This Agreement is made on 29 October 2020 Between:

Exhibit 10.11

This Agreement is made on 29 October 2020

Between:

Whereas:

It is agreed as follows:

“Commercial Agreement” means the Vehicle Sales Agreement between the Company and United Parcel Service Inc., an Ohio corporation, effective as of 8 October 2020 for the purchase of certain electric vehicles designed and manufactured by the Company;

“Letter of Intent” means the letter of intent between the Company and SPAC HoldCo dated 9 September 2020;

“SPAC Completion” completion of the SPAC Transaction;

“SPAC HoldCo” means the ultimate holding company of the Arrival group of companies upon SPAC Completion;

“SPAC Transaction” means the business combination transaction contemplated by the Letter of Intent involving the Company and SPAC HoldCo; and

“Subscription Agreement” means the subscription agreement dated 6 December 2019 between the Company, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and, together, Hyundai Motor Company and Kia Motors Corporation, as amended on 30 December 2019.

This Agreement shall terminate if SPAC Completion has not occurred by 31 December 2021, unless otherwise agreed by the Parties.

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provided that prior to disclosure or use of any information pursuant to Clause 4.4.1, 4.4.2, 4.4.3 or 4.4.4, the party concerned shall promptly notify the other party of such requirement with a view to providing the other party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.

This Agreement is personal to the Parties to it. Accordingly, neither the Company nor UPS may, without the prior written consent of the other, assign, hold on trust or otherwise transfer the benefit of all or any of the other’s obligations under this Agreement, or any benefit arising under or out of this Agreement; provided that UPS may assign, hold on trust or otherwise transfer the benefit of all or any of its obligations under this Agreement, or any benefit arising under or out of this Agreement, to an affiliate of UPS without the prior written consent of the Company.

Each of the Parties shall bear the costs incurred by it in connection with this Agreement.

Each of the Parties to this Agreement agrees to perform (or procure the performance of) all further acts and things and execute and deliver (or procure the execution and delivery of) such further documents as may be required by law or as any party may reasonably require to give full effect to this Agreement and to give any party the full benefit of this Agreement.

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No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties.

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected.

A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of, or enjoy any benefit under, this Agreement.

This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by with the laws of England and Wales and each of the Parties to this Agreement hereby submits to the exclusive jurisdiction of the courts of England and Wales.

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This Agreement is signed by duly authorised representatives of the parties:

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Schedule

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

[COMPANY NAME]

WARRANT TO PURCHASE ORDINARY SHARES

THIS CERTIFIES THAT, for value received, UNITED PARCEL SERVICES GENERAL SERVICES CO. or its Permitted Affiliates (“Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from [•]¹ (the “Company”), a number of Ordinary Shares as permitted by the terms of this Warrant to Purchase Ordinary Shares (this “Warrant”).

This Warrant is being issued to Holder pursuant to the terms of an agreement, dated as of [•]² and made between the Company and the Holder.

Subject to the terms and conditions set forth herein, including a Change of Control (as defined below), this Warrant shall be exercisable during the period (the “Exercise Period”) commencing on the first date on which Holder exercises its Purchase Option (as defined in the Purchase Agreement (as defined below)) to purchase one or more electric vehicles pursuant to the terms of the Purchase Agreement and ending on the earlier to occur of the following: (a) 5:00 p.m., Atlanta, Georgia time, on the later of (i) the tenth (10^th) anniversary of the issue date of this Warrant and (ii) December 31, 2031.

As used herein, the following terms shall have the following respective meanings:

“Change of Control” means (i) any consolidation, merger, reorganization, or similar transaction involving the Company or its subsidiaries in which the Company or its subsidiary, as applicable, is not the surviving entity or pursuant to which the Company’s equity holders immediately prior to such transaction own, immediately after such transaction, less than fifty percent (50%) of the voting securities of the surviving entity, (ii) any transaction or series of related transactions in which a person, or a group of related persons, acquires from equity holders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (other than any internal reorganizations), or (iii) the sale, lease, exclusive license, or other transfer, in any transaction or series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries.

