Exhibit 4.13
WARRANT ASSUMPTION AGREEMENT
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [____], 2023, by and among Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), Urgent.ly Inc., a Delaware corporation (“Urgently”), and American Stock Transfer & Trust Company, a New York limited liability company (the “Warrant Agent”).
WHEREAS, Otonomo, Software Acquisition Group Inc. II, a Delaware corporation (“SWAG II”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), and the Warrant Agent are parties to that certain Amended & Restated Warrant Agreement, dated as of August 13, 2021 (the “Warrant Agreement”), pursuant to which (1) Continental resigned from its duties as the warrant agent as of the date thereof and the Warrant Agent agreed to serve as its successor and (2) SWAG II assigned to Otonomo all of SWAG II’s right, title and interest in and to the Existing Warrant Agreement (as defined in the Warrant Agreement) and the 13,825,000 warrants issued by SWAG II as part of its initial public offering, including (i) 8,625,000 warrants sold by SWAG II to the public and (ii) 5,200,000 warrants sold by SWAG II in a private placement to Software Acquisition Holdings II LLC, a Delaware limited liability company, in each case, with the terms and conditions set forth in the Warrant Agreement and (3) Otonomo assumed, agreed to pay, perform, satisfy and discharge in full, all of SWAG II’s liabilities and obligations under the Existing Warrant Agreement and the Warrants (as defined below);
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below));
WHEREAS, Otonomo, Urgently and U.O Odyssey Merger Sub Ltd., a company organized under the laws of the State of Israel and a direct wholly owned subsidiary of Urgently (“Merger Sub”), are parties to that certain Agreement and Plan of Merger, dated as of February 9, 2023 (as it may be amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Otonomo, with Otonomo surviving the merger as a direct wholly owned subsidiary of Urgently (the “Merger”);
WHEREAS, pursuant to the terms and conditions of each of the Warrant Agreement and the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of any party or any other person, including any holder of Otonomo Warrants, each Otonomo Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be assumed by Urgently and, by its terms, automatically convert into a warrant to acquire shares of common stock, par value $0.001 per share, of Urgently (“Common Stock”) (each, an “Assumed Company Warrant”). The number of shares of Common Stock subject to each such Assumed Company Warrant shall be equal to the product (rounded to the nearest whole number, with .5 being rounded up) of (x) the number of Otonomo Shares subject to such Otonomo Warrant immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, and the exercise price per share of Common Stock shall be equal to the quotient of (1) the exercise price per Otonomo Share immediately prior to the Effective Time divided by (2) the Exchange Ratio, which quotient shall be rounded to the nearest whole cent (with .05 being rounded up). The Assumed Company Warrants will have the same terms and be subject to the same conditions (including vesting terms) as set forth in the Warrant Agreement (other than that any reference to Otonomo or the “Company” therein should be construed as a reference to Urgently) and in the Merger Agreement; and
WHEREAS, references herein to “Warrants” shall refer to the Otonomo Warrants prior to the Effective Time and to the Assumed Company Warrants following the Effective Time.
