Exhibit
10.7

	
	WEIL:\97903375\1\80509.0005
AMENDMENT FIVE
TO
DATA SHARING AGREEMENT
This Amendment Five (“Amendment Five”) to the Data Sharing Agreement, dated December 21, 2018,
by and between General Motors Holdings LLC and its affiliates (“GM”) and wejo Limited (“Wejo”) (the
 “DSA”), as amended by Amendment One to the DSA, dated February 19, 2019 (“Amendment One”),
Amendment Two to the DSA, dated June 25, 2019 (“Amendment Two”), Amendment Three to the DSA,
dated November 18, 2019 (“Amendment Three”) and Amendment Four to the DSA, dated December 5,
2019 (“Amendment Four”) (collectively, the “Agreement”), is entered into by and between GM and Wejo
and is effective as of April ______, 2021 (the “Amendment Five Effective Date”).  Capitalized terms not
defined in this Amendment Five have the definitions provided in the Agreement.
In consideration of the mutual covenants and conditions, the receipt and sufficiency of which are hereby
acknowledged, GM and Wejo hereby agree to the following:
1. Section  25    (“Assignment”)  of  the  Agreement  is  deleted  in  its  entirety  and  replaced  with  the
following:
 “25. Assignment.  Other than as described in the following sentence, neither Party may assign its
rights or obligations under this Agreement, in whole or in part, to any third party without the other
Party’s prior written consent.  The rights of Wejo under this Agreement may be assigned without
the prior written consent of GM in the following two cases set forth in a. and b. below and subject
to the conditions set forth in c. to h. below:
a. the  assignment  is  being  made  by  way  of  security  granted  in  favour  of  Securis Investment
Partners  LLP in its  capacity  as  security  agent  (the  “Security  Agent”)  acting  on  behalf  of
Noteholders (as defined in the Loan Note Instrument (as defined below)) who hold Notes (as
defined  in  the  Loan  Note  Instrument)  issued  (or  to  be  issued)  by Wejo,  which  Notes  are
governed by that certain Loan Note Instrument constituting up to
(the “Loan Note Instrument”) made by Wejo and dated on or around
the date of this Amendment Five, as security for the obligations of Wejo under such Notes.  The
terms  of  the  security  assignment  are  as  set  forth  in that  certain Security Agreement  (the
 “Security Agreement”) between Wejo Limited and the Security Agent, dated on or around the
date of this Amendment;
b. pursuant to the exercise of a power of sale (or similar remedy under which the Security Agent
has the right to procure the sale of secured assets to raise funds to pay Noteholders amounts
then due under the Loan Note Instrument) contained in the Security Agreement arising as a
result of an event of default under the Loan Note Instrument, the Security Agent effects an
assignment to a third party buyer of the GM Related Business of Wejo, where such third party
buyer will take over and continue the operations of the GM Related Business of Wejo as a
going  concern  following  such  assignment  (any  such  third  party  buyer  meeting  these
requirements being a “Permitted Assignee”.  In this clause, “GM Related Business” means
the part of the business of Wejo relating to the processing and monetisation of the Data and
Derived Data Insights which are the subject of this Agreement.);
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WEIL:\97903375\1\80509.0005
c. the relevant Permitted Assignee provides to GM a direct, legally enforceable undertaking (in
a  form  reasonably  satisfactory  to  GM)  to  perform  all  of  Wejo’s  obligations  under  this
Agreement following such assignment;
d. any such assignment is in respect of all (and not some or part only) of Wejo’s rights and benefit
under this Agreement;
e. relevant Permitted Assignee is not any of the following:
i. any insurer, re-insurer or other person or entity who may have a right of subrogation
(or any similar right) in relation to any claims, rights or benefits of Wejo, or any of its
respective  affiliates  (whether  in  relation  to  the  DSA  or  otherwise)  (collectively,  a
 “Carrier”), or
ii. any affiliate of, or other person or entity connected with, any Carrier (and, for the
purposes of this Section 25, the following persons or entities shall, without limitation,
be deemed to be connected with a person or entity: any manager, member, managing
member, general partner, director or executive officer of such person or entity);
f. save with GM’s prior written consent (which GM shall be entitled to grant or withhold entirely
at its own discretion), such relevant Permitted Assignee is not, and is not directly or indirectly
(and whether by ownership interest, contract or otherwise howsoever) owned or controlled by,
a GM Restricted Person and provided that, in the event that subsequent to any such assignment,
the relevant Permitted Assignee becomes, or becomes directly or indirectly (and whether by
ownership interest, contract or otherwise howsoever) owned or controlled by, a GM Restricted
Person, all rights and benefits assigned to such relevant Permitted Assignee shall (save with
GM’s prior written consent which GM shall be entitled to grant or withhold entirely as its own
discretion)) immediately cease and terminate and be of no further effect;
g. to the extent that there has been any amendment or variation in the scope or extent of the rights
and benefits granted to or enjoyed by, or the scope and extent of the services provided to, Wejo
under this Agreement since the date of this Amendment (being the date on or around which the
fifth Amendment to this Agreement became effective) (the “Amendment Five Effective Date”),
such assignment shall not extend to (and the relevant Permitted Assignee shall have no right
to exercise or enjoy) any rights and benefits arising as a result of any such amendment or
variation in the scope or extent of the rights and benefits granted to or enjoyed by, or the scope
and extent of the services provided to, Wejo under this Agreement since the Amendment Five
Effective Date; and
h. GM shall not suffer or incur, or be liable for, any obligation, expense, loss or liability (or any
increase in the amount of any existing obligation, expense, loss or liability) as a result of such
assignment which GM would not have suffered or incurred, or been liable for, had there been
no such assignment, and such assignment shall not amend or restrict any rights or benefits
granted to or enjoyed by GM pursuant to this Agreement, including (without limitation) any
right of termination.”
2. Except as expressly modified by this Amendment Five, the Agreement remains in full force and
effect.  This  Amendment Five,  together  with  the  Agreement,  constitute  the  entire  agreement
between GM and Wejo with respect to their subject matter and supersede all prior oral or written
representations and agreements.
 





