EX-99.2 7 ea133141ex99-2_arclight.htm INVESTOR PRESENTATION

Exhibit 99.2

 

Revolutionizing Commercial Vehicle Electrification January 2021

 

 

Disclaimer This presentation (together with oral statements made in connection herewith, the “ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “ Business Combination ”) between ArcLight Clean Transition Corp. (“ ArcLight ”) and Proterra Inc. (“ Proterra ” or the “ Company ”). By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally during this Presentation is confidential, that you will not distribute, reproduce, disclose or use such information for any purpose other than for the purpose of your firm’s participation in the potential financing, that you will not distribute, reproduce, disclosure or use such information in any way detrimental to Proterra or Arclight, and that you will return to Arclight and Proterra, delete or destroy this Presentation upon request. Further, by accepting this Presentation, the recipient agrees to maintain all such information in strict confidence, including in strict accordance with any other contractual obligations applicable to the recipient and all applicable laws. You are also being advised that the United States securities laws restrict persons with material non - public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. The information contained herein does not purport to be all - inclusive and none of ArcLight, the Company or Morgan Stanley & Co. LLC, Barclays Capital, Inc., and BofA Securities, Inc. (the “ Placement Agents ”) nor any of their respective subsidiaries, stockholders, shareholders, affiliates, representatives, control persons, partners, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The recipient shall not rely upon any statement, representation or warranty made by any other person, firm or corporation (including, without limitation, the Placement Agents or any of their respective affiliates or control persons, officers, directors and employees) in making its investment or decision to invest in the Company. To the fullest extent permitted by law, in no circumstances will ArcLight, the Company, or any of their respective subsidiaries, stockholders, shareholders, affiliates, representatives, control persons, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of the Company, the potential financing or the Business Combination. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Use of Data Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Company’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions; neither the Company, ArcLight, the Placement Agents nor their representatives or affiliates assumes any responsibility for updating this Presentation based on facts learned following its use. Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source and none of ArcLight, the Company or the Placement Agents, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives make any representation or warranty with respect to the accuracy of such information. Forward - Looking Statements Certain statements in this Presentation may be considered forward - looking statements. Forward - looking statements generally relate to future events or ArcLight’s or the Company’s future financial or other performance metrics. For example (and without limitation), statements concerning the following include forward - looking statements: summary financial forecast; projections of operating performance, revenues, gross margin, expenses, capital expenditures, total cost of goods sold, gross (loss) profit; estimates and projections regarding future manufacturing capacity; projections and estimates of market opportunity and market share; future profitability; the Company’s business plan; market acceptance of the Company’s offerings, the Company’s ability to further attract, retain, and expand its customer base; the Company’s ability to timely and effectively scale its production and manufacturing processes; the Company’s ability to develop new products and services and bring them to market in a timely manner; the Company’s expectations concerning relationships with strategic partners, suppliers, and other third parties; the Company’s ability to maintain, protect, and enhance its intellectual property; future acquisitions, ventures or investments in companies or products, services, or technologies; the Company’s ability to attract and retain qualified employees; continuation of favorable regulations and government incentives affecting the markets in which the Company operates; the proceeds of the Business Combination and the Company’s expected cash runway; and the potential effects of the Business Combination on Arclight and the Company. In some cases, you can identify forward - looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by ArcLight and its management, and the Company and its management, as the case may be, are inherently uncertain and subject to material change. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in ArcLight’s final prospectus relating to its initial public offering, dated September 22, 2020, and other filings with the Securities and Exchange Commission (SEC), as well as factors associated with companies, such as the Company, that are engaged in commercial electric vehicle technology, including anticipated trends, growth rates, and challenges in those businesses and in the markets in which they operate; macroeconomic conditions related to the global COVID - 19 pandemic; trends with respect to government funding for public transit; the willingness of corporate and other public transportation providers to adopt and fund the purchase of electric vehicles for mass transit; expected adoption of electrification technologies for commercial vehicles; the size and growth of the market for alternative energy vehicles in general and medium - and heavy - duty electric vehicles, including transit buses and other commercial vehicles, in particular; the effects of increased competition; the ability to stay in compliance with laws and regulations that currently apply or become applicable to the commercial electric vehicle technology business and government contractors; the failure to realize the anticipated benefits of the Business Combination; the amount of redemption requests made by ArcLight’s public stockholders; the ability of the issuer that results from the Business Combination to issue equity or equity - linked securities or obtain debt financing in connection with the Business Combination or in the future. Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither ArcLight nor the Company undertakes any duty to update these forward - looking statements. Use of Projections This Presentation contains projected financial information with respect to Proterra. Such projected financial information constitutes forward - looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward - Looking Statements” paragraph above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. I N T R O D U C T I O N 2 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

Disclaimer (Cont’d) Use of Projections (Cont’d) Neither ArcLight’s nor the Company’s independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. In preparing and making certain forward - looking statements contained in this presentation, Proterra and ArcLight made a number of economic, market and operational assumptions. Notably, statements regarding the Company’s 2025 vision, and summary financial forecast are, without limitation, subject to material assumptions regarding the Company’s ability to economically manufacture and distribute its products at scale and meet its customers’ business needs, the Company’s ability to successfully execute its growth strategy, the Company’s ability to maintain required strategic supply arrangements, rates of adoption of battery electric vehicles by customers in the markets in which the Company operates, and continuation of favorable regulations and government incentives affecting the markets in which the Company operates. The Company cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. Additional Information In connection with the proposed Business Combination, ArcLight intends to file with the SEC a registration statement on Form S - 4 containing a preliminary proxy statement/prospectus of ArcLight, and after the registration statement is declared effective, ArcLight will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. ArcLight’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about the Company, ArcLight and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of ArcLight as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: ArcLight Clean Transition Corp., 200 Clarendon Street, 55th Floor, Boston, MA 02116. Financial Information The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S - X promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”). Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, the registration statement to be filed by ArcLight and Proterra with the SEC. Participants in the Solicitation ArcLight, the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from ArcLight’s shareholders with respect to the proposed Business Combination. A list of the names of ArcLight’s directors and executive officers and a description of their interests in ArcLight is contained in ArcLight’s final prospectus relating to its initial public offering, dated September 22, 2020, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to ArcLight Clean Transition Corp., 200 Clarendon Street, 55th Floor, Boston, MA 02116. Additional information regarding the interests of the participants in the solicitation of proxies from ArcLight’s shareholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available. No Offer or Solicitation This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of securities (the “ Securities ”) will not be registered under the Securities Act, and will be offered as a private placement to a limited number of “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” (within the meaning of Rule 501(a) under the Securities Act) and “Institutional Accounts” as defined in FINRA Rule 4512(c). Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither the Company nor ArcLight is making an offer of the Securities in any state where the offer is not permitted. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Trademarks and Trade Names Proterra and ArcLight own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with the Company or ArcLight, or an endorsement or sponsorship by or of the Company or ArcLight. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company or ArcLight will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Summary of Contracts Insofar as this Presentation contains summaries of existing agreements and documents, such summaries are qualified in their entirety by reference to the agreements and documents being summarized. No Obligation This Presentation does not create any obligation on the part of either the Company, ArcLight or the recipient to enter into any further agreement or arrangement. Unless and until a definitive agreement has been fully executed and delivered, no contract or agreement providing for a transaction will be deemed to exist and none of the Company, ArcLight or the recipient will be under any legal obligation of any kind whatsoever. Accordingly, this Presentation is not intended to create for any party a right of specific performance or a right to seek any payment or damages for failure, for any reason, to complete the proposed transaction contemplated herein. I N T R O D U C T I O N 3 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