“Current Market Per Share Price” means the average reported last sale price of the Ordinary Shares for the three (3) trading days immediately preceding the date that this Warrant is exercised by Holder from time to time.

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“Exercise Price” shall mean EUR 0.01 per share.

“Exercise Shares” shall mean the Ordinary Shares issued by the Company to Holder upon exercise of this Warrant.

“Maximum Number of Ordinary Shares” shall be computed using the following formula:

X = (0.03 * (A * B)) / C

Where:

“Notice of Exercise” means the notice in the form attached hereto issued by Holder to the Company setting out the number of Ordinary Shares to be issued by the Company to Holder in accordance with the terms of this Warrant.

“Ordinary Shares” means the ordinary shares of the Company [with nominal share capital of EUR 0.10]³.

“Permitted Affiliates” means any affiliate of Holder at such time(s) as Holder exercises this Warrant to whom issuance of the Exercise Shares would not constitute a violation of applicable law.

“Purchase Agreement” means the Vehicle Sales Agreement between the Company and United Parcel Service Inc., an Ohio corporation, effective as of 8 October 2020.

“Purchase Options” has the meaning given in the Purchase Agreement.

The rights represented by this Warrant may be exercised in part on each occasion that Holder (or an affiliate thereof) has paid in full for delivery of one or more electric vehicles pursuant to the Purchase Option under the Purchase Agreement (each a “Partial Exercise Event”), for the number of Ordinary Shares equal to (a) the quotient obtained by dividing the Maximum Number of Ordinary Shares by the Maximum Number of Vehicles, multiplied by (b) the number of electric vehicles for which Holder (or an affiliate thereof) has paid in full for delivery as set out in the applicable Notice of Exercise, provided that Holder may not, without the consent of the Company, issue a Notice of Exercise more than once in any three-month period during the Exercise Period. Any exercise pursuant to this Section 2.1 may, at Holder’s discretion, be net exercised or cash settled.

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The rights represented by this Warrant may be exercised in full for the Maximum Number of Ordinary Shares immediately prior to and effective upon the consummation of a Change of Control (an “Exercise Event”) at any time during the Exercise Period. Any exercise pursuant to this Section 2.2 may, at Holder’s discretion, be net exercised or cash settled.

Any exercise of the rights represented by this Warrant pursuant to Sections 2.1 or 2.2 shall be consummated by delivery by Holder of the following to the Company at [•] (or at such other address as it may designate by notice in writing to Holder):

Upon the exercise of the rights represented by this Warrant, the Company shall take all such action or procure that all such action is taken as is necessary in order to issue the Exercise Shares to Holder, and shall issue and deliver to Holder or, if Holder so designates, its Permitted Affiliate, a certificate or certificates for the Exercise Shares so purchased, registered in the name of Holder (or its Permitted Affiliate) and a certified true copy of the updated register of members of the Company evidencing Holder (or its Permitted Affiliate Transferee) as holder of the Exercise Shares, unless otherwise agreed upon in connection with the Exercise Event or Partial Exercise Event (as applicable).

The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become Holder of record of such shares on the date on which the register of members of the Company has been duly updated, irrespective of the date of delivery of such certificate or certificates.

On delivery by Holder of a properly endorsed Notice of Exercise, Holder shall, if it has elected to net exercise, receive that number of Ordinary Shares equal to the value (as determined below) of this Warrant, in which event the Company shall issue to Holder, a number of Ordinary Shares computed using the following formula:

Where:

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For purposes of the above calculation, in the event this Warrant is exercised in connection with a Change of Control, the Current Market Per Share Price of the Ordinary Shares shall be the value of the consideration to be received pursuant to such Change of Control for an Ordinary Share as set forth in the acquisition agreement.

On delivery by Holder of a properly endorsed Notice of Exercise, Holder shall, if it has elected to cash settle, make payment to the account specified in advance by the Company to Holder of an amount of cash in Euros equal to:

Y * B

Where:

The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will have authorized and reserved, free from preemptive or similar rights, a sufficient number of Ordinary Shares to provide for the exercise of the rights represented by this Warrant prior to an Exercise Event or Partial Exercise Event (as applicable). If the number of authorized but unissued Ordinary Shares shall not be sufficient to permit exercise of this Warrant in connection with an Exercise Event or Partial Exercise Event (as applicable), the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its share capital to allow for the issuance of such number of Ordinary Shares as shall be sufficient for such purposes.