	
	3. This Amendment Five may be executed electronically and in any number of counterparts, each of
which when executed shall be deemed to be an original but all of which taken together shall
constitute one and the same instrument.
4. This Amendment Five shall be governed by the laws of the State of Delaware, without regard for
the principles of conflicts oflaws. Each party irrevocably agrees that the US Federal Courts located
in Delaware shall have exclusive jurisdiction and venue to settle any dispute or claim arising out
of or in connection with this Agreement or its subject matter or formation (including non­
contractual disputes or claims).
5. Sections I 3( d) ("Confidentiality"), I 7 ("No Publicity"), I 8 ("Notices"), 20 ("Amendments"), 2 I
("Costs"), 27 (''Waiver") and 28 ("Remedies") of the Agreement shall apply to this Amendment,
mutatis mutandis .
.. IN WITNESS WHEREOF, GM and Wejo have caused this Amendment to be executed by their duly
authorized representatives, effective as of the Amendment Five Effective Date.
General Motors Holdings LLC
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Print name: A 'c..., l~b.c
Title: >"v f -IIY"eJ~ I' &lb~~
Date: "f-( I,-/,- \
Wejo Limited
By:----------------­
Print name: -----------
Title: --------------
Date: --------------





	
	3. This Amendment Five may be executed electronically and in any number of counterparts, each of
which  when  executed  shall  be  deemed  to  be  an  original  but  all  of  which  taken  together  shall
constitute one and the same instrument.
4. This Amendment Five shall be governed by the laws of the State of Delaware, without regard for
the principles of conflicts of laws.  Each party irrevocably agrees that the US Federal Courts located
in Delaware shall have exclusive jurisdiction and venue to settle any dispute or claim arising out
of  or  in  connection  with  this  Agreement  or  its subject  matter  or  formation  (including  non-
contractual disputes or claims).
5. Sections 13(d) (“Confidentiality”), 17 (“No Publicity”), 18 (“Notices”), 20 (“Amendments”), 21
(“Costs”), 27 (“Waiver”) and 28 (“Remedies”) of the Agreement shall apply to this Amendment,
mutatis mutandis.
IN  WITNESS  WHEREOF,  GM  and  Wejo  have  caused  this  Amendment  to  be  executed  by  their  duly
authorized representatives, effective as of the Amendment Five Effective Date.
General Motors Holdings LLC Wejo Limited
 By: _______________________________ By: _________________________________
 Print name: ________________________  Print name: __________________________
 Title: ______________________________ Title: ________________________________
 Date: ______________________________  Date: ________________________________
Richard Barlow
CEO
April 12th 2021