I N T R O D U C T I O N Significant TAM Profitable Growth Financial Profile Differentiated Technology Real - Wo rld Validation Our Mission Advancing Electric Vehicle Technology to Deliver the World’s Best Performing Commercial Vehicles Innovation DNA 4 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION • Proterra to combine with ArcLight Clean Transition Corp. (“ArcLight”), a publicly listed special purpose acquisition company with ~$278MM cash currently held in trust and a focus on leading companies enabling the transition to a sustainable future • Jake Erhard from ArcLight to join Proterra Board, adding substantial experience in transportation logistics, power and fueling infrastructure, and a focus on accelerating Proterra Energy business unit • Transaction reflects a $1.6Bn enterprise value for Proterra − Proterra to receive ~$648MM cash at closing based on the $415MM committed PIPE and current cash in trust levels − Proceeds will be used to continue to fund R&D and capex investments in next - generation battery program to unlock commercial vehicle powertrain parity − Existing Proterra shareholders to roll 100% of their stakes, expected to own ~69% of the pro forma company at closing • Pro forma company well - positioned and well - capitalized − $2.4Bn pro forma equity value 1 − $1.6Bn pro forma enterprise value • 3.6x 2022E revenue of $439MM • 0.6x 2025E revenue of $2,566MM • Strong balance sheet with ~$852MM of cash at close 2 Proterra and ArcLight Combination to Create Publicly Listed, Commercial Electric Vehicle Technology Leader I N T R O D U C T I O N 5 Proterra Team Transaction Overview Jac k Allen Chairman and Chief Executive Officer Amy Ard Chief Financial Officer Dustin Grace Chief Technology Officer Aaron Chew VP, Investor Relations ArcLight Clean Transition Team Jake Erhard President, Chief Executive Officer and Director Marco Gatti Chief Financial Officer 1. Amounts presented on this slide assume (1) there are no redemptions from the trust account, (2) the holders of Proterra’s 2020 Convertible Notes receive 30.3MM shares for the conversion in full of $200MM principal amount of their notes (interest calculations and conversion of same not included) and (3) $24MM of other liabilities. If not voluntarily converted at the time of the Closing of the business combination, the 2020 Convertible Notes will convert if Proterra’s common stock price exceeds ~$9.89 per share for 20 consecutive trading days after at least six months following the closing of the business combination. Amounts also exclude (1) outstanding out - of - the - money equity awards and outstanding unvested equity awards rolling over in the transaction and (2) the impact of any equity awards issued at or after the closing of the business combination 2. Assumes Proterra receives $648MM of cash at closing Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

• ArcLight Clean Transition Corp. is a SPAC listed on the Nasdaq Capital Market that priced its IPO on September 22, 2020 • ArcLight management team and board of directors bring significant experience in: x Transportation logistics x Renewable infrastructure x Power networks x Batteries x Electric vehicles • Sponsored by an affiliate of ArcLight Capital Partners, a leading private equity firm focused on power and energy infrastructure, and partnered with CAMS, a leading provider of operational and asset management services for infrastructure assets ArcLight Clean Transition Corp. Overview I N T R O D U C T I O N Positioned to Help Proterra Accelerate Commercial Vehicle Electrification Top - Tier Leadership ArcLight Clean Transition Corp. Overview Daniel Revers Chairman and Founder, ArcLight Capital Partners Arno Harris Director Audrey Lee Director Steven Berkenfeld Director Brian Goncher Director • ArcLight Clean Transition Corp. due diligence on Proterra includes: x In - depth strategy reviews of the company’s strategy across each business unit x Discussions with key customers x Multiple site visits to the Burlingame and Los Angeles factories x Independent review of Proterra’s battery technology by The Battery Lab ArcLight’s Due Diligence on Proterra 6 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

Proterra Overview 7 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Who We Are P R O T E R R A

 

 

January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION P R O T E R R A O V E R V I E W 8 1. Over 550 vehicles on the road and over 450 vehicles in backlog as of September 2020 2. 2012 - 2019 Proterra electric transit bus market share in North America; refer to Index on page 52 for additional information 3. Includes commercial vehicles and charging; refer to Index on page 52 for additional information 4. From 2010 to 2019; refer to Index on page 52 for additional information 5 4 3 2 1 Integrated Technology Ecosystem Proven, Real - World Validation Significant Addressable Market Today Strategic Partnerships with Near - Term Deliveries Real Revenue, Rapid Growth, Clear Visibility 68% ’20E - ’25E Revenue CAGR $750MM+ Orders and Backlog 7 25% ’25E Gross Margin $ 1 9 3 M M ’20E Revenue ~$260Bn+ Global Commercial Electric Vehicle Market 3 ~85% Decline in Electric Battery Costs 4 Track Record of Enabling Commercial Vehicle Electrification 1,000+ Vehicles 1 ~16 MM Real - World Service Miles 50%+ Electric Transit Bus Market Share 2 5 4MW Charging Insta l l a t ions 6 Premier Strategic and Financial Investors ~40% Lower Vehicle Operating Costs 5 100% Zero Emissions by 2050 15 State Targets 6 5. Versus diesel; refer to Index on page 52 for additional information 6. Medium - duty and heavy - duty truck market; refer to Index on page 52 for additional information 7. As of September 2020; represents Proterra Transit backlog and Proterra Powered orders signed and under advanced negotiation Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

