Exhibit 10.1


 


EXECUTION VERSION

 


		Date:	November 10, 2021



 


		To:	Wejo Limited (“Counterparty”)



 


		Address:	ABC Building, 21-23 Quay Street, Manchester M3 4AE, England



 


		From:	Each entity specified as a “Seller” on Annex I hereto, severally and not jointly (each the “Seller”)



 


		Re:	OTC Equity Prepaid Forward Transaction



 


The purpose of this agreement (this “Confirmation”)
is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and Counterparty
on the Trade Date specified below. Certain terms of the Transaction shall be as set forth in this Confirmation, with additional terms
as set forth in a Pricing Date Notice (the “Pricing Date Notice”) in the form of Schedule A hereto. This Confirmation,
together with the Pricing Date Notice, constitutes a “Confirmation” and the Transaction constitutes a separate “Transaction”
as referred to in the ISDA Form (as defined below).


 


This Confirmation, together with the Pricing Date Notice, evidences
a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation
relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.


 


The 2006 ISDA Definitions (the “Swap Definitions”)
and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and with the Swap Definitions, the “Definitions”),
each as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. If there is any
inconsistency between the Definitions and this Confirmation, this Confirmation governs. If, in relation to the Transaction to which this
Confirmation relates, there is any inconsistency between the ISDA Form, this Confirmation (including the Pricing Date Notice), the Swap
Definitions and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated:
(i) this Confirmation (including the Pricing Date Notice); (ii) the Equity Definitions; (iii) the Swap Definitions, and (iv) the ISDA
Form.


 


This Confirmation, together with the Pricing Date Notice, shall supplement,
form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “ISDA Form”) as if
Seller and Counterparty had executed an agreement in such form (but without any Schedule except as set forth herein under “Schedule
Provisions”) on the Trade Date of the Transaction.


 


It is understood and agreed that this document shall constitute a separate
agreement with each party specified on Annex I attached hereto, as if each such party had executed a separate document naming only itself
as Seller, and that no party specified on the Annex I shall have any liability under this document for the obligations of any other party
so specified. For the avoidance of doubt, no Event of Default, Potential Event of Default or Termination Event under one Confirmation
by any one Seller specified on Annex I will constitute an Event of Default, Potential Event of Default or Termination Event with respect
to any other Seller specified on Annex I. With respect to any one such party, any references in this Confirmations to the ISDA Form shall
be deemed to refer to the ISDA Form as prepared for such party. Counterparty acknowledges and agrees that the separation of assets, liabilities,
and obligations of each separate Seller shall not be challenged, notwithstanding the fact that such agreements are included in a single
document.


 


The terms of the particular Transaction to which this Confirmation
relates are as follows:


 


	
    General Terms
	 	 
	 	 	 
	Type of Transaction:	 	Share Forward Transaction
	 	 	 
	Trade Date:	 	November 10, 2021
	 	 	 
	Pricing Date:	 	As specified in the Pricing Date Notice.
	 	 	 
	Effective Date:	 	One (1) Settlement Cycle following the Pricing Date
	 	 	 
	Valuation Date:	 	The second anniversary of the closing of Business Combination (as defined below) pursuant to the Agreement and Plan of Merger, dated as of May 28, 2021, between Wejo Group Limited (the “Company”), Yellowstone Merger Sub, Inc. (“Merger Sub”), Wejo Bermuda Limited, Counterparty and Issuer whereby Merger Sub will merge with and into Issuer, with Issuer being the surviving corporation in the merger and a direct, wholly-owned subsidiary of the Company, as reported on the Form 8-K filed by the Issuer on May 28, 2021 (the “Form 8-K”) (the “Business Combination”).
	 	 	 
	Pricing Date Notice:	 	Seller shall deliver to Counterparty a Pricing Date Notice as soon as practicable after, and on the same day as, the closing of the Business Combination occurs.
	 	 	 
	Seller:	 	Seller



 






     


     


    

 


	Buyer:	 	Counterparty 
	 	 	 
	Shares:	 	The Class A common stock of Issuer prior to the closing of the Business Combination; common shares of Company following the closing of the Business Combination
	 	 	 
	Issuer:	 	Virtuoso Acquisition Corp., a Delaware corporation (Ticker: “VOSOU”) prior to the closing of the Business Combination; Company following the closing of the Business Combination
	 	 	 
	Number of Shares:	 	“Total Purchased Shares Amount” as specified in the Pricing Date Notice (the “Total Purchased Shares Amount”), but in no event more than the Maximum Number of Shares. The Total Purchased Shares Amount is subject to reduction as described under “Optional Early Termination” and “Early Partial Settlement” provisions below.
	 	 	 
	Maximum Number of Shares:	 	7,500,000; provided that to the extent that two or more Sellers deliver a Pricing Date Notice to Counterparty, the aggregate of the Total Purchased Shares Amounts across all such Pricing Date Notices must not exceed 7,500,000. 
	 	 	 
