AGREEMENT AND PLAN OF MERGER dated as of January 11, 2021 by and among ArcLight Clean Transition Corp., Phoenix Merger Sub, Inc., and PROTERRA INCMerger Agreement • January 12th, 2021 • ArcLight Clean Transition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 11, 2021, is entered into by and among ArcLight Clean Transition Corp., a Cayman Islands exempted company (“Acquiror”), Phoenix Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Proterra Inc, a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 12th, 2021 • ArcLight Clean Transition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 11, 2021, is made by and among ArcLight Clean Transition Corp., a Cayman Islands exempted company (“ACTC”), and Proterra Inc, a Delaware corporation (the “Company”), ArcLight CTC Holdings, L.P., a Delaware limited partnership (the “Sponsor”), and the undersigned holders of Class B ordinary shares of ACTC (such shares, “ACTC Class B Shares” and the holders thereof, including the Sponsor, collectively, the “Class B Holders”). ACTC, the Company and the Class B Holders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