Unique Portfolio of Solutions Self - Reinforcing Model P R O T E R R A O V E R V I E W 9 Our Businesses What We Do What We Deliver Who We Serve Why We Win Leading electric powertrains Commercial vehicle OEMs x Superior performance, lower cost North America’s #1 electric transit bus OEM Transit agencies x Purpose - built vehicle platform Fleet - level chargers and energy management Commercial vehicle and transit fleet owners x Turnkey suite of hardware and software solutions Integrated Technology Ecosystem: Strong Network Effect January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Cost - Driven Decisions Governments 15 states targeting 100% zero - emission medium - duty and heavy - duty trucks by 2050 1 Massive Commercial Vehicle Market Primed for Electrification P R O T E R R A O V E R V I E W 10 $260 Billion Total Addressable Market Opportunity Ideal Characteristics… …Increasing Demand for Sustainable Solutions… …and Increasingly Compelling TCO ~85% Decline in electric battery costs since 2010 3 Lower electric vehicle operating cost vs. diesel 4 ~40% World’s largest logistics players are targeting to electrify their fleets ~70% of consumers have changed their behavior out of concern for climate change 2 1. Refer to Index on page 52 for additional information 2. Refer to Index on page 52 for additional information 3. From 2010 to 2019; refer to Index on page 52 for additional information 4. Versus diesel; refer to Index on page 52 for additional information Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections High Mileage Low Fuel Economy Maintenance Intensive Predictable Routes Large Fleets Communities Companies

 

 

Proterra Has Overcome Key Obstacles to Electrification P R O T E R R A O V E R V I E W 11 Integrated Platform Enabling Commercial Vehicle Electrification What We Do Isn't Easy x End - to - end solutions with 54 MW installed at 450+ charge points x State - of - the - art testing, certification, and compliance programs x ~16MM real world miles, long lifespan of 4,000+ cycles, and low maintenance x Highly competitive total cost of ownership x Best - in - class battery system enables greater range and weight loads Safety Quality C h a rg i ng C o st Performance Obstacle x Over a decade of experience with ~350k sq. ft. of advanced manufacturing capacity S c ale January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

Product Year Opened Max. Annual Capacity Battery Bus 2020 2017 675 MWh 280 Vehicles Battery 2017 345 MWh Bus 2011 400 Vehicles P R O T E R R A O V E R V I E W 12 Innovation DNA Meets Manufacturing Expertise Established Footprint in Technology and Manufacturing Hubs Burlingame, CA Los Angeles, CA Advanced R&D, 81 Patents, and Manufacturing Capabilities In - Place and At - Scale Demonstrated Ability to Efficiently Scale Capacity x Cost Effective: Sub - $20MM invested, 50K sq. ft. per GWh x Automated: ~50% labor cost reduction x Replicable: Template for co - location at customer sites Los Angeles Battery Factory Case Study x Rapid Deployment: Built in under 12 months January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION 55% Reduction in Labor and Overhead 1 Greenville, SC Since 2017 86% Reduction in Battery Unit Cost 1. Unit costs

 

 

Going to School In Virginia P R O T E R R A O V E R V I E W 13 Other Mobility Technology Players: PowerPoints and Prototypes Prototypes Prototypes Proterra: Proven Products on the Road Early Stage Deployments Producing the Vehicles of Tomorrow, Today Going to a Park in New York Commuting in San Francisco Touring the Ski Slopes In Jackson Hole Prototypes January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

P R O T E R R A O V E R V I E W 14 Proterra has a Distinct First - Mover Advantage M ult i - M illi o n Real - World Miles x 16MM R eve nu e (2020E) $193MM Minimal $11MM Production Track Record x ~10 Years x M a nu fa c tu r in g Capacity 1 x x Full Charging Solution 1 x Significant Time and Enormous Capital Investment Required for Competitors to Catch - Up... and Proterra is Moving Forward Proterra is Miles Ahead of the Competition Highly Valuable Learning Curve Advantage Field Data Technology Development Safety, Testing and Compliance Manufacturing Experience Customer Relationships Brand Credibility Incremental Units Sold January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION 1. Status as of 1/1/2021 Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

P R O T E R R A O V E R V I E W 15 Complete, Purpose - Built Technology Platform Vehicle Integration End - to - end powertrain integration Energy Solutions Fully - integrated charging solutions Heavy - Duty Battery Pack High energy density, low - cost, ruggedized High Efficiency Drivetrains 5x efficiency of diesel Best - in - class acceleration Integrated Technology Ecosystem A pex Software Full - service fleet management platform Future Vehicle - to - Grid Integrated utility - scale power ecosystem January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION P R O T E R R A O V E R V I E W 16 Proterra Well - Positioned for ~$260 Billion TAM ~$37 Billion Global Commercial Vehicle Charging Investment 2 C u rr e n t Proterra Customers ~$225 Billion Global Commercial Vehicle Market 1 ~4.4 Million Vehicles 1 40 TWh Annual Energy Need by 2030+ 2 1. Estimated 2023 addressable market and number of vehicles for long - haul, medium - duty, construction / mining and buses; refer to Index on page 52 for additional information 2. Estimated 2030 addressable market and energy need excluding passenger cars; refer to Index on page 52 for additional information Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION h and bus r with 10k+ road today 1 America’s g class 6 - 8 ional brand acturer of hool buses road today 1 P R O T E R R A O V E R V I E W 17 Proven Partnerships with Industry Leaders Proterra Powered: Tailored Approach Through Partnership Model Established Partnerships Serve a Target Segment Market Opportunity of ~175,000 Annual Vehicles 2 Offering Provided to OEMs Business Model B a tt er y S y s t e m High Voltage Systems and Controls Existing Customers and Applications Drivetrain End - to - End Powertrain Par t ne rs h i p x x Manuf x 1 of 3 sc on the Transit Bus School Bus Energy System Integration Partnership x x Transit Bus Stepvan No r th l ead in vocat Battery Par tn ers h i p x Shuttle Bus Coach Bus C o ac leade on the 1. Statistic specific to North America only 2. Annual vehicles across North American transit, school bus, shuttle bus, coach bus, step van and non - North American transit; refer to Index on page 52 for additional information Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION P R O T E R R A O V E R V I E W 18 x Deliveries expected to begin in 2021 x Existing Industry Fleet in U.S.: 300,000+ vehicles 2 x In production since 2Q 2020 x Existing Industry Fleet in U.S.: 480,000+ vehicles 3 • World’s largest commercial vehicle manufacturer with unmatched global scale • ~$50 billion in annual revenue and ~520,000 annual vehicles sold 1 Meaningful Shareholder and Senior Executive Commitment Sizable, Existing Commercial Agreements Proterra Powered: Daimler Strategic Partnership World’s Largest Commercial Vehicle Manufacturer is a Customer and Investor • In September 2018, Daimler Trucks & Buses co - led investment in Proterra • Anchor investor in the current $415MM PIPE 1. Fiscal Year 2019 2. Refer to Index on page 52 for additional information 3. Refer to Index on page 52 for additional information Jochen Goetz Head of Finance & Controlling, Daimler Trucks & Buses Proterra Director Seven Iconic Commercial Vehicle Brands Under One Roof