In the event of (a) any taking by the Company of a record of holders of any class of securities for the purpose of determining holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters) or other distribution; (b) any reclassification of the capital stock of the Company, capital reorganization of the Company, consolidation or merger involving the Company or sale or conveyance of all or substantially all of its assets that does not constitute a Change of Control; or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to Holder, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such action is to be taken. In the event of an Exercise Event, the Company shall mail to Holder, at least thirty (30) business days prior to the date specified herein, a notice specifying the date on which the Exercise Event is expected to occur.

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This Warrant is issued and delivered by the Company and accepted by the Holder on the basis of the following representations, warranties and covenants made by the Company:

By accepting this Warrant, Holder represents and warrants that it: (i) is acquiring this Warrant for investment and not with a view to, or for sale in connection with, any distribution or public offering thereof within the meaning of the Securities Act, (ii) understands that this Warrant and the Warrant Shares subject to this Warrant have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(a)(2) thereof, and (iii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act. Holder acknowledges that it is not relying upon any representation or warranty of the Company or any other person, either express or implied, that is not expressly set forth in writing in the Transaction Documents. Each party further acknowledges that it has had an opportunity to consult with its own counsel, financial and tax advisers and other professional advisers as it believes is sufficient for purposes of the transactions contemplated by the Transaction Documents. For purposes of this Warrant, the term “Transaction Documents” refers collectively to this Warrant, the Purchase Agreement and any other agreement entered into by and among the parties and/or their respective subsidiaries on the date hereof in connection with the transactions contemplated hereby or thereby, in each case, as amended, modified or supplemented from time to time in accordance with their respective terms.

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In the event of changes in the outstanding share capital of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as Holder would have owned had the Warrant been exercised prior to the event and had Holder continued to hold such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant. In the event any such adjustment is made, as herein provided, the Company shall promptly deliver to Holder a certificate from an officer of the Company setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise Share by such fraction.

This Warrant in and of itself shall not entitle Holder to any voting rights or other rights as a stockholder of the Company.

No failure or delay by either party in exercising any right, power or privilege shall operate as a waiver thereof, nor will a partial exercise of any right, power or privilege preclude any other or further exercise thereof. The terms of this Warrant and the obligations of the parties hereunder may only be amended, modified or waived by written agreement between the Company and Holder.

Subject to applicable laws, the restriction on transfer set forth on the first page of this Warrant and the execution by any transferee of an investment letter in form and substance satisfactory to the Company, this Warrant and all rights hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form of assignment attached hereto. The transferee shall sign an investment letter in form and substance satisfactory to the Company. Any assignment of this Warrant in violation of this Section 8.3 shall be void ab initio.

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If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with UPS Next Day Air^®, with written verification of receipt. All communications shall be sent to the Company at the address listed on the signature page and to Holder at the address on record with the Company or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other parties hereto.

Receipt of this Warrant by Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

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This Warrant may be executed in any number of counterparts, each of which will be deemed to be an original copy of this Warrant and all of which, when taken together, will be deemed to constitute one and the same agreement. This Warrant may be signed and delivered by electronic mail in “.pdf” form, or any other electronic transmission, and shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

[Remainder of page left intentionally blank]

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Draft Linklaters LLP/24/09/2020

In witness whereof, each of the parties has caused this Warrant to be executed as of the date first written above.

COMPANY:

[•]

HOLDER:

UNITED PARCEL SERVICES GENERAL SERVICES CO.

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Draft Linklaters LLP/24/09/2020

NOTICE OF EXERCISE – PARTIAL EXERCISE EVENT

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Draft Linklaters LLP/24/09/2020

NOTICE OF EXERCISE – EXERCISE EVENT

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Draft Linklaters LLP/24/09/2020

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information.

Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

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