REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • April 7th, 2023 • Kensington Capital Acquisition Corp. V • Blank checks • 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 • Kensington Capital Acquisition Corp. V • Blank checks • 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.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 7th, 2023 • Kensington Capital Acquisition Corp. V • Blank checks
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.
