Contribution and Exchange AgreementExchange 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.
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
