Exhibit 4.1
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of October 18, 2023 by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
RECITALS
NOW, THEREFORE, the parties hereby agree as follows:
Signature Page to Amended and Restated Investors’ Rights Agreement
2
3
4
5
6
7
8
9
In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.
10
11
12
13
14
15
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12.
16
17
18
19
20
[Remainder of Page Intentionally Left Blank]
21
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
COMPANY:
URGENT.LY INC.
By: /s/ Timothy Huffmyer
Name: Timothy Huffmyer
Title: Chief Financial Officer
Address: 8609 Westwood Center Drive Suite 810
Vienna, Virginia 22182
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
BMW IVENTURES SCS, SICAV-RAIF
Duly represented by BMW iVentures, Inc.
Itself duly represented by Michael Hammer and Kasper Sage
By: /s/ Michael Hammer
Name: Michael Hammer
Title: Chief Financial Officer
By: /s/ Kasper Sage
Name: Kasper Sage
Title: Partner
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
EMERALD INDUSTRIAL INNOVATION FUND L.P.
By: EIIF Management L.P.
Its: General Partner
By: Emerald Partners III Ltd.
Its: General Partner
By: /s/ Karen Haith
Name: Karen Haith
Title: Director
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
ENTERPRISE HOLDINGS VENTURES, L.L.C.
By: /s/ Robert Wetzel
Name: Robert Wetzel
Title: Vice President
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
IRON GATE URGENTLY LLC
By: /s/ Ryan Pollock
Name: Ryan Pollock
Title: Managing Director
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
PORSCHE INVESTMENTS MANAGEMENT S.A.
By: /s/ Dr. Ulrich Thiem
Name: Dr. Ulrich Thiem
Title: Managing Director
Ulrich.thiem@porsche.de
By: /s/ Gregor Koerdt
Name: Gregor Koerdt
Title: Managing Director
gregor.koerdt@porsche-im.lu
Signature Page to Amended and Restated Investors’ Rights Agreement