	Forward Price:	 	The Redemption Price (the “Redemption Price”) as defined in Section 9.2 of the Amended and Restated Certificate of Incorporation of Issuer filed with the Secretary of State of the State of Delaware on January 21, 2021, as amended from time to time (the “Certificate of Incorporation”).
	 	 	 
	Prepayment:	 	Applicable 
	 	 	 
	Prepayment Amount:	 	
    An amount equal to 100% of the Forward Price multiplied by the Total
    Purchased Shares Amount.

     

    Counterparty will pay to Seller the Prepayment Amount at market open
    on the Prepayment Date.

	 	 	 
	Prepayment Date:	 	One (1) Local Business Day after the closing of the Business Combination 
	 	 	 
	Variable Obligation:	 	Not applicable 
	 	 	 
	Exchange(s):	 	Nasdaq Stock Market
	 	 	 
	Related Exchange(s):	 	All Exchanges
	 	 	 
	Reimbursement of Legal Fees:	 	
    On the Trade Date, Counterparty shall pay to all Sellers an amount
    (the “Trade Date Fee Amount”) equal to the lesser of (a) the attorney fees and other reasonable expenses related thereto
    incurred by the Sellers or their affiliates in connection with the Transactions entered into by the Sellers, on a several and not joint
    basis (the “Legal Fees”) and (b) $100,000 (the “Fee Cap Amount”).

     

    If the Trade Date Fee Amount is less than the Fee Cap Amount, on the
    Effective Date, Counterparty shall pay to all Sellers an amount equal to the lesser of (a) the Legal Fees incurred by the Sellers but
    not reimbursed under the Trade Date Fee Amount and (b) Fee Cap Amount minus the Trade Date Fee Amount.

     

    For the avoidance of doubt, notwithstanding the several and not joint
    nature of each Seller’s obligations hereunder, the “Reimbursement of Legal Fees” provisions will be calculated on an
    aggregate basis across all Sellers.

	 	 	 
	Settlement Terms	 	 
	 	 	 
	Settlement Method Election:	 	Not Applicable 
	 	 	 
	Settlement Method:	 	Physical Settlement; provided that Section 9.2 of the Equity Definitions shall be amended by adding “or its designee” after “Buyer” in Section 9.2(a)(iii) and in the last paragraph thereof. 
	 	 	 
	Settlement Currency:	 	USD
	 	 	 
	Excess Dividend Amount	 	Ex Amount 



 






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	Optional Early Termination:	 	
    From time to time and on any Exchange Business Day following the date
    of closing of the Business Combination, Seller may, in its absolute discretion, terminate the Transaction in whole or in part by giving
    written notice to Counterparty (the “OET Notice”).

     

    Seller will deliver the OET Notice within one (1) Business Day of a
    sale by Seller of any Shares after the date of closing of the Business Combination (excluding any sales pursuant to the “Early Partial
    Settlement” provisions below).

     

    The OET Notice will specify the number of shares sold by Seller (the
    “Terminated Shares”) and the settlement date of the sale for such Terminated Shares (the “OET Settlement Date”).
    On each OET Settlement Date, (i) Seller shall pay to Counterparty an amount equal to the product of (x) the number of Terminated Shares
    and (y) the Forward Price; and (ii) the Total Purchased Shares Amount will be reduced by the number of Terminated Shares.

     

    The remainder of the Transaction, if any, shall continue in accordance
    with its terms; provided that if the OET Settlement Date is also the stated Valuation Date, the remainder of the Transaction shall be
    settled in accordance with the other provisions of “Settlement Terms.”

	 	 	 
	Early Partial Settlement:	 	
    If a Share Excess Event occurs, Counterparty may deliver a written
    notice to Seller requesting early partial settlement of the Transaction (the “Early Settlement Notice”); provided that,
    (i) in the case of the 6-month Excess Event, the Early Settlement Notice may be delivered on any Exchange Business Day during the continuation
    of such Share Excess Event, and (ii) in the case of 1-year Excess Event, the Early Settlement Notice must be delivered within five (5)
    Local Business Days after such Share Excess Event occurs (unless such Share Excess Event occurs during a Blackout Period, then the Early
    Settlement Notice must be delivered within five (5) Local Business Days after the end of the Blackout Period).

     

    As soon as practicable after receipt by Seller of an Early Settlement
    Notice, Seller will sell the Excess Shares, acting in its absolute discretion as to the manner and process of such sale, and on the Early
    Settlement Date pay to Counterparty an amount (the “Early Settlement Amount”) equal to the lesser of (a) the number
    of Excess Shares sold multiplied by the Forward Price and (b) the net sale proceeds received by Seller for such Excess Shares sold; provided
    that, if the Excess Shares are trading below the Forward Price, Counterparty may request, in the Early Settlement Notice, Seller to transfer
    the Excess Shares to the designee of Counterparty (the “Transfer”) instead of selling such shares in the market (such
    Excess Shares sold or transferred, the “Early Settled Shares”).

