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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/01/21 Cazoo Group Ltd. 20-F 8/26/21 12:1.2M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report HTML 122K
2: EX-1.2 Amended and Restated Memorandum and Articles of HTML 222K
Association of Cazoo Group Ltd
3: EX-2.1 Specimen Class A Ordinary Share Certificate of HTML 16K
Cazoo Group Ltd
4: EX-2.2 Specimen Warrant Certificate of Cazoo Group Ltd HTML 22K
5: EX-2.4 Amendment to and Assignment of Warrant Agreement, HTML 18K
Dated as of August 23, 2021, by and Among Ajax I,
Capri Listco, Continental Stock Transfer & Trust
Company and Equiniti Trust Company
6: EX-4.6 Incentive Equity Plan HTML 117K
7: EX-4.7 Investor Rights Agreement, Dated August 26, 2021, HTML 164K
by and Among Capri Listco, Ajax I Holdings, LLC
and the Other Investors Party Thereto
8: EX-8.1 Subsidiaries of Cazoo Group Ltd HTML 10K
9: EX-15.1 Consent of Ernst & Young LLP, Independent Public HTML 7K
Accounting Firm of Cazoo Holdings Limited
10: EX-15.2 Consent of Marcum LLP, Independent Registered HTML 8K
Public Accounting Firm of Ajax I
11: EX-15.3 Letter of Marcum to the SEC, Dated September 1, HTML 7K
2021
12: EX-15.4 Unaudited Pro Forma Combined Financial Statements HTML 105K
of Cazoo Group Ltd
Exhibit 2.1
| NUMBER | SHARES |
| CUSIP G2007L 105 | |
| SEE REVERSE FOR CERTAIN DEFINITIONS |
CAZOO
GROUP LTD
INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
CLASS A ORDINARY SHARES
This Certifies that _______________________________________________________________
is the owner of __________________________________________________________
FULLY
PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES
OF THE PAR VALUE OF U.S. $0.0001 EACH OF CAZOO GROUP LTD
(THE “COMPANY”)
transferable on the register of members of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company. Witness the facsimile signatures of its duly authorized officers.
| [TITLE] | [TITLE] |
C:
CAZOO GROUP LTD
The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the amended and restated memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM | — as tenants in common | UNIF GIFT MIN ACT — |
_______ Custodian |
| TEN ENT | — as tenants by the entireties |
_______ | |
| JT TEN | — as joint tenants with right of survivorship and not as tenants in common |
(Cust) |
Additional abbreviations may also be used though not in the above list.
For value received, __________________ hereby sells, assigns and transfers unto
| (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S)) |
| (PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S)) |
| Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint |
Attorney to transfer the said shares on the register of members of the within named Company with full power of substitution in the premises.
Dated:
|
C: 2
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
| By |
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
3
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/21/21 Cazoo Group Ltd. F-4/A 6/17/21 9:17M EdgarAgents LLC/FA 5/14/21 Cazoo Group Ltd. F-4 16:16M EdgarAgents LLC/FA 3/29/21 Ajax I 8-K:1,3,7,9 3/29/21 10:13M EdgarAgents LLC/FA 10/30/20 Ajax I 8-K:8,9 10/30/20 17:1.9M EdgarAgents LLC/FA 10/16/20 Ajax I S-1/A 19:1.6M EdgarAgents LLC/FA |