AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PIVOTAL INVESTMENT CORPORATION II, PIC II MERGER SUB CORP. and XL HYBRIDS, INC. DATED AS OF SEPTEMBER 17, 2020Agreement and Plan of Reorganization • September 18th, 2020 • Pivotal Investment Corp II • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of September 17, 2020, by and among Pivotal Investment Corporation II, a Delaware corporation (“Parent”), PIC II Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and XL Hybrids, Inc., a Delaware corporation (“Company”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Sub and the Company shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 8.2.
FORM OF SUPPORT AGREEMENTJoinder Agreement • September 18th, 2020 • Pivotal Investment Corp II • Blank checks • Delaware
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 18th, 2020 • Pivotal Investment Corp II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 17th day of September, 2020, by and among Pivotal Investment Corporation II., a Delaware corporation (the “Company”), and the entity named on the signature page hereto (“Subscriber”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).