     

    Seller shall effect the Transfer as soon as practicable after receipt
    by Seller of an Early Settlement Notice; provided that if on the date of, but prior to, the Transfer the trading price of Excess Shares
    is above the Forward Price, Seller shall not be obligated to effect the Transfer and may instead elect to sell the Excess Shares in accordance
    with the preceding paragraph as though the request for Transfer was not included in the Early Settlement Notice.

     

    Seller’s obligations under this Transaction with respect to the
    Early Settled Shares shall be completely discharged upon the Transfer of the Excess Shares or the payment of the Early Settlement Amount,
    as applicable.

     

    On each Early Settlement Date, the Total Purchased Shares Amount will
    be reduced by the Excess Shares sold or transferred on such date.

     

    “Blackout Period” means the “Blackout Period”
    as defined in accordance with the Company’s insider trading policy.

     

    “Early Settlement Date” means the date that Seller
    (a) in the case of a sale of Excess Shares, receives the net sale proceeds with respect to such Excess Shares or (ii) in the case of a
    Transfer of Excess Shares, effects the Transfer of such Excess Shares.

     

    “Excess Shares” means (a) the amount of Shares
held by Seller at the time of the Share Excess Event, minus (b)(i) in the case of the 6-month Excess Event, 75% of the Total Purchased
Shares Amount of Shares, or (ii) in the case of the 1-year Excess Event, 50% of the Total Purchased Shares Amount of Shares. 

    




 






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	 	 	“Share Excess Event” will occur if: (i) after
the 6-month anniversary of closing of Business Combination, less than 25% of the Total Purchased Shares Amount of Shares (as specified
in the Pricing Date Notice) have become Terminated Shares (the “6-month Excess Event”); or (ii) on the 1-year anniversary
of closing of Business Combination, less than 50% of the Total Purchased Shares Amount of Shares (as specified in the Pricing Date Notice)
have become Terminated Shares or Early Settled Shares (the “1-year Excess Event”) (in each case of (i) and (ii), determined
as of 5 p.m. New York time on (x) with respect to the 6-month Excess Event, each Exchange Business Day, and (y) with respect to the 1-year
Excess Event, on such 1-year anniversary (or if such date is not an Exchange Business Day, on the next Exchange Business Day). 
	 	 	 
	Share Adjustments:	 	 
	 	 	 
	Method of Adjustment:	 	Calculation Agent Adjustment
	 	 	 
	Extraordinary Events:	 	 
	 	 	 
	Consequences of Merger Events:	 	 
	 	 	 
	Share-for-Share:	 	Calculation Agent Adjustment 
	 	 	 
	Share-for-Other:	 	Cancellation and Payment 
	 	 	 
	Share-for-Combined:	 	Component Adjustment 
	 	 	 
	Tender Offer:	 	Applicable; provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by adding “, or of the outstanding Shares,” before “of the Issuer” in the fourth line thereof. Sections 12.1(e) and 12.1(l)(ii) of the Equity Definitions are hereby amended by adding “or Shares, as applicable,” after “voting shares”.
	 	 	 
	Consequences of Tender Offers:	 	 
	 	 	 
	Share-for-Share:	 	Calculation Agent Adjustment 
	 	 	 
	Share-for-Other:	 	Calculation Agent Adjustment 
	 	 	 
	Share-for-Combined:	 	Calculation Agent Adjustment 
	 	 	 
	Composition of Combined Consideration:	 	Not Applicable 
	 	 	 
	Nationalization, Insolvency or Delisting:	 	
    Cancellation and Payment (Calculation Agent Determination); provided
    that the definition of “Delisting” is hereby deleted in its entirety and replaced with the following:

     

    “Delisting” means that the Exchange announces that the
    Shares cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (and are not immediately re-listed,
    re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Stock Market (including Nasdaq Global Select Market, the Nasdaq
    Capital Market or the Nasdaq Global Market) (or their respective successors) or such other exchange or quotation system which, in the
    determination of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed,
    re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

     

    Notwithstanding anything to the contrary in the Definitions or the
    ISDA Form, if Delisting occurs prior to closing of the Business Combination, Counterparty will pay to Seller on the day of such Delisting
    the “Cancellation Amount” equal to 100% of the Forward Price multiplied by the number of Shares held by Seller as of such
    date (the “Total Delisted Shares”) and, upon the receipt of such Cancellation Amount, the Seller will, at its option,
    either transfer the Total Delisted Shares to Counterparty (or its designee) or sell the Total Delisted Shares in the market and pay to
    Counterparty an amount equal to the Forward Price multiplied by the number of Delisted Shares sold. Seller’s obligations under this
    Transaction with respect to the Delisted Shares shall be completely discharged upon such transfer or payment, as applicable.

	 	 	 
	Business Combination Exclusion:	 	Notwithstanding the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event, Tender Offer, Delisting or any other Extraordinary Event hereunder.