 

 

P R O T E R R A O V E R V I E W 19 Clear Leadership in Flagship Validation Market with 50%+ Market Share 1 Purpose - Built Electric Transit Bus Technology Platform Proterra Transit: North America’s #1 Electric Transit Bus OEM P r ov e n V a l i d a t i on • 50% Market Share • 16 Million Real - World Service Miles • 10+ Year Vehicle Service Track Record • Successfully Completed 8 Altoona Tests 5 th GENERATION CLEAN & QUIET January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Sup e r i or P e rform a nce • Long Range • High Fuel Efficiency • Fastest Acceleration • Greatest Horsepower S i gn i fic a nt Sav i ngs • Low Operating Costs • High Uptime • Zero Tailpipe Emissions 1. 2012 - 2019 Proterra electric transit bus market share in North America; refer to Index on page 52 for additional information

 

 

January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION P R O T E R R A O V E R V I E W 20 1. Refer to Index on page 52 for additional information 2. Reflects seven North American city and state mandates (California, NYC, Toronto, Chicago, Seattle, Minneapolis and Miami); refer to Index on page 52 for additional information 3. NFI Group’s active North American transit bus bid universe; refer to Index on page 52 for additional information Proterra Customer Proterra Transit: North American Bus Market is Rapidly Electrifying 50% 2% 2017 2018 2019 2020 2021 2022 2023 2024 2025 25K+ North American Buses Must be 100% Zero Emission by 2040 2 Zero Emission Buses Now 26% of Active Bid Universe 3 130+ Communities in 43 States and Provinces Choose Proterra Projected to be 50% Electrified by 2025 1 Proterra’s Customers Operate Over 30% of the N.A. Transit Bus Fleet 4 % of Total North American Bus Market (Annual Sales) $ 400MM Cumulative Sales 450+ Vehicles in Backlog 550+ Vehicles on the Road 4. Refer to Index on page 52 for additional information Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

P R O T E R R A O V E R V I E W 21 Proterra Energy: Enabling the Electrification of Commercial Vehicles $37Bn of Annual Investment Expected in Global Charging Infrastructure by the End of the Decade 1 Charging is Key to Electrify Commercial Vehicle Fleets… …and Represents a Large, Underserved Market Op er a tio n al Con s t r ai n ts • Must conform to existing high - density fleet yard layouts • Must seamlessly integrate into normal - course operations De s ti n a t i on Charging • Over 250,000 warehouses in the U.S. 4 • Focus: integration of charging with logistical activities High Power Needs • Hundreds of vehicles per depot , each requiring 75 – 300 kW of charging power • Peak power of up to ~30 MW per depot, multiples of typical interconnection Fleet Depots • Over 1.4MM vehicles managed by US fleet operators 2 • Focus: lowering TCO across vehicles and chargers Conti nu o u s Service • Commercial vehicles operate every day, with consistently high charging needs • 99%+ uptime is expected, reliability is a must even with untrained operators E n - R o u te Top - Ups Significant Market Opportunity Requiring a Multidisciplinary Approach January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION 4. Refer to Index on page 52 for additional information Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections 1. Refer to Index on page 52 for additional information 2. Refer to Index on page 52 for additional information 3. Refer to Index on page 52 for additional information • Over 300,000 truck parking spaces across the U.S. 3 • Focus: integration with existing infrastructure

 

 

• Fleet modeling & planning • Utility interface • Turnkey infrastructure installation • Project management • 2nd life battery fleet expansion • Actively working on recycling with reputable industry leaders • High density behind - the - fence solutions • Medium voltage interface • Energy storage integration capability • Exclusive partnership with: • EaaS financing & battery leasing • In - house developed SaaS platform • Fleet monitoring • V2G DERMS integration P R O T E R R A O V E R V I E W 22 Proterra Energy: Integrated Fleet Charging Solutions 54 MW of Charging Infrastructure Installed at 450+ Charge Points Across North America En g ine ered Planning Energy S o ur c ing Storage / Resilie ncy Charging In f r a s tru c ture Energy M an agement Reuse / Recycling January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

Customer Highlights Customer Perspective: Proterra Delivers Fully Integrated Solutions P R O T E R R A O V E R V I E W Electric Bus, Charging Infrastructure and Charge Management Software Deployment • Proterra Transit: 40 electric transit buses • Proterra Powered: 660 kWh batteries and DuoPower drivetrains • Proterra Energy: 4.3 MW of charging hardware x Fully integrated charging solutions x First - of - its - kind depot layout and software control systems x Optimizes scheduling while lowering demand charges Customer Highlights x Dominion Energy is seeking state approval for additional 1,000+ electric school buses over next 5 years x Bus batteries utilized as grid resource x Provides backup power, stabilization and load shifting Batteries, Drivetrains, Vehicle Controls, and V2G Services Deployment • Proterra Powered: End - to - end electric powertrains for 50 Thomas - built school buses • Proterra Powered: 220 kWh batteries, drivetrains and vehicle controls • Proterra Energy: Charging infrastructure and V2G services 23 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

P R O T E R R A O V E R V I E W Jack Allen Chief Executive Officer Amy Ard Chief Financial Officer Dustin Grace Chief Technology Officer Josh Ensign Chief Operating Officer JoAnn Covington Chief Legal Officer Gareth Joyce President, Proterra Powered & Energy Rick Huibregtse Sr. VP, Engineering John Walsh Sr. VP of Sales Leadership Team Public Company - Ready Leadership Team and Board Mike Smith Director Jennifer Granholm Director Brook Porter Director Jochen Goetz Director Constance Skidmore Director Jeannine Sargent Director Board of Directors Jack Allen Chairman Jake Erhard Director Nominee Ryan Popple Co - Founder & Executive Director 24 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

Proterra Technology 25 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Why We Win P R O T E R R A

 

 

