with respect to obtaining approval of Company’s shareholders; and (iii) any filing, the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.
5 WEIL:\98694207\10\80509.0008 l. As of the date hereof, there are no pending or, to the knowledge of the Company, threatened, actions, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, there is no unsatisfied judgment or any open injunction binding upon the Company which would, individually or in the aggregate, reasonably be expected to have Company Material Adverse Effect. m. The Company is in compliance with all applicable laws, except where such non- compliance would not reasonably be expected to have a Company Material Adverse Effect. The Company has not received any written communication from a governmental entity that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. n. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6 of this Subscription Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Units by the Company to the Investor. o. As of the date of this Subscription Agreement and as of immediately prior to the Closing Date, the authorized capital stock of the Company consists of 634,000,000 Common Shares (the “Common Shares”), par value $0.001 per share, of which 94,666,196 Common Shares are issued and outstanding, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq, except that as of immediately prior to the Closing Date such capitalization will also reflect any changes to the capitalization of the Company to reflect the transactions contemplated in this Subscription Agreement and the Other Subscription Agreements. All (i) issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights and (ii) outstanding warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements and as has been publicly disclosed there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Common Shares or other equity interests in the Company, or securities convertible into or exchangeable or exercisable for such equity interests. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company, other than as has been publicly disclosed. p. As of the date hereof, the issued and outstanding Common Shares of the Company are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by Nasdaq or the SEC with respect to any intention by such entity to deregister the Common Shares or prohibit or terminate the listing of the Common Shares on Nasdaq. The Company has taken no action that is designed to terminate or would otherwise negatively impact the registration of the Common Shares under the Exchange Act. q. Neither the Company nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Company or any of its subsidiaries have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration. r. Except for discussions specifically regarding the offer and sale of the Units, the Company confirms that neither it nor any other person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning Company or any of its subsidiaries, other than with respect to the transactions contemplated by this Subscription Agreement and with respect to any standing non-disclosure agreement that the Investor may have with subsidiaries of the Company with respect to their prior existing business relationships, which such material non-public information will remain subject to such agreements. The Company understands and confirms that Investor will rely on the foregoing representations in effecting transactions in securities of the Company. Except with respect to the transactions contemplated by this Subscription Agreement and the Other Subscription Agreement, no event or circumstance has occurred which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed.
6 WEIL:\98694207\10\80509.0008 s. None of the Company or any of its directors, officers employees, representatives, agents or any person acting on its or their behalf is: (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any other Executive Order issued by the President of the United States and administered by OFAC (collectively “OFAC Lists”); (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States; or (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515. t. (i) None of the Company, or any of its directors, officers, employees, representatives, agents or any person acting on its or their behalf has engaged in any activity or conduct that would violate any applicable anti bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction (including the U.S. Foreign Corrupt Practices Act of 1977, as amended); (ii) as of the Closing Date, the Company has instituted and maintains policies requiring continued compliance with such laws, regulations or rules and (iii) no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator having jurisdiction over the Company with respect to such laws, regulations and rules is pending and, to the Company’s knowledge, no such actions, suits or proceedings are threatened or contemplated. u. No disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the Securities Act is applicable. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1) under the Securities Act. Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Units. v. The Company is not, and immediately after receipt of payment for the Units will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. w. Neither the Company, its subsidiaries or any of their affiliates, nor any person acting on their behalf will, directly or indirectly, use the proceeds of the sale of the Units, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity that is a Prohibited Investor. 6. Investor Representations and Warranties. The Investor represents and warrants to the Company that: a. The execution, delivery and performance by Investor of this Subscription Agreement and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Investor or any of its subsidiaries pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which Investor or any of its subsidiaries is a party or by which Investor or any of its subsidiaries is bound or to which any of the property or assets of Investor or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the legal authority of Investor to enter into and timely perform its obligations under this Subscription Agreement (an “Investor Material Adverse Effect”), (ii) if Investor is not an individual, result in any violation of the provisions of the organizational documents of Investor or any of its subsidiaries or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Investor or any of its subsidiaries or any of their respective properties that would reasonably be expected to have an Investor Material Adverse Effect or materially affect the legal authority of the Investor to comply in all material respects with this Subscription Agreement.