 






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	Additional Disruption Events:	 	 
	 	 	 
	(a)  Change in Law:	 	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.
	 	 	 
	(a)  Failure to Deliver:	 	Not Applicable
	 	 	 
	(b)  Insolvency Filing:	 	Applicable
	 	 	 
	(c)  Hedging Disruption:	 	Not Applicable
	 	 	 
	(d)  Increased Cost of Hedging:	 	Not Applicable
	 	 	 
	(e)  Loss of Stock Borrow:	 	Not Applicable
	 	 	 
	(f)  Increased Cost of Stock Borrow:	 	Not Applicable
	 	 	 
	Determining Party:	 	For all applicable events, Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Determining Party, in which case a Third Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining Party.
	 	 	 
	Additional Provisions:	 	 
	 	 	 
	Calculation Agent:	 	
    Seller, unless (i) an Event of Default, Potential Event of Default
or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Calculation
Agent, in which case an unaffiliated leading dealer in the relevant market selected by Counterparty will be the Calculation Agent. 

	 	 	 
	Non-Reliance:	 	Applicable
	 	 	 
	Agreements and Acknowledgements Regarding Hedging Activities:	 	Applicable
	 	 	 
	Additional Acknowledgements:	 	Applicable
	 	 	 
	Schedule Provisions:	 	 
	 	 	 
	Specified Entity:	 	
    In relation to both Seller and Counterparty for the purpose of:

     

    Section 5(a)(v), Not Applicable

    Section 5(a)(vi), Not Applicable

    Section 5(a)(vii), Not Applicable

    Section 5(b)(v), Not Applicable

	 	 	 
	Cross-Default	 	The “Cross-Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party.
	 	 	 
	Credit Event Upon Merger	 	The “Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party.
	 	 	 
	Automatic Early Termination:	 	The “Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party. 
	 	 	 
	Termination Currency:	 	United States Dollars 
	 	 	 
	Additional Termination Event:	 	
    Will apply to Seller and will apply to Counterparty. The occurrence
    of the following event shall constitute an Additional Termination Event in respect of which Seller and Counterparty shall both be Affected
    Parties:

     

    The Business Combination fails to close on or before December
31, 2021. 

    




 






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	 	 	If this Transaction terminates due to the occurrence of the foregoing
    Additional Termination Event, then, subject to the immediately following sentence, no further payments or deliveries shall be due by either
    Seller to Counterparty or Counterparty to Seller in respect of the Transaction, including without limitation in respect of any settlement
    amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation
    under the Transaction and, for the avoidance of doubt and without limitation, no payments will have accrued or be due under Sections 2,
    6 or 11 of the ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “‘Reimbursement
    of Legal Fees,” and “Other Provisions — (d) Indemnification” shall survive any termination due to the occurrence
    of the foregoing Additional Termination Event.
	 	 	 
	Additional Event of Default:	 	
    Notwithstanding anything to the contrary in the ISDA Form, failure
    by Counterparty to pay the Prepayment Amount on the Prepayment Date shall be an additional Event of Default with respect to Counterparty
    as the Defaulting Party (the “Prepayment Amount Event of Default”) and shall not constitute an Event of Default under
    Section 5(a)(i) of the ISDA Form.

     

    If the Prepayment Amount Event of Default occurs, on the third (3rd)
    Business Day after the Prepayment Date and on each weekly anniversary thereafter until the Prepayment Amount plus all amounts due under
    Section 9(h)(i)(1) of the ISDA Form are paid to Seller in full, the Prepayment Amount will increase by $5,000,000 up to a cap of $150,000,000.
    For the avoidance of doubt, the calculation of the Early Termination Amount under the ISDA Form will take into account the increase in
    the Prepayment Amount payable pursuant to this paragraph.

     

    With respect to the Prepayment Amount Event of Default only, “Default
    Rate” in the ISDA Form means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant
    payee (as certified by it) if it were to fund or of funding the relevant amount plus 2% per annum.

     

    Notwithstanding the several and not joint nature of each Seller’s
obligations hereunder, the $5,000,000 increases and $150,000,000 cap set forth above will be calculated on an aggregate basis across
all Sellers, pro rata to their respective share of the Number of Shares. 

	 	 	 
	Governing Law:	 	New York law (without reference to choice of law doctrine)
	 	 	 
	Credit Support Document:	 	With respect to Seller and Counterparty, None.
	 	 	 
	Credit Support Provider:	 	With respect to Seller and Counterparty, None.
	 	 	 
	Local Business Days:	 	
    Seller specifies the following places for the purposes of the definition
    of Local Business Day as it applies to it: New York.

     

    Counterparty specifies the following places for the purposes of the
    definition of Local Business Day as it applies to it: New York.