P R O T E R R A T E C H N O L O G Y 26 Proterra’s Innovation DNA Premier and Innovative Product Development DNA Deep and Diversified Engineering Expertise • Core engineering team has deep automotive battery engineering experience and dedication to first - principles engineering • Expertise across multiple engineering disciplines: mechanical, electrical, chemical, software Strong Professional Backgrounds with Industry Leaders 81 Patents Across Our Integrated Technology Ecosystem 1 1. As of December 2020; key patent families are Battery Configuration and Energy Management, Powertrain and Vehicle Controls, Charging Interface and Methods, Composite Body and Vehicle Design, and Vehicle Controls January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

Energy System Battery Pack M o dule C ell s P R O T E R R A T E C H N O L O G Y 27 3 rd Party Engineered, Validated and Manufactured by Proterra in California • Long - term supply contract: ~2 GWh secured through ‘22 • In - house cycle testing, safety testing, modeling, and algorithm development • Plan to co - invest in cell manufacturing capacity Small Format Cylindrical Cells • Liquid cooled module beams make - up entirety of internal pack structure • Capable of impact energy absorption • Cell fusing & interconnection made via high - speed fiber laser processing Highly Integrated Thermal and Structural Architecture • Functional safety certified (ISO 26262) battery management system developed with strategic partner • Flexible software and hardware architecture enables up to 1200 V strings • Patented thermal event mitigation • Ruggedized enclosure Flexible Battery Management System • Internally - developed software, vehicle control unit, charge controller, and telemetry gateway • Advanced system enables seamless integration of batteries and powertrains into partner vehicles • Capable of over - the - air software flash updates Battery System: Vertically Integrated Development and Manufacturing Enhances Performance and Lowers Cost World - Class Cell Supply Deep Vertical Integration Approach Seamless Software Integration January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

P R O T E R R A T E C H N O L O G Y 28 Scalable Lengths Configurable Voltage Battery System: Modular and Scalable for Many Commercial Vehicle Segments 1,000 Versatile Design Elements Can Enable Applications Across Commercial Vehicle Market KWh 113 S t a c k a b l e Multiple Widths and Heights Voltage Options Module • 17V / 25V / 35V / 50V Battery Pack • Up to 1200V • Up to 16 parallel strings Ba t t e r y S y s t e m V e h i c l e January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

P R O T E R R A T E C H N O L O G Y 29 Proterra Battery Core Attributes Real - World Customer Benefit Intelligent Battery Management System x Hundreds of sensors delivering continuous monitoring and diagnostics Gravimetric Energy Density x Extended range, higher cargo / occupant capacity, and increased vehicle efficiency Volumetric Energy Density x Minimizes battery space requirements with packaging designed for safety Ruggedized, Commercial Grade Enclosure x Ballistic - grade materials designed to withstand the toughest conditions over vehicle lifecycle Functional Safety Certified x Redundant sensing and processing designed to ensure safe and reliable operation Resiliency to Cell Defects and Failures x Long life span, intrinsically resistant to cell propagation Multi - Layered Passive and Active Safety Systems x State - of - the - art testing, certification & compliance programs Designed to Excel in Medium and Heavy - Duty Vehicle Applications Battery System: State - of - the - Art Technology January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

P R O T E R R A T E C H N O L O G Y Battery System: Continuous Research and Development Excellence Battery Program Guiding Principles • Increase Energy Density • Lower Costs • Further Advance Safety Leadership Next Generation 25%+ estimated cost reduction Significant Increase in Scale to 5+ GWh Pursue Investment in Dedicated Domestic Cell Capacity Continued Module Design Enhancement Deepening of Vertical Integration of Electrical Components Next Generation Battery Targeting Commercial Vehicle Powertrain Cost Parity by Mid - Decade Confidential 5 th Generation 20%+ estimated cost reduction 2022 10% increase in Energy Density Vertical Integration of Sub - Components Greater Scale and Continued Learning Curve 4 th Generation 2021 Higher Energy Density 2170 Cells Flexible Module Platform (7 Variants) 3 rd Generation 2017 30 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections First to Market with NCM 811 18650 Cells New Core Single Module Architecture Ramp of Team Testing, and Integration 20%+ estimated cost reduction

 

 

P R O T E R R A T E C H N O L O G Y Proterra is Well - Positioned with a Strong Portfolio of Multi - Speed Drivetrain Solutions Best - in - Class Integrated Drivetrains : Proven, Advanced Performance Technology Transmission Wheel T orq u e C o n ti nu o u s Power Proterra DuoPower eAxle Dual 2 - Speed 22,000 Nm 370 kW Next Generation (In Development) Confidential 4 - Speed 25,400 Nm 200 kW Proterra ProDrive 2 - Speed 19,700 Nm 180 kW Purpose - Built to Optimize Torque and Efficiency Industry - Leading Drivetrain Capabilities x Longest range with 5x the efficiency and 2x the acceleration of a diesel bus x Designed to outperform direct - drive systems in all conditions x Dedicated team performs system integration, software & controls, testing & validation x Next generation drivetrain unlocks new commercial vehicles 31 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections Portfolio Serves Multiple Commercial Vehicle Applications

 

 

Overnight Charger Automatic Charger Fleet Charger Fleet Battery Unit Size 75 kW 150 kW 250 kW 500 kW 1.5 MW 1.5 MW Configuration Up to 4 vehicles Up to 2 vehicles Scalable up to 40 vehicles 1 st life or 2 nd life Status In Production In Development P R O T E R R A T E C H N O L O G Y Open Source Communications Protocol V 2 G Bi - directional Power Flow Microgrid Ready Telematics Enabled Remote PCS Can Be Up to 500 Feet from Dispenser Intelligent Smart - Charging Capable Scalable & Adaptable Wall, Ceiling or Pedestal Installations Universal Using Industry - Standard Connections Fleet Charger Minimizes Footprint and Lowers Cost to the Customer Energy Solutions: Integrated Charging Applications for Fleets of All Sizes 32 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

P R O T E R R A T E C H N O L O G Y Monitoring & Analytics Control Apex Software: Optimizes Fleet Ownership and Operation Real Time Monitoring Historical Data & Analysis Diagnostics & Analytics Carbon Credit Management Fleet Management 33 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Site Energy Management Vehicle - to - Grid Over - the - Air Updates Smart Charging

 

 

Proterra Vehicle - to - Grid Applications Can Transform Electric Vehicles Into Utility Grid Assets and Lower TCO P R O T E R R A T E C H N O L O G Y 34 Vehicle Data (kWh, miles, SOH) Electrical Grid CLOUD ENERGY MANAGEMENT Mobile Energy Storage Bi - Directional Charger Distributed Energy Resource Management System Bi - Directional Power Flow (AC) Command Ch a rge /Disc h a rge Charge Session Metrics Bi - Directional Power Flow (DC) ENERGY P R O V I D E R Vehicle - to - Grid Platform: Can Unlock New Revenue Opportunities Command & Schedule Charge Session Metrics Data E nerg y Initial Deployments in 2021 Dominion Energy Beverly, Massachusetts January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

Proterra Financials 35 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION How We Grow P R O T E R R A

 

 

Real Revenue, Rapid Growth, Clear Visibility P R O T E R R A F I N A N C I A L S Strong revenue growth with expanding market opportunity 36 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION 1. Large, near - term backlog creates financial performance visibility 2. Clear pathway to profitable growth 3. Transaction use of proceeds to accelerate growth strategy 4.