7 WEIL:\98694207\10\80509.0008 b. The Investor (i) is (a) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (b) an Institutional Account as defined in FINRA Rule 4512(c) or (c) a sophisticated institutional investor, experienced in investing in transactions of the type contemplated by this Subscription Agreement and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including Investor’s participation in the purchase of the Units, in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Units only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Units as a fiduciary or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Units with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Units. c. The Investor understands that the Units are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Units have not been registered under the Securities Act and that the Company is not required to register the Units except as set forth in Section 7 of this Subscription Agreement. The Investor understands that the Units may not be resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of the states and other jurisdictions of the United States and other applicable jurisdictions, and that any certificates or book entry positions representing the Units shall contain a restrictive legend to such effect (provided that such legends will be eligible for removal upon compliance with the relevant resale provisions of Rule 144); as a result the Investor may not be able to readily resell the Units and may be required to bear the financial risk of an investment in the Units for an indefinite period of time. The Investor acknowledges that the Units will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act, and that the provisions of Rule 144(i) will apply to the Units. The Investor understands that it has been advised to consult legal, tax and accounting counsel prior to making any offer, resale, pledge or transfer of any of the Units. Investor has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Units are a suitable investment for Investor, notwithstanding the substantial risks inherent in investing in or holding the Units. d. The Investor understands and agrees that the Investor is purchasing the Units directly from the Company. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, any of its respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company expressly set forth in this Subscription Agreement. e. In making its decision to purchase the Units, Investor represents that it has relied solely upon independent investigation made by Investor, and the representations, warranties and covenants of the Company contained in this Subscription Agreement. Without limiting the generality of the foregoing, Investor has not relied on any statements or other information provided by anyone, other than the Company and its representatives concerning the Company or the Units or the offer and sale of the Units. Investor represents and agrees that Investor and Investor’s professional advisor(s), if any, have (i) received, reviewed and understood the offering materials made available to Investor and (ii) had the full opportunity to ask such questions, receive such answers and obtain such information as Investor and the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Units. f. The Investor became aware of this offering of the Units solely by means of direct contact between the Investor and the Company, or a representative of the Company, and the Units were offered to the Investor solely by direct contact between the Investor and the Company, or a representative of the Company. The Investor did not become aware of this offering of the Units, nor were the Units offered to the Investor, by any other means. The Investor acknowledges that the Units (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the
8 WEIL:\98694207\10\80509.0008 Securities Act, or any state securities laws. Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company or its respective affiliates or any of its control persons, officers, directors, employees or representatives), other than the representations and warranties of the Company contained in this Subscription Agreement, in making its investment or decision to invest in the Company. g. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Units, including those set forth in the Company’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that it shall be responsible for any of its tax liabilities that may arise as a result of the transaction contemplated by this Subscription Agreement, and that the Company has not provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Subscription Agreement. h. Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Units and determined that the Units are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. i. In making its decision to purchase the Units, the Investor has relied solely upon independent investigation made by the Investor. j. The Investor understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Units or made any findings or determination as to the fairness of this investment. k. If Investor is not an individual, the Investor has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. If Investor is an individual, Investor has the authority to enter into, deliver and perform its obligations under this Subscription Agreement. l. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual the signatory has been duly authorized to execute the same, and, assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. m. Neither the Investor nor, as applicable, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, or the United Kingdom (collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national,
9 WEIL:\98694207\10\80509.0008 or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, or the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Investor also represents that, to the extent applicable, the Investor maintains policies and procedures reasonably designed to ensure compliance with sanctions administered by the United States, the European Union, or any individual European Union member state, or the United Kingdom. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Units were legally derived. n. The Investor has or has commitments to have, and at the Closing will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Units when required pursuant to this Subscription Agreement. o. The Investor’s domicile and principal place of business are as set forth on the signature page to this Subscription Agreement and such jurisdictions are the only jurisdictions in which an offer to sell, or the solicitation of an offer to buy, the Units was made to the Investor. p. Neither the Investor nor its affiliates or any of their respective officers or directors have employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for the Investor, in connection with this Subscription Agreement or the transactions contemplated hereby. q. As of the Closing Date, Investor has not entered into a binding commitment, and does not have any plan or intention, to sell, transfer or otherwise dispose of any Units. 