 


Representations, Warranties and Covenants


 


Each of Counterparty and Seller represents and warrants to, and covenants
and agrees with, the other as of the date on which it enters into the Transaction that (in the absence of any written agreement between
the parties that expressly imposes affirmative obligations to the contrary for the Transaction):


 


		(a)	Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into the Transaction
and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it
has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation
to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction
will not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received
from the other party will be deemed to be an assurance or guarantee as to the expected results of the Transaction.



 


		(b)	Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction. It is also capable
of assuming, and assumes, the risks of the Transaction.



 


		(c)	Non-Public Information. It is in compliance with Section 10(b) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).



 






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		(d)	Eligible Contract Participant. It is an “eligible contract participant” under, and as defined in, the Commodity
Exchange Act (7 U.S.C. § 1a(18)) and CFTC regulations (17 CFR § 1.3).



 


		(e)	Private Placement. It (i) is an “accredited investor” as such term is defined in Regulation D as promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), (ii) is entering into the Transaction for its
own account without a view to the distribution or resale thereof and (iii) understands that the assignment, transfer or other disposition
of the Transaction has not been and will not be registered under the Securities Act.



 


		(f)	Investment Company Act. It is not and, after giving effect to the Transaction, will not be required to register as an
“investment company” under, and as such term is defined in, the Investment Company Act of 1940, as amended.



 


		(g)	Authorization. The Transaction has been entered into pursuant to authority granted by its board of directors or other
governing authority. It has no internal policy, whether written or oral, that would prohibit it from entering into any aspect of the Transaction.



 


Counterparty represents and warrants to, and covenants and agrees with
Seller as of the date on which it enters into the Transaction that (in the absence of any written agreement between the parties that expressly
imposes affirmative obligations to the contrary for the Transaction):


 


		(a)	Total Assets. It has total assets of at least $37,642,000 as of the date hereof.



 


		(b)	Non-Reliance. Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that
Seller is not making any representations or warranties or taking any position or expressing any view with respect to the treatment of
the Transaction under any accounting standards.



 


		(c)	Solvency. Counterparty is, and shall be as of the date of any payment or delivery by Counterparty under the Transaction,
solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient
to carry on the businesses in which it engages. Counterparty: (i) has not engaged in and will not engage in any business or transaction
after which the property remaining with it will be unreasonably small in relation to its business, (ii) has not incurred and does not
intend to incur debts beyond its ability to pay as they mature, and (iii) as a result of entering into and performing its obligations
under the Transaction, (a) it has not violated and will not violate any relevant state law provision applicable to the acquisition or
redemption by an issuer of its own securities and (b) it would not be nor would it be rendered “insolvent” (as such term is
defined under Section 101(32) of the Bankruptcy Code).



 


		(d)	Public Reports. Counterparty is and will remain in compliance with its reporting obligations under the Securities Act
and the Exchange Act, and all reports and other documents filed (or to be filed) by Counterparty with the Securities and Exchange Commission
pursuant to the Securities Act and the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed
to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material
fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.



 


		(e)	No Distribution. Counterparty is not entering into the Transaction to facilitate a distribution of the Shares (or any
security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant
part be determined by the value of the Shares) or in connection with any future issuance of securities.



 


		(f)	Form 8-K. Counterparty will not file, and cause the Issuer to not file, with the Securities and Exchange Commission
any Form 8-K that includes any disclosure regarding this Confirmation or the Transaction without consulting with and reasonably considering
any comments received from Seller.



 


		(g)	No Affiliation. Counterparty, to the best of its knowledge, and each other person that is directly or indirectly through
one or more intermediates controlling or controlled by or under common control with Counterparty is not to be considered and shall not
become or be considered an “affiliate” (as defined in Rule 144 under the Securities Act) of Seller at any time during the
term of the Transaction.



 






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		(h)	No Violation or Conflict. The execution, delivery and performance by Counterparty of this Confirmation and the Transaction
hereunder (including any payment required hereunder) do not (and will not) (x) violate or conflict with (i) any law, statute, rule or
regulation applicable to Wejo Group, (ii) any provision of Wejo Group’s constitutional documents (including any articles of incorporation,
operating agreements or by-laws), (iii) any order or judgment of any court or agency of government applicable to Wejo Group or any of
Wejo Group’s assets, or (iv) any provision of any indenture, certificate of designation for preferred stock, agreement or other
instrument to which the Wejo Group is a party or by which it or its property may be bound, or (y) result in a breach of or constitute
(alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration
of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement
or other instrument.



 


“Wejo Group” means
Counterparty, the Company and any of their subsidiaries.


 


		(i)	Compliance with Laws. None of Wejo Group and its properties or assets is in violation of (nor will the continued operation
of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance,
code or approval or any building permit) or is in default with respect to any judgment, writ, injunction or decree of any governmental
authority.



 


		(j)	No Filings. Other than the filing of the Form 8-K referred to in paragraph (f) above, neither the Counterparty nor the
Issuer have to make any regulatory or governmental filings or receive any regulatory or governmental approvals related to the Transaction.



