ARRIVAL AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 23, 2021 3.50% Convertible Senior Notes due 2026Indenture • November 29th, 2021 • Arrival • Motor vehicles & passenger car bodies • New York
INDENTURE dated as of November 23, 2021 between ARRIVAL, 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 Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B 248209, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Arrival 25,000,000 Ordinary Shares Underwriting AgreementUnderwriting Agreement • November 17th, 2021 • Arrival • Motor vehicles & passenger car bodies • New York
Arrival (formerly Arrival Group), a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 1, rue Peternelchen L-2370 Howald, Grand Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies (Registre de Commerce et des Sociétés de Luxembourg) under number B 248209 (the “Company”) proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 25,000,000 ordinary shares of the Company (each, an “Ordinary Share”) and, at the election of the
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2023 is by and between Westwood Capital Group LLC, a Delaware limited liability company (the “Investor”), and Arrival, a joint stock company...Registration Rights Agreement • March 13th, 2023 • Arrival • Motor vehicles & passenger car bodies
ARRIVAL $300,000,000 OF SHARES ORDINARY SHARES (Accounting par value per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 11th, 2022 • Arrival • Motor vehicles & passenger car bodies • New York
SHARE PURCHASE AGREEMENT Dated as of March 10, 2023 by and between ARRIVAL and WESTWOOD CAPITAL GROUP LLCShare Purchase Agreement • March 13th, 2023 • Arrival • Motor vehicles & passenger car bodies • New York
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • March 26th, 2021 • Arrival Group • Motor vehicles & passenger car bodies • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of March 24, 2021, is made and entered into by and among Arrival Group, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (the “Company”), and the undersigned parties listed on the signature page hereto (each such party, together with 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”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • April 7th, 2023 • Arrival • Motor vehicles & passenger car bodies • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of [ ], 20231 is among Arrival PubCo, a société anonyme for an unlimited period organized under the laws of the Grand Duchy of Luxembourg, having its registered office at [ ], Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number [ ] (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively together with their Permitted Transferees, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of April 6, 2023 (the “Business Combination Agreement”), between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (“Kcompany”), and Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 60A, rue des Bruyères, L-1274 Ho
BUSINESS COMBINATION AGREEMENT between Kensington Capital Acquisition Corp. V and Arrival Dated as of April 6, 2023Business Combination Agreement • April 7th, 2023 • Arrival • Motor vehicles & passenger car bodies • Delaware
This Business Combination Agreement dated as of April 6, 2023 (this “Agreement”) is between (i) Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (“Kcompany”), and (ii) Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 60A, rue des Bruyères, L-1274 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies (Registre de commerce et des sociétés, Luxembourg, the “RCS”) under number B248209 (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.01.
Dated 29th June 2020 EMPLOYMENT CONTRACT between ARRIVAL AUTOMOTIVE UK LIMITED And Tim HolbrowEmployment Contract • December 15th, 2020 • Arrival Group • England and Wales
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 7th, 2023 • Arrival • Motor vehicles & passenger car bodies
This Sponsor Support Agreement dated as of April 6, 2023 (this “Agreement”) is among Kensington Capital Sponsor V LLC, a Delaware limited liability company (“Sponsor”), Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (“Kcompany”), and Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 60A, rue des Bruyères, L-1274 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number B248209 (the “Company”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Business Combination Agreement, dated as of the date of this Agreement (the “BCA”), between Kcompany and the Company.
VEHICLE SALES AGREEMENTVehicle Sales Agreement • December 15th, 2020 • Arrival Group • England
This Vehicle Sales Agreement (“Agreement”), between United Parcel Service Inc., an Ohio corporation (“Customer”) and Arrival S.à r.l., a company limited by shares and incorporated under the laws of Luxembourg (“Supplier”), is effective as of 8 October 2020 (“Effective Date”). Each of Customer (as defined below) and Supplier are referred to individually as a “Party” and collectively as the “Parties.”
This Agreement is made on 29 October 2020 Between:Subscription Agreement • December 15th, 2020 • Arrival Group • New York
Confidential COLLABORATION FRAMEWORK AGREEMENTCollaboration Framework Agreement • December 15th, 2020 • Arrival Group • England and Wales
THIS COLLABORATION FRAMEWORK AGREEMENT (“COLLABORATION AGREEMENT”) SETS OUT THE TERMS OF THE PROPOSED COLLABORATION BETWEEN THE COMPANY AND HYUNDAI.