 

 

P R O T E R R A F I N A N C I A L S 37 123 181 193 246 838 439 1,449 2,566 2 0 1 8 A 2 0 1 9 A 2 0 2 0 E 2 0 2 1 E 2 0 2 2 E 2 0 2 3 E 2 0 2 4 E 2 0 2 5 E CAGR ‘20E – ‘25E 1 1 4% Proterra Powered & Energy 3 9 % Pro t e rr a Transit Tota l 68 % $ M M R e v e nu e Commercial Vehicle Electrification Drives Substantial Revenue Growth Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections $750MM+ of Orders and Backlog Creates Near - Term Financial Performance Visibility 1 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION 1. As of September 2020; represents Proterra Transit backlog and Proterra Powered orders signed and under advanced negotiation

 

 

January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Gross Margin Positive Today with Proven Ability to Expand Margins P R O T E R R A F I N A N C I A L S 38 86 % reduction i n bat t e r y c o s t / kWh 55% reduction in labor and overhead 2 ~26% Gross Margin Expansion in Under Three Years 1 … …with Roadmap to ~25% Gross Margins at Scale 4 7 % r e ductio n i n fre i ght c o s t pe r bus 4 % +18 % +24 % ( 21% ) 25% Gross Margin 2020 YTD M a nuf ac tu r i ng Efficiency Bill of M a te r i a l s Price Reduction, Market Expansion Gross Margin 2025E Redesign • Battery pack • Drive train Resource / Renegotiate • Cells • Vertical integration (non - cell battery components, harnesses) Design for Manufacturability • Automation of battery module and pack line • Modularized design of products Proven Ability to Reduce Costs Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections 1. Proterra cost reductions since 2017 2. Unit costs

 

 

( - ) R&D (35) (44) (48) (50) (53) (56) ( - ) SG&A (54) (63) (66) (74) (82) (88) EBIT ($81) ($96) ($59) $6 $154 $499 Margin % NM NM NM 1% 11% 19% (+) D&A 15 15 19 27 35 40 EBITDA ($66) ($82) ($40) $33 $190 $539 Margin % NM NM NM 4% 13% 21% Free Cash Flow Build EBITDA ($66) ($82) ($40) $33 $190 $539 Fiscal Year Ended December 31, $MM 2020E 2021E 2022E 2023E 2024E 2025E Income Statement Items x 68% Revenue CAGR 1 Transit 153 189 279 492 640 784 Powered & Energy 40 57 160 346 809 1,782 Total Proterra Revenue $193 $246 $439 $838 $1,449 $2,566 Growth % 6% 27% 79% 91% 73% 77% x 25% Gross Margins at Scale ( - ) Cost of Goods Sold (185) (235) (384) (708) ( 1,159) ( 1,924) Gross Profit $8 $11 $55 $130 $290 $642 Margin % 4% 4% 13% 16% 20% 25% x Significant Operating Leverage x Attractive 20%+ EBITDA Margins x Capital Efficiency, Disciplined Investment ( - ) Capex (18) (20) (60) (110) (55) (40) ( - ) Increases in WC (12) (18) (50) (75) (80) (109) x Ramping Cash Flow Generation Free Cash Flow ($95) ($120) ($151) ($152) $55 $390 Attractive and Credible Long Term Financial Model P R O T E R R A F I N A N C I A L S 1. 2020E – 2025E CAGR Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections 39 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

Use of Proceeds Expands Proterra’s Moat and Accelerates Growth P R O T E R R A F I N A N C I A L S 40 Research & Development Capital Investments January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Investments in Next - Generation Battery Program Target Powertrain Parity Projected Strategic Priorities Use of Proceeds • Continue to optimize battery performance and costs $200MM – $300MM • Further develop drivetrain platform • Fortify software and energy - as - a - service offerings • Expand battery capacity to 5+ GWh $150MM – $225MM • Broaden vertical integration • Co - locate factories at customers’ sites • Guarantee cell supply $100MM – $120MM • Lower cell prices • Access to next - generation cell technology Growth Capex Domestic Cell Capacity Co - Investment Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections

 

 

41 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Clean, Quiet Transportation for All

 

 

Transaction Summary 42 P R O T E R R A January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

Sources ArcLight Cash in Trust Committed PIPE Stock Consideration to Existing Shareholders ArcLight Founder Shares $M M $278 415 1,64 6 62 Enterprise Value $ 1, 6 00 2022E Revenue 439 EV / 2022E Revenue 3.6x Equity Value $ 2 , 4 01 51 ( 2 0 4) ( 6 4 8) T R A N S A C T I O N S U M M A R Y Detailed Transaction Overview $415 Million PIPE Key Transaction Terms Illustrative Pro Forma Valuation • Proterra and ArcLight entered into a business combination agreement on January 12, 2021 Share Price at Closing $10.00 Pro Forma Shares Outstanding (MM) 240.1 Debt & Other Liabilities (Q3'20E) 1 Existing Cash (Q3'20E) Plus: Cash to Balance Sheet 43 Pro Forma Ownership @ $10.00 / Share Illustrative Sources and Uses Total Sources $ 2, 4 01 Shares (MM) % $M M Uses $M M ArcLight Public Shareholders 27.8 11.6% $278 Cash to Balance Sheet $648 ArcLight Founder Shares 6.2 2.6% 62 Stock Consideration to Existing Shareholders 1,6 46 PIPE Investor Shares 41.5 17.3% 415 Illustrative Fees & Expenses 45 Existing Proterra Shareholders 1 164.6 68.6% 1 , 6 46 ArcLight Founder Shares 62 Total 240.1 100.0% $ 2, 4 01 Total Uses $ 2, 4 01 • ArcLight currently has $278MM in cash held in trust account • $1.6Bn pro forma enterprise value with strong balance sheet − 3.6x 2022E Revenue of $439MM • Earn - out of 2% of total shares outstanding at close issued to existing Proterra shareholders at illustrative pro forma share prices of $15.00 and an additional 2.5% at $20.00, $25.00 and $30.00 (or upon a change of control transaction at that valuation) • 10% of ArcLight founder shares withheld at close subject to earn - out at $15.00 per share 1. Amounts presented on this slide assume (1) there are no redemptions from the trust account, (2) the holders of Proterra’s 2020 Convertible Notes receive 30.3MM shares for the conversion in full of $200MM principal amount of their notes (interest calculations and conversion of same not included) and (3) $24MM of other liabilities. If not voluntarily converted at the time of the Closing of the business combination, the 2020 Convertible Notes will convert if Proterra’s common stock price exceeds ~$9.89 per share for 20 consecutive trading days after at least six months following the closing of the business combination. Amounts also exclude (1) outstanding out - of - the - money equity awards and outstanding unvested equity awards rolling over in the transaction and (2) the impact of any equity awards issued at or after the closing of the business combination Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