 


Seller represents and warrants to, and covenants and agrees with Counterparty
as of the date on which it enters into the Transaction and each other date specified that (in the absence of any written agreement between
the parties that expressly imposes affirmative obligations to the contrary for the Transaction):


 


		(a)	Regulatory Filings. Seller is in compliance with all material regulatory filings relating to the Issuer and the Transaction.



 


		(b)	No Affiliation. Seller and each other person that is directly or indirectly through one or more intermediates controlling
or controlled by or under common control with the Seller is not to be considered and shall not become or be considered an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Counterparty at any time during the term of the Transaction.



 


Transactions by Seller in the Shares


 


		(a)	Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2 of the Certificate of
Incorporation in connection with the Business Combination with respect to Shares it acquires from holders of Shares other than the Issuer
or affiliates of the Issuer (each, a “Third Party Shareholder”) who have redeemed Shares or indicated an interest in
redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging Period”) beginning on the date of
execution of this Confirmation and ending at the earlier of (x) the time reversals of redemptions in connection with the Business Combination
are no longer permitted, (y) the date that a Delisting occurs, or (z) the date that a Potential Event of Default, Event of Default or
a Termination Event occurs with respect to Counterparty as the Defaulting Party or the Affected Party (the Shares so acquired, the “Subject
Shares”). For the avoidance of doubt, Seller may sell or otherwise transfer or dispose of any of the Subject Shares or any other
shares or securities of the Issuer in one or more public or private transactions at any time; provided that, if such sales of Subject
Shares are to be settled during the Hedging Period, such transferee also agrees to waive Redemption Rights with respect to such Subject
Shares; and provided further, that upon the settlement of any sale of Subject Shares after closing of Business Combination, “Optional
Early Termination” provisions above shall apply. Any Subject Shares sold by Seller during the term of the Transaction will cease
to be Subject Shares.



 


		(b)	Seller will give written notice to Counterparty of any sale of Subject Shares by Seller that settles during the Hedging Period within
one (1) Local Business Day following the date of such sale, such notice to include the date of the sale and the number of Subject Shares
sold.



 


No Arrangements


 


Seller and Counterparty each acknowledge and agree that: (i) there
are no voting, hedging or settlement arrangements between Seller and Counterparty with respect to any Shares or the Issuer, other than
those set forth herein; (ii) although Seller may hedge its risk under the Transaction in any way Seller determines, Seller has no obligation
to hedge with the purchase or maintenance of any Shares or otherwise; (iii) Counterparty will not be entitled to any voting rights in
respect of any of the Shares underlying the Transaction unless and until it acquires such Shares; and (iv) Counterparty will not seek
to influence Seller with respect to the voting of any Hedge Positions of Seller consisting of Shares unless and until it acquires such
Shares.


 






    Page 8


     


    

 


Wall Street Transparency and Accountability Act


 


In connection with Section 739 of the Wall Street Transparency and
Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation
under WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, nor any similar legal certainty provision in any legislation
enacted, or rule or regulation promulgated, on or after the date of this Confirmation, shall limit or otherwise impair either party’s
otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the ISDA Form, as applicable,
arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation,
the Equity Definitions incorporated herein, or the ISDA Form.


 


Address for Notices


 


Notice to Seller:


 


c/o the Investment Manager listed in Annex I


9 West 57th Street, New York NY 10019


Attention: Joseph D. Glatt


Telephone No.: 212-822-0456


Email: jglatt@apollo.com


 


With a mandatory copy to:


Attention: Ryan Simes


Email: rsimes@apollo.com


 


Attention: Michael Lotito


Email: mlotito@apollo.com


 


Notice to Counterparty:


 


Wejo Limited


ABC Building


21-23 Quay Street


Manchester M3 4AE


Attention: Mina Bhama


Email: mina.bhama@wejo.com


 


Account Details


 


Account details for Seller: To be advised.


 


Account details for Counterparty: To be advised.


 


Other Provisions.


 


		(a)	Rule 10b5-1.



 


		(i)	Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent
trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate
the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or
sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty
has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or
position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply with the
requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction
shall be interpreted to comply with the requirements of Rule 10b5-1(c).



 


		(ii)	Counterparty agrees that it will not seek to control or influence Seller’s decision to make any “purchases or sales”
(within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter
into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects
of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1.



 






    Page 9


     


    

 


		(iii)	Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected
in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting
the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall
be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification
or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware
of any material non-public information regarding Counterparty or the Shares.



