INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2019 • CIIG Merger Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between CIIG Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2019 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
CIIG Merger Corp.Securities Subscription Agreement • October 24th, 2019 • CIIG Merger Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 19, 2019 by and between CIIG Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), and CIIG Merger Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • December 4th, 2019 • CIIG Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December [__], 2019, by and between CIIG Merger Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2019 • CIIG Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2019, is made and entered into by and among CIIG Merger Corp., a Delaware corporation (the “Company”), CIIG Management LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
CIIG Merger Corp. 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen:Underwriting Agreement • December 17th, 2019 • CIIG Merger Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among CIIG Merger Corp., a Delaware corporation (the “Company”) and UBS Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offerin
WARRANT AGREEMENT between CIIG MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 4th, 2019 • CIIG Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December [__], 2019, is by and between CIIG Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
22,500,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2019 • CIIG Merger Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 17th, 2019 • CIIG Merger Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 12, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between CIIG Merger Corp., a Delaware corporation (the “Company”), and CIIG Management LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 4th, 2019 • CIIG Merger Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of [_______ __], 2019 between CIIG Merger Corp., a Delaware corporation (the “Company”), CIIG Management LLC, a Delaware limited liability company (the “Sponsor”) and [BlackRock Entity] (the “Purchaser”).
Contribution and Exchange AgreementContribution and Exchange Agreement • November 18th, 2020 • CIIG Merger Corp. • Blank checks • Luxembourg
Amended and Restated Shareholders’ Agreement of the Company, dated as of October 12, 2020, as may be further amended and restated from time to time (the “SHA”) pursuant to which, inter alia, the Contributor and the Company: (i) acknowledge the Preferred Shares Exchange and (ii) all the shareholders of the Company currently holding preferred A convertible preference shares are deemed to remain a Preferred A Shareholders (as defined under the SHA) for purposes of their rights and obligations under the SHA. It is further contemplated that the Issuer adhere to the SHA upon completion of the Preferred Shares Exchange.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 18th, 2020 • CIIG Merger Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 18, 2020 by and among CIIG Merger Corp., a Delaware corporation (the “Company”), Arrival S.à r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 1, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B200789 (“Target”), Arrival Group, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 1, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B248209 (“Holdco”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • November 18th, 2020 • CIIG Merger Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT, dated as of November 18, 2020 (this “Agreement”), is by and among (a) Arrival S.à r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 1, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B200789 (the “Company”), (b) Arrival Group, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 1, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B248209 (“Holdco”), (c) CIIG Management LLC, a Delaware limited liability company (“Sponsor”), (d) CIIG Merger Corp., a Delaware corporation (“SPAC”), and (e) the undersigned invest
CIIG Merger Corp.Administrative Support Agreement • December 4th, 2019 • CIIG Merger Corp. • Blank checks • New York
This letter agreement by and between CIIG Merger Corp. (the “Company”) and CIIG Management LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
WARRANT AGREEMENT between CIIG MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 17th, 2019 • CIIG Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 12, 2019, is by and between CIIG Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
BUSINESS COMBINATION AGREEMENT by and among CIIG MERGER CORP., ARRIVAL S.À R.L., ARRIVAL GROUP and ARSNL MERGER SUB INC. Dated as of November 18, 2020Business Combination Agreement • November 18th, 2020 • CIIG Merger Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT is made and entered into as of November 18, 2020 (this “Agreement”), by and among CIIG Merger Corp., a Delaware corporation (“SPAC”), Arrival S.à r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 1, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B200789 (the “Company”), Arrival Group, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 1, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B248209 (“Holdco”), and ARSNL Merger Sub Inc., a Delaware corporation (“Merger Sub”). Each of SPAC, the Company, Holdco a
Contribution and Exchange AgreementContribution and Exchange Agreement • November 18th, 2020 • CIIG Merger Corp. • Blank checks • Luxembourg
2020, as may be further amended and restated from time to time (the “SHA”) pursuant to which, inter alia, the Contributor and the Company: (i) acknowledge the Preferred Shares Exchange and (ii) the Contributor is deemed to remain as a Preferred A Shareholder (as defined under the SHA) for purposes of its rights and obligations under the SHA. It is further contemplated that the Issuer adhere to the SHA upon completion of the Preferred Shares Exchange.
CIIG Merger Corp.Administrative Support Agreement • December 17th, 2019 • CIIG Merger Corp. • Blank checks • New York
This letter agreement by and between CIIG Merger Corp. (the “Company”) and CIIG Management LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