T R A N S A C T I O N S U M M A R Y 44 Favorable Comparisons vs. Broad Peer Landscape Differentiated Financial Profile Supports Attractive Valuation • Established players in the broader mobility technology space, with a focus on the electric vehicle ecosystem • Leading OEMs, suppliers, and energy technology solution providers • High - growth, profitable financial profiles Publicly - Traded Mobility Technology Leaders • Recent mobility technology SPAC transactions most focused on the commercial vehicle electrification trend • Disruptive growth business and financial profiles Mobility Technology SPAC Transactions x Integrated Technology Ecosystem x Real Revenue Today x Higher Growth x Scaling Margins x Risk - Adjusted Projections x Compelling Valuation January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

13% 27% 27% 25% 24% 23% 21% 19% 16% 13% 16% 25% 51% 82% 40% 39% 37% 37% 35% 20% 19% NM 68% T R A N S A C T I O N S U M M A R Y Operational Benchmarking vs. Publicly - Traded Mobility Technology Leaders Revenue Growth Higher Growth, Scaling Margins… 2020E – 2022E CAGR (%) 1 Gross Margin 2022E (%) 1 P ee r Median: 20% 23% ’22E ’23E ’24E ’25E Peer M ed ian : 37% Source: Capital IQ, Company materials 1. Market data and Refinitiv median estimates from Capital IQ as of January 8, 2021 Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections 45 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION ’20E - ’20E - ’22E ’25E

 

 

6.5x 16.2x 13.5x 13.0x 3.7x 3.3x 3.6x 62.8x 54.5x 43.8x 36.1x 29.2x 21.2x 12.8x 17.0x 10.0x 10.3x 9.9x 3.1x 2.9x T R A N S A C T I O N S U M M A R Y Valuation Benchmarking vs. Publicly - Traded Mobility Technology Leaders Enterprise Value / Revenue …at an Attractive Valuation 2021E / 2022E (x) ’ 21 E Peer Median : 16 . 2 x ’22E Peer Median: 10.3x 2021E 1 2022E 1 ’21E ’22E Source: Capital IQ, Company materials 1. Market data and Refinitiv median estimates from Capital IQ as of January 8, 2021 Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections 46 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION

 

 

193 135 29 21 11 0 0 0 0 0 1 2020E / 2021E ($MM) 246 198 150 204 120 118 75 140 8 1.6 5.4 2.4 3.3 1.5 1.8 1.0 1.1 1.0 1.1 16.0 12.3 6.7 4.1 3.1 3.0 2.7 2.3 2.2 T R A N S A C T I O N S U M M A R Y January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION 47 Especially Given Proterra’s Revenue Scale Today vs. Low / No Revenue Businesses Lowest Enterprise Value Favorable Valuation vs. Mobility Technology SPAC Transactions Transaction Value / Current Trading ($Bn) Highest Revenue T r ansac ti o n Median: 1 . 5 Source: Company materials, Capital IQ 1. At announcement 2. Market data and Refinitiv median estimates from Capital IQ as of January 8, 2021; for those companies that have not yet completed the deSPAC process, enterprise value calculated using market capitalization (equal to pro forma shares outstanding times SPAC’s current share price) plus net debt as disclosed in transaction announcement materials 3 2020E M ed ian : 1 2021E M ed ian : 120 C u rr e n t T r ading M ed ian : 3 . 1 Transaction Value 1 Current Trading 2 2020E Revenue 1 3. ChargePoint approximate calendar year (actual fiscal year ends January 31 st ) Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections 2021E Revenue 1

 

 

68% 61% 65% 58% 85% 147% 172% 178% 185% 234% Mobility Technology SPAC Transactions 274% T R A N S A C T I O N S U M M A R Y 48 Revenue Growth Benchmarking High - Growth Technology Reference Peers and Mobility Technology SPAC Transactions Conservative, Risk - Adjusted Projections… Revenue Growth CAGR (%) 1 2 ’15 - ’19 L ithiu m - I o n Batteries Source: Company materials 1. Revenue growth CAGR calculated using the base year and the last year from each respective company’s transaction announcement presentation; final year revenue based on 2024E for Arrival, Nikola, XL Fleet, Hyliion, Lion Electric, and Lordstown, 2025E for Proterra and Romeo Power, and 2026E for ChargePoint and Canoo SPAC M ed ian : 172% R e fe r e n c e Median: 63% Base Year: ’20E ’20E ’22E 103% ’ 21E ’ 22E ’ 20E ’ 21E ’ 20E ’ 20E ’ 22E January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION High - Growth Technology Reference Peers 2. ChargePoint approximate calendar year (actual fiscal year ends January 31 st ) Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections Proterra’s Projected Growth In - Line with Similar High - Growth Technology Precedents ’13 - ’18 Passenger Electric Vehicles

 

 

3.6x 6.9x 11.1x 5.3x 3.9x 5.6x 3.2x 2.3x 2.4x 0.6x 35.5x 27.4x 15.9x 9.6x 9.3x 6.4x 6.1x 5.6x 1.7x T R A N S A C T I O N S U M M A R Y 49 Valuation Benchmarking vs. Mobility Technology SPAC Transactions Enterprise Value / 2022E Revenue …Yet Attractive Valuation Relative to Current Trading Levels At Announcement / Current Trading (x) Source: Capital IQ, Company materials 1. Market data and Refinitiv median estimates from Capital IQ as of January 8, 2021; for those companies that have not yet completed the deSPAC process, enterprise value calculated using market capitalization (equal to pro forma shares outstanding times SPAC’s current share price) plus net debt as disclosed in transaction announcement materials; all use at announcement 2022E revenue except Nikola 2. ChargePoint approximate calendar year (actual fiscal year ends January 31st) January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION At Announcement Current Trading 1 An n o un c e m e n t Median: 3. Nikola current trading multiple based on 2022E Refinitiv median estimate revenue Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections 3 . 9 x C u rr e n t T r ading M ed ian : 9.3x 2 3