 


		(b)	Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly
give Seller a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the
number of outstanding Shares as determined on such day is (i) less than the number of Shares outstanding that would result in the percentage
of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (in the case of the first
such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total
Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of
Shares included in the immediately preceding Repurchase Notice. Counterparty agrees to indemnify and hold harmless Seller and its affiliates
and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified
Person”) from and against any and all losses (including losses relating to Seller’s hedging activities as a consequence
of remaining or becoming a Section 16 “insider” following the closing of the Business Combination, including without limitation,
any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the
Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which
an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Seller with a Repurchase Notice on
the day and in the manner specified in this paragraph, and to reimburse, within thirty (30) days, upon written request, each of such Indemnified
Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other
evidence in connection with or defending any of the foregoing; provided, however, for the avoidance of doubt, Counterparty has no indemnification
or other obligations with respect to Seller becoming a Section 16 “insider” prior to the closing of the Business Combination.
If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted
against the Indemnified Person as a result of Counterparty’s failure to provide Seller with a Repurchase Notice in accordance with
this paragraph, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified
Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty
may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Counterparty shall not
be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and
against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of
which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject
matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph
is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein,
then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable
by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are
not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.
The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of
the termination of the Transaction.



 






    Page 10


     


    

 


		(c)	Transfer or Assignment. The rights and duties under this Confirmation may not be transferred or assigned by any party
hereto without the prior written consent of the other party, such consent not to be unreasonably withheld; provided that Counterparty’s
consent shall not be required for any transfer by Seller, in whole or in part, to an affiliate or successor of Seller. If at any time
following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds
the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), an “Excess Ownership Position”),
Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction to
a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess
Ownership Position exists, then Seller may designate any Exchange Business Day as an Early Termination Date with respect to a portion
of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position
exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the
Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect
of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated
Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller,
(A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section
13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning
of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16
of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the
number of Shares outstanding.



 


The “Share Amount” as of any day is the
number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated)
of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation,
regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable
Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant
definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion.


 


The “Applicable Share Limit” means a
number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements
(including obtaining prior approval from any person or entity) of a Seller Person, or could result in an adverse effect on a Seller Person,
under any Applicable Restriction, as determined by Seller in its sole discretion, minus (B) 0.1% of the number of Shares outstanding.


 


		(d)	Indemnification. Counterparty agrees to indemnify and hold harmless Seller, its affiliates and its assignees and their
respective directors, officers, employees, agents and controlling persons (each such person being an “Indemnified Party”)
from and against any and all losses (but not including financial losses to an Indemnified Party relating to the economic terms of the
Transaction provided that Counterparty performs its obligations under this Confirmation in accordance with its terms), claims, damages
and liabilities (or actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out
of, in connection with, or relating to, any breach of any covenant or representation made by Counterparty in this Confirmation or the
ISDA Form; provided, however, Counterparty has no indemnification obligations with respect to any loss, claim, damage, liability or expense
related to the manner in which Seller sells the Subject Shares or any other Shares owned by Seller. Counterparty will not be liable under
the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment
by a court of competent jurisdiction to have resulted from Seller’s material breach of any covenant, representation or other obligation
in this Confirmation or the ISDA Form or from Seller’s willful misconduct, gross negligence or bad faith in performing the services
that are subject of the Transaction. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient
to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid
or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition (and in addition to any other reimbursement
of legal fees and expenses contemplated by this Confirmation), Counterparty will reimburse any Indemnified Party for all expenses (including
reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement
of any pending or threatened claim or any action, suit or proceeding arising therefrom relating to such claims indemnifiable by Counterparty
hereunder, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated
or brought by or on behalf of Counterparty. Counterparty also agrees that no Indemnified Party shall have any liability to Counterparty
or any person asserting claims on behalf of or in right of Counterparty in connection with or as a result of any matter referred to in
this Confirmation except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from
such Indemnified Party’s breach of any covenant, representation or other obligation in this Confirmation or the ISDA Form or from
the gross negligence, willful misconduct or bad faith of the Indemnified Party. The provisions of this paragraph shall survive the completion
of the Transaction contemplated by this Confirmation and any assignment and/or delegation of the Transaction made pursuant to the ISDA
Form or this Confirmation shall inure to the benefit of any permitted assignee of Seller.



 






    Page 11


     


    

 


		(e)	Amendments to Equity Definitions.



 


		(i)	Section 11.2(a) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with
the word “an” and adding the phrase “or such Transaction” at the end thereof;



 


		(ii)	The first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows:
‘(c) If “Calculation Agent Adjustment” is specified as the Method of Adjustment in the related Confirmation of a Share
Option Transaction or Share Forward Transaction, then, following the announcement or occurrence of any Potential Adjustment Event, the
Calculation Agent will determine whether such Potential Adjustment Event has an economic effect on the Transaction and, if so, will (i)
make appropriate adjustment(s), if any, to any one or more of:’ and the portion of such sentence immediately preceding clause (ii)
thereof is hereby amended by deleting the words “diluting or concentrative”; and



 


		(iii)	Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative”
with the word “an” and (ii) adding the phrase “or the relevant Transaction” at the end thereof; and



 


		(iv)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof the word “or”
after the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof
and inserting the following words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through
(9) of the ISDA Form with respect to that Issuer.”