7. Registration Rights. The Company agrees that, at any time the Company is eligible to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) on Form S-3 or any similar short form registration statement, and in any event on or prior to December 31, 2022, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Shares and the Warrants constituting the Units, including any Shares issuable upon exercise of the Warrants (the “Registration Statement”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) in the event the SEC reviews and has written comments to the Registration Statement, the ninetieth (90th) calendar day following the filing thereof and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, that if such falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business; provided, further, that the Company’s obligations to include the Shares and Warrants held by the Investor in the Registration Statement are contingent upon the Investor furnishing in writing to the Company such information regarding the Investor, the securities of the Company held by the Investor and the intended method of disposition of the Shares and Warrants as shall be reasonably requested by the Company to effect the registration of the Shares and Warrants, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling securityholder in similar situations. The Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until the earliest of (i) the date on which the Shares, including without limitation any Shares issuable upon exercise of the Warrants, and Warrants may be resold without volume, manner of sale or current public information limitations pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), (ii) the date on which all such Shares and Warrants have actually been sold and (iii) the date on which the Warrants expire. In connection with the foregoing and with all transactions contemplated by this Subscription Agreement, the Investor shall not be required to execute any lock-up or similar agreement. The Investor agrees to disclose its ownership to the Company upon request to assist
10 WEIL:\98694207\10\80509.0008 it in making the determination described above. Any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline, shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in this Section 7. The Investor agrees that the Company may suspend the use of any such Registration Statement, for a continuous period of up to 60 days not more than twice in any 12-month period, if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act. The Company’s obligations to include the Shares and Warrants issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to the Company such information regarding the Investor, the securities of the Company held by the Investor and the intended method of disposition of such Shares and Warrants as shall be reasonably requested by the Company, at least five (5) Business Days prior to the anticipated filing date of the Registration Statement to effect the registration of such Shares and Warrants, and the execution of such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. For purposes of this Subscription Agreement, “Business Day” shall mean any day other than (a) any Saturday or Sunday or (b) any other day on which banks located in New York, New York are required or authorized by applicable law to be closed for business. a. The Company will provide a draft of the Registration Statement to the Investor for review at least three (3) Business Days in advance of filing the Registration Statement. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw from the Registration Statement. b. If the SEC prevents the Company from including any or all of the Shares and Warrants proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares and Warrants by the applicable shareholders or otherwise, (i) such Registration Statement shall register for resale such number of Shares and Warrants which is equal to the maximum number of Shares and Warrants as is permitted by the SEC and (ii) the number of Shares and Warrants to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. c. In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable request, inform Investor as to the status of such registration, qualification, exemption and compliance. At its expense the Company shall: (i) except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Company determines to obtain, continuously effective with respect to Investor, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, for as long as Investor continues to hold Shares and/or Warrants; and (ii) advise Investor within three Business Days: (1) when a Registration Statement or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto has become effective; (2) of the issuance by the SEC of any stop order or other matter causing the suspension of the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;
11 WEIL:\98694207\10\80509.0008 (3) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares and Warrants included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (4) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus included therein so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising the Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent that providing notice to Investor of the occurrence of the events listed in (1) through (4) above may constitute material, nonpublic information regarding the Company; (iii) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; (iv) upon the occurrence of any event contemplated in Section 7(c)(ii)(4), except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares and Warrants included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) use its commercially reasonable efforts to cause all Shares to be listed on the primary securities exchange or market, if any, on which the shares issued by the Company have been listed; and (vi) use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Shares, including without limitation Shares issuable upon exercise of the Warrants, and Warrants contemplated hereby and to enable Investor to sell such Shares and Warrants under Rule 144. d. In addition, in connection with any sale, assignment, transfer or other disposition of the Shares, including without limitation Shares issuable upon exercise of the Warrants, and Warrants by the Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that such Shares and Warrants held by the Investor become freely tradable and upon compliance by the Investor with the requirements of this Subscription Agreement, if requested by the Investor, the Company shall cause the transfer agent for such Shares and Warrants (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Shares and Warrants and make a new, unlegended entry for such book entry Shares and Warrants sold or disposed of without restrictive legends within five (5) trading days of any such request therefor from the Investor, provided that the Company and the Transfer Agent have timely received from the Investor customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith. Subject to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, including, if required by the Transfer Agent or the Company, an opinion of Investor’s counsel, in a form reasonably acceptable to the Transfer Agent and the Company, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, the Investor may request that the Company remove any legend from the book entry position evidencing its Shares and Warrants following the earlier of such time as such Shares and Warrants (i) (x) are subject to or (y) have been or are about to be sold or transferred pursuant to an effective registration statement, (ii) have been or are about to be sold pursuant to Rule 144 or (iii) are eligible for resale under Rule 144(b)(1)