 

 

4 .3 3.9 4.3 1.6 T R A N S A C T I O N S U M M A R Y 50 Compelling Valuation Across a Range of Comparisons January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Implied Enterprise Value $Bn 4 .7 Publicly - Traded Mobility Technology Leaders 9.8 – 10.8x EV / 2022E Revenue Mobility Technology SPAC Transactions 1 8.8 – 9.8x EV / 2022E Revenue (Current Trading) Proterra Valuation Source: Capital IQ, Company materials 1. Includes ChargePoint, Nikola, Arrival, Canoo, Hyliion, XL Fleet, Romeo, Lion Electric and Lordstown Note: Refer to Disclaimer on pages 2 and 3 regarding forward - looking statements and use of projections 61% Di s c o u n t 65% Di s c o u n t

 

 

Ind e x 51 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION P R O T E R R A

 

 

I N D E X Index of Sources Page 8 2. Source: Federal Transit Administration's 2019 Annual Database Revenue Vehicle Inventory; share of electric buses ≥35 - ft 3. Based on $225Bn Global Commercial Vehicle Market and $37Bn Global Commercial Vehicle Charging Investment (see page 16 notes) 4. Source: BloombergNEF “Battery Pack Prices Fall As Market Ramps Up With Market Average At $156/kWh In 2019” (December 2019); The percentage decline discussed in this footnote is expressed in real dollars 5. Source: Goldman Sachs “Outlook for Alternative Powertrain Technologies in Global Truck Markets” (October 2020) 6. Source: California Air Resources Board “15 states and the District of Columbia join forces to accelerate bus and truck electrification” (July 2020 Press Release) Page 10 1. Source: California Air Resources Board “15 states and the District of Columbia join forces to accelerate bus and truck electrification” (July 2020 Press Release) 2. Source: Ipsos “Climate Change and Consumer Behavior” (December 2019); survey of 23k adults across 28 countries 3. Source: BloombergNEF “Battery Pack Prices Fall As Market Ramps Up With Market Average At $156/kWh In 2019” (December 2019); The percentage decline discussed in this footnote is expressed in real dollars 4. Source: Goldman Sachs “Outlook for Alternative Powertrain Technologies in Global Truck Markets” (October 2020) Page 16 1. Total Addressable Market is based on management estimates of the assumed price of an electric powertrain, and the number of vehicles per the following sources: LMC, “Global Commercial Vehicle Forecast World Query – MHCV”, Q3 2020; Freedonia, “Global Buses Industry Study 6th Edition”, June 2019; Frost & Sullivan, “Global Electric Bus Market Opportunity Analysis, 2017 – 2025”, December 2018; Frost & Sullivan, “Global Earth Moving, Construction and Mining Equipment Market, Forecast to 2026”, December 2017. Bloomberg NEF, “Charging Infrastructure Forecast Model (CIFM)”, August 27, 2020. Estimates in 2023 are based on battery and drivetrain for all segments except North American transit, which includes assumed vehicle price 2. Source: BloombergNEF “Electric Vehicle Outlook 2020” Charging Infrastructure Forecast Model (August 2020) Page 17 2. Source: Freedonia, “Global Buses Industry Study 6th Edition”, June 2019 (School bus, Coach bus, Non - North America transit bus numbers); Frost & Sullivan, “Global Electric Bus Market Opportunity Analysis, 2017 – 2025”, December 2018 (North America transit numbers); BUSRide “The Small & Midsize Bus Market in 2018 – Round Table” (October 2018) (North America shuttlebus numbers); Propane Education & Resource Council’s Chief Business Development Officer Tucker Perkins quoted in LPGas Magazine “Industry Partners in place for propane to penetrate step - van market” (October 2014) (North America step van numbers) 52 January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION Page 21 Page 18 2. Source: Propane Education & Resource Council’s Chief Business Development Officer Tucker Perkins quoted in LPGas Magazine “Industry Partners in place for propane to penetrate step - van market” (October 2014) 3. Source: American School Bus Council (December 2020) Page 19 1. Source: Federal Transit Administration's 2019 Annual Database Revenue Vehicle Inventory; share of electric buses ≥35 - ft Page 20 1. Source: Frost & Sullivan “Global Electric Bus Market Opportunity Analysis, 2017 - 2025” (December 2018) 2. Source: California Air Resources Board “California transitioning to all - electric public bus fleet by 2040” (December 14, 2018), the City of Chicago Resolution R2019 - 157, King County, "Metro is transitioning to a zero - emissions bus fleet” (August 2019), Miami - Dade County Board of County Commissioners Resolution R - 1034 - 18, Minnesota Metropolitan Council Transportation Committee “Bus Fleet Strategy” (December 10, 2018). Coalition for Clean Transportation, MTA 2020 - 2024 MTA Capital Program (September 2019), Toronto Transit Commission “TTC Green Initiatives” (December 2020), and Yale Environment 360, Yale School of the Environment (December 14, 2018) 3. Source: NFI Group Company Materials (3Q 2020); represents NFI Group’s North America transit bus active bid universe 4. Source: Total North American Bus Fleet size reached through the addition of the United States total bus fleet size of 66,116 (American Public Transportation Association “2019 Public Transportation Fact Book,” (2019)) to the Canadian total bus fleet size of 18,604 (Motor Carrier Passenger Council of Canada, “Labor Market Report 2019: Business and Financial” (2019) 1. Source: BloombergNEF “Electric Vehicle Outlook 2020” Charging Infrastructure Forecast Model (August 2020) 2. Source: FleetOwner “FleetOwner 500 Top Private Fleets” (April 15, 2019) 3. Source: US. Department of Transportation Federal Highway Administration, Office of Freight Management and Operations "Jason’s Law Truck Parking Survey Results and Comparative Analysis“ (April 2015) 4. Source: Wonder “US Warehouses and Distribution Hubs” (March 14, 2020)

 

 

January 2021 – CONFIDENTIAL / NOT FOR DISTRIBUTION