 


		(v)	Section 12.9(b)(i) of the Equity Definitions is hereby amended by (i) replacing “either party may elect” with “Seller
may elect” and (ii) replacing “notice to the other party” with “notice to Counterparty” in the first sentence
of such section.



 


		(f)	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to
a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative,
agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit,
action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter
into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.



 


		(g)	Tax Disclosure. Effective from the date of commencement of discussions concerning the Transaction, each party and each
of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment
and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such
party relating to such tax treatment and tax structure.



 


		(h)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be (a) a “securities
contract” as defined in the Bankruptcy Code, in which case each payment and delivery made pursuant to the Transaction is a “termination
value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy
Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code, and (b) a “swap agreement”
as defined in the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination
value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy
Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other transfer
of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and the parties hereto to be entitled to the protections
afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s
right to liquidate, terminate and accelerate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default
under the ISDA Form with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code,
and (iii) each payment and delivery of cash, securities or other property hereunder to otherwise constitute a “margin payment”
or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.



 


		(i)	Process Agent. For the purposes of Section 13(c) of the ISDA Form:



 


Seller appoints as its Process Agent: None


 


Counterparty appoints as its Process Agent: None.


 


[Signature page follows]








 






    Page 12


     


    

 


Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing a copy of this Confirmation and returning it to us at your earliest convenience.


 


Very truly yours,


 


Apollo A-N Credit Management, LLC as advisor
on behalf of each Seller listed on Annex I for which it is identified as the Investment Manager 


 


	By:	/s/ Joseph D. Glatt	 
	 	Name: Joseph D. Glatt	 
	 	Title: Vice President	 


 


Apollo Atlas Management, LLC as advisor on behalf of each Seller
listed on Annex I for which it is identified as the Investment Manager 


 





	By:	/s/ Joseph D. Glatt	 
	 	Name: Joseph D. Glatt	 
	 	Title: Vice President	 


 


Apollo ST Fund Management LLC as advisor on behalf of each Seller
listed on Annex I for which it is identified as the Investment Manager 


 





	By:	/s/ Joseph D. Glatt	 
	 	Name: Joseph D. Glatt	 
	 	Title: Vice President	 


 


Apollo PPF Credit Strategies Management, LLC as advisor on behalf
of each Seller listed on Annex I for which it is identified as the Investment Manager


 





	By:	/s/ Joseph D. Glatt	 
	 	Name: Joseph D. Glatt	 
	 	Title: Vice President	 


 


Apollo SPAC Management I, L.P., as advisor on behalf of each Seller
listed on Annex I for which it is identified as the Investment Manager


 





	By:	/s/ Joseph D. Glatt	 
	 	Name: Joseph D. Glatt	 
	 	Title: Authorized Signatory	 


 


Agreed and accepted by:


 


WEJO LIMITED



 





	By:	/s/ John Maxwell
	 
	 	Name: John Maxwell	 
	 	Title: Chief Financial Officer	 








 






    Page 13


     


    

 


SCHEDULE A


 


FORM OF PRICING DATE NOTICE


 


		Date:	[      ], 2021



 


		To:	Wejo Limited (“Counterparty”)



 


		Address:	ABC Building, 21-23 Quay Street, Manchester M3 4AE



 


		Phone:	+44 8002 343065



 


		From:	[Apollo A-N Credit Fund (Delaware), L.P./ Apollo Atlas Master Fund, LLC/ Apollo Credit Strategies Master Fund Ltd./ Apollo PPF Credit
Strategies, LLC/ Apollo SPAC Fund I, L.P] (“Seller”)



 


		Re:	OTC Equity Prepaid Forward Transaction



 


1.This Pricing Date Notice
supplements, forms part of, and is subject to the Confirmation Re: OTC Equity Prepaid Forward Transaction dated as of November 10, 2021
(the “Confirmation”) between Counterparty and Seller, as amended and supplemented from time to time. All provisions
contained in the Confirmation govern this Pricing Date Notice except as expressly modified below.


 


2.The
purpose of this Pricing Date Notice is to confirm certain terms and conditions of the Transaction entered into between Seller and Counterparty
pursuant to the Confirmation.


 


Pricing Date:         
, 2021


 


Number of Shares:[7,500,000] (the “Total Purchased Shares
Amount”)








 






    Page 14


     


    

 


ANNEX I


 


	
    

    SELLER
	INVESTMENT MANAGER
	Apollo A-N Credit Fund (Delaware), L.P.	Apollo A-N Credit Management, LLC
	Apollo Atlas Master Fund, LLC	Apollo Atlas Management, LLC
	Apollo Credit Strategies Master Fund Ltd.	Apollo ST Fund Management LLC
	Apollo PPF Credit Strategies, LLC	Apollo PPF Credit Strategies Management, LLC
	Apollo SPAC Fund I, L.P	Apollo SPAC Management I, L.P.


 


 


Page 15