12 WEIL:\98694207\10\80509.0008 or any successor provision without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Shares and Warrants. If restrictive legends are no longer required for such Shares and Warrants pursuant to the foregoing, the Company shall, in accordance with the provisions of this Section 7(d) and within five (5) trading days of any request therefor from the Investor accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares and Warrants. The Company shall be responsible for the fees of the Transfer Agent and all DTC fees associated with such issuance. The Company shall provide a personal contact at the Company’s transfer agent and shall use its commercially reasonable efforts to cause the transfer agent to respond promptly to legend removal requests made pursuant to Section 7(d). e. Indemnification. (i) The Company agrees to indemnify, to the fullest extent permitted by law, the Investor (to the extent a seller under the Registration Statement), its directors, officers, partners, managers, members, stockholders and each person who controls Investor (within the meaning of the Securities Act), to the extent permitted by law, against all losses, claims, damages, liabilities and reasonable and documented out of pocket expenses (including reasonable and documented attorneys’ fees of one law firm) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement (“Prospectus”) or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by or on behalf of the Investor expressly for use therein. (ii) In connection with any Registration Statement in which the Investor is participating, the Investor shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and each person or entity who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained (or not contained in, in the case of an omission) in any information or affidavit so furnished in writing by on behalf of the Investor expressly for use therein; provided, however, that the liability of the Investor shall be several and not joint with any other investor and shall be in proportion to and limited to the net proceeds received by the Investor from the sale of Shares and Warrants giving rise to such indemnification obligation. (iii) Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled
13 WEIL:\98694207\10\80509.0008 to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault or culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (iv) The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made or knowledge obtained by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities. (v) If the indemnification provided under this Section 7(e) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that each indemnifying party’s obligation to make a contribution pursuant to this Section 7(e)(v) shall be individual and not joint and several, and that the liability of the Investor shall be limited to the net proceeds received by the Investor from the sale of Shares and Warrants giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 7(e)(i), (ii) and (iii) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7(e)(v) from any person or entity who was not guilty of such fraudulent misrepresentation. 8. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (b) if conditions to Closing set forth in Section 3 are not satisfied at, or are not capable of being satisfied on or prior to, the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be or are not consummated at the Closing, or (c) August 12, 2022 (the “Termination Date”), if the Closing has not occurred by such date; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such breach. 9. Miscellaneous. a. Neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Units acquired hereunder, if any) may be transferred or assigned, (i) other than an assignment to any affiliate of the Investor or fund or account advised or managed by the same investment manager as the Investor
14 WEIL:\98694207\10\80509.0008 or an affiliate thereof, subject to, if such transfer or assignment is prior to the Closing, such transferee or assignee, as applicable, executing a joinder to this Subscription Agreement or a separate subscription agreement in substantially the same form as this Subscription Agreement, including with respect to the Subscription Amount and other terms and conditions or (ii) otherwise approved in writing by the Company, provided, that, in the case of any such transfer or assignment, the initial party to this Subscription Agreement shall remain bound by its obligations under this Subscription Agreement in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of Units contemplated hereby. Neither this Subscription Agreement nor any rights that may accrue to the Company hereunder or any of the Company’s obligations may be transferred or assigned. b. The Company may request from the Investor such additional information as the Company may deem necessary to evaluate the eligibility of the Investor to acquire the Units, and the Investor shall provide such information as may reasonably be requested. The Investor acknowledges that the Company may file a copy of this Subscription Agreement with the SEC as an exhibit to a periodic report or registration statement of the Company. c. Each party hereto acknowledges that the other parties hereto and others will rely on the acknowledgments, understandings, agreements, representations and warranties made by such party and contained in this Subscription Agreement. Prior to the Closing, each party hereto agrees to promptly notify the other parties hereto if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein with respect to it are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case such party shall notify such other parties if they are no longer accurate in all respects). d. The Company, and the Investor are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. e. All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing. f. This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8 above) except by an instrument in writing, signed by each of the parties hereto. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder. g. The Investor does not have, as of the date hereof, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the Company. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Investor’s assets, the representation set forth in this Section 9(g) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Units covered by this Subscription Agreement. h. This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth in Section 9(c) with respect to the persons referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective successor and assigns. i. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained
15 WEIL:\98694207\10\80509.0008 herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. j. If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. k. This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. l. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. m. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE SUPREME COURT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 9(m) OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRED THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND
16 WEIL:\98694207\10\80509.0008 (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9. 10. Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the statements, representations and warranties of the Company expressly contained in Sections 5 of this Subscription Agreement, in making its investment or decision to invest in the Company. The Investor acknowledges and agrees that no other investor pursuant to this Subscription Agreement or any other agreement related to the private placement of the Company’s Common Shares (including the respective controlling persons, officers, directors, partners, employees, agents or representatives of any investor), or that is not a party hereto shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other agreement related to the private placement of the Company’s Common Shares for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Units hereunder or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company or any Non-Party Affiliate concerning the Company, or any of its controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Company or any of the Company’s controlled affiliates or any family member of the foregoing. 11. Press Releases. The Company shall, by 9:00 a.m., New York City time, on the first Business Day immediately following the date of this Subscription Agreement, issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, the transactions contemplated by this Subscription Agreement, and any other material, non-public information that the Company has provided to the Investor at any time prior to the filing of the Disclosure Document. From and after the disclosure of the Disclosure Document, to the knowledge of the Company, the Investors shall not be in possession of any material, non-public information received from the Company or any of its officers, directors or employees, except for any the Investor who has a confidentiality agreement in effect with respect to information not otherwise provided in the Disclosure Document. All press releases or other public communications relating to the transactions contemplated hereby between the Company and the Investor, and the method of the release for publication thereof, shall prior to the Closing be subject to the prior approval of (i) the Company and (ii) to the extent such press release or public communication references the Investor or its affiliates or investment advisers by name, the Investor; provided, that neither the Company nor the Investor shall be required to obtain consent pursuant to this Section 11 to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 11. The restriction in this Section 11 shall not apply to the extent the public announcement is required by applicable securities law, any governmental authority or stock exchange rule; provided, that in such an event, the applicable party shall use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing. 12. Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office notification), addressed as follows: If to the Investor, to the address provided on the Investor’s signature page hereto. If to the Company, to: Wejo Group Limited ABC Building ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇ E-mail: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
17 WEIL:\98694207\10\80509.0008 with a copy (which shall not constitute notice) to: Weil, Gotshal & ▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ E-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or to such other address or addresses as the parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice. [SIGNATURE PAGES FOLLOW]
1 of 4 WEIL:\98694207\10\80509.0008 IN WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date set forth below. WEJO GROUP LIMITED By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer Date: ____________________, 2022
2 of 4 WEIL:\98694207\10\80509.0008 IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below. Name of Investor: State/Country of Formation or Domicile: By: Name: Title: Name in which Shares are to be registered (if different): Date: Investor’s EIN: Business Address Street: Mailing Address Street (if different): City, State, Zip: City, State, Zip: Attn: Attn: Telephone No.: Facsimile No: Telephone No.: Facsimile No: Number of Shares subscribed for: Price Per Share: ___________ Number of Warrants subscribed for: ______________ Price Per Warrant: $0.125 Number of Units subscribed for: _________________ Price Per Unit: ____________ Aggregate Subscription Amount: $ You must pay the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. To the extent the offering is oversubscribed, the number of Units received may be less than the number of Units subscribed for.
3 of 4 WEIL:\98694207\10\80509.0008 SCHEDULE A ELIGIBILITY REPRESENTATIONS OF THE INVESTOR A. QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the applicable subparagraphs): We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act). We are subscribing for the Units as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB. **** OR **** B. INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please check the applicable subparagraphs): 1. We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.” 2. We are not a natural person. Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly qualifies as an “accredited investor.” Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company; Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000; Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person; or Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.
4 of 4 WEIL:\98694207\10\80509.0008 C. ACCREDITED INVESTOR STATUS (Please check the applicable subparagraphs): 1. I am an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.” 2. I am a natural person. Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly qualifies as an “accredited investor.” Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000; provided that in connection with this calculation (a) such person’s primary residence is not included as an asset, (b) indebtedness that is secured by such person’s primary residence, up to the estimated fair market value of such person’s primary residence as of the date hereof is not included as a liability (except that if the amount of such indebtedness outstanding as of the date hereof exceeds the amount outstanding 60 days before the date hereof, other than as a result of the acquisition of such person’s primary residence, the amount of such excess is included as a liability) and (c) indebtedness that is secured by such person’s primary residence in excess of the estimated fair market value of such person’s primary residence as of the date hereof is included as a liability. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. D. AFFILIATE STATUS (Please check the applicable box) INVESTOR: is: is not: an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company. This page should be completed by the Investor and constitutes a part of the Subscription Agreement.