Execution Version SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT, dated as of February 21, 2023 (this “Agreement”), by and among Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its...Subscription Agreement • February 21st, 2023 • Arrival • Motor vehicles & passenger car bodies • New York
Arrival S.à r.l. (B200789) 1, Rue Peternelchen, L-2370 Howald, Grand Duchy of LuxembourgBca Side Letter • December 15th, 2020 • Arrival Group • England
This letter is entered into as a deed, (the “Letter”) in connection with the collaboration agreement dated 4 November 2019 (the “BCA”) between Hyundai Motor Company and Kia Motors Corporation. (“H/KMC”) and Arrival S.à r.l. (the “Company”). For the purposes of this Letter, the Company and H/KMC shall each be a “Party” and together the “Parties”.
RESTRICTED SHARE AGREEMENTRestricted Share Agreement • December 15th, 2020 • Arrival Group
LONG TERM AGREEMENTLong Term Agreement • January 21st, 2021 • Arrival Group • Motor vehicles & passenger car bodies
This Long-Term Agreement (this “LTA”) is made and entered into as of the 20th day of February 2020 by and between ARRIVAL Elements B.V., a company incorporated and registered in the Netherlands with company number 75360047 whose registered office is at Strawinskylaan 3127, Atrium Building, 8th floor, Zuidas Amsterdam 1077ZX, Netherlands (“ARRIVAL”); and LG Chem, Ltd. (“LG CHEM”) a company incorporated under the laws of the Republic of Korea (“Korea”) with company number 107-81-98139 and having its registered address at 128 Yeouidae-ro, Yeongdeungpo-gu, Seoul, 07336, Korea. ARRIVAL and LG CHEM are hereinafter referred to collectively as “parties” or severally as “party”.
EMPLOYMENT CONTRACTEmployment Contract • December 15th, 2020 • Arrival Group • England and Wales
Execution Version EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT, dated as of February 21, 2023 (this “Agreement”), by and among Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered...Exchange Agreement • February 21st, 2023 • Arrival • Motor vehicles & passenger car bodies • New York
First Supplement to the Long Term AgreementFirst Supplement to the Long Term Agreement • January 21st, 2021 • Arrival Group • Motor vehicles & passenger car bodies
THIS FIRST SUPPLEMENT TO THE LONG TERM AGREEMENT (this “First Supplement”) is entered into as of this 20th day of October, 2020 by and between LG Chem, Ltd. (“LGC”) and ARRIVAL Elements B.V. (“Arrival”). LGC and Arrival are referred to collectively as the “Parties”.
DATED FEBRUARY 20, 2020 ARRIVAL ELEMENTS B.V. and LG CHEM, LTD. PRODUCT MANUFACTURE AND SUPPLY AGREEMENTProduct Manufacture and Supply Agreement • January 21st, 2021 • Arrival Group • Motor vehicles & passenger car bodies • London
PREPAYMENT AGREEMENTPrepayment Agreement • February 16th, 2021 • Arrival Group • Motor vehicles & passenger car bodies
THIS PREPAYMENT AGREEMENT (this “Agreement”) is entered into as of the 1 February, 2021 (the “Effective Date”) by and between Arrival Elements B.V. (the “Customer”) and LG Energy Solution, Ltd. (the “Supplier”). Customer and Supplier may be referred to herein individually as a “Party” and collectively as the “Parties.”
NOMINATION AGREEMENTNomination Agreement • March 26th, 2021 • Arrival Group • Motor vehicles & passenger car bodies • Luxembourg
This NOMINATION AGREEMENT, dated as of March 24, 2021 (this “Agreement”), is entered into by and among Arrival Group, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, with registered office at 1, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number B248209 (the “Company”), and Kinetik S.à r.l. a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, with registered office at 1, rue Peternelchen, L-2370 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number B191311 (the “Shareholder”).
FIXED-SUM LOAN AGREEMENT FOR PURCHASE OF SHARES Interest free- 12-month loanFixed-Sum Loan Agreement • December 15th, 2020 • Arrival Group • England and Wales
DATED 3rd January 2019 EMPLOYMENT CONTRACT between ARRIVAL LTD And Avinash RugooburEmployment Contract • December 15th, 2020 • Arrival Group • England and Wales
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Agreement • March 26th, 2021 • Arrival Group • Motor vehicles & passenger car bodies • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of March 24, 2021, by and among CIIG Merger Corp., a Delaware corporation (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 Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FIXED-SUM LOAN AGREEMENT FOR PURCHASE OF SHARES Interest bearing- 10-years loanFixed-Sum Loan Agreement • December 15th, 2020 • Arrival Group • New York
