SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

Arrival

(Name of Issuer)

Ordinary Shares, accounting value per share

(Title of Class of Securities)

L0423Q108

(CUSIP Number)

Csaba Horváth

Kinetik S.à r.l.

60A, rue des Bruyères, L-1274 Howald,

Grand Duchy of Luxembourg

+352 621 266 815

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 14, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. L0423Q108 13D Page 2 of 11 Pages

1.	Names of Reporting Persons.   Kinetik S.à r.l.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   Luxembourg

Number of Shares   Beneficially   Owned by Each Reporting Person With	7.	Sole Voting Power   378,267,800
	8.	Shared Voting Power   0
	9.	Sole Dispositive Power   378,267,800
	10.	Shared Dispositive Power   0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   378,267,800
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   49.55%
14.	Type of Reporting Person (See Instructions)   OO

CUSIP No. L0423Q108 13D Page 3 of 11 Pages

1.	Names of Reporting Persons.   Csaba Horváth
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   Hungary

Number of Shares   Beneficially   Owned by Each Reporting Person With	7.	Sole Voting Power   378,267,800
	8.	Shared Voting Power   0
	9.	Sole Dispositive Power   378,267,800
	10.	Shared Dispositive Power   0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   378,267,800
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   49.55%
14.	Type of Reporting Person (See Instructions)   HC

CUSIP No. L0423Q108 13D Page 4 of 11 Pages

1.	Names of Reporting Persons.   Anthony Julius
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   United Kingdom

Number of Shares   Beneficially   Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   0
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   0%
14.	Type of Reporting Person (See Instructions)   HC

CUSIP No. L0423Q108 13D Page 5 of 11 Pages

1.	Names of Reporting Persons.   The Kinetik Foundation
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   Guernsey

Number of Shares   Beneficially   Owned by Each Reporting Person With	7.	Sole Voting Power   378,267,800
	8.	Shared Voting Power   0
	9.	Sole Dispositive Power   378,267,800
	10.	Shared Dispositive Power   0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   378,267,800
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   49.55%
14.	Type of Reporting Person (See Instructions)   OO

CUSIP No. L0423Q108 Page 6 of 11 Pages

This Amendment No. 11 to the joint statement on Schedule 13D with respect to the ordinary shares, accounting value per share (the “Ordinary Shares”), of Arrival, a joint stock company governed by the laws of the Grand Duchy of Luxembourg (the “Issuer”), filed by the Reporting Persons (as defined below) on March 24, 2021, as amended by Amendment No. 1 to Schedule 13D filed on June 7, 2021, as amended by Amendment No. 2 to Schedule 13D filed on April 11, 2022, as amended by Amendment No. 3 to Schedule 13D filed on July 1, 2022, as amended by Amendment No. 4 to Schedule 13D filed on September 2, 2022, as amended by Amendment No. 5 to Schedule 13D filed on November 14, 2022, as amended by Amendment No. 6 to Schedule 13D filed on November 23, 2022, as amended by Amendment No. 7 to Schedule 13D filed on December 19, 2022, as amended by Amendment No. 8 to Schedule 13D filed on December 22, 2022, as amended by Amendment No. 9 to Schedule 13D filed on February 3, 2023 and as amended by Amendment No. 10 to Schedule 13D filed on February 23, 2023 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows (with capitalized terms used but not defined herein having the respective meanings given to them in the Schedule 13D):

1. Paragraph (a) of Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:

This joint statement on Schedule 13D is being filed by Kinetik S.à r.l., a private limited company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg (“Kinetik”), The Kinetik Foundation (the “Foundation”), Csaba Horváth and Anthony Julius (collectively, the “Reporting Persons”).

Csaba Horváth, citizen of Hungary, is the sole manager of Kinetik and has sole voting and investment power with respect to the shares held by Kinetik. Anthony Julius, citizen of the United Kingdom, no longer serves on the board of managers of Kinetik.

The Foundation is the trustee of The Kinetik Trust (the “Trust”), which holds all of the limited liability company interests of Kinetik. Voting and investment decisions regarding the Ordinary Shares held by Kinetik are made on behalf of the Foundation by a council of three members, none of whom have individual voting or investment power with respect to such shares.

The Reporting Persons have entered into a Joint Filing Agreement dated February 3, 2023, a copy of which is filed as Exhibit 11 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Exchange Act.

2. Item 4 of Schedule 13D shall hereby be amended by inserting the following new paragraph after the fourth paragraph thereof:

On March 17, 2023, Kinetik and Citigroup Global Markets Inc. entered into a trading plan that is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “March 2023 Plan”), a copy of which is attached hereto as Exhibit 12. The number of shares to be sold pursuant to the March 2023 Plan is based on specified criteria relating to price and trading

CUSIP No. L0423Q108 Page 7 of 11 Pages

volume, and the number of shares that may be sold during any particular time period (such as a trading day, month or quarter) cannot be determined in advance, and there is no overall aggregate limit on the number of shares that may be sold, if any, during the term of the plan which runs until December 15, 2023 (other than all shares held as of the date of the plan). There is no assurance that any Ordinary Shares will be sold under the March 2023 Plan.

3. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 5. Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 763,344,885 Ordinary Shares outstanding as of February 21, 2023, as reported in the Issuer’s Form 6-K filed pursuant to Rule 13a-16 or 15d-16 on November 8, 2022, and after giving effect to the sale of 125,000,000 Ordinary Shares as described in the Issuer’s final prospectus supplement filed pursuant to Rule 424(b)(5) on February 21, 2023. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of March 16, 2023, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

Each of Kinetik, Mr. Horváth and the Foundation beneficially owns 378,267,800 Ordinary Shares, or approximately 49.55% of the outstanding Ordinary Shares and the Reporting Persons beneficially own, in the aggregate, 378,267,800 Ordinary Shares, or approximately 49.55% of the outstanding Ordinary Shares. Mr. Julius does not beneficially own any Ordinary Shares. Mr. Horváth disclaims beneficial ownership of the Ordinary Shares held by Kinetik, except to the extent of his pecuniary interest therein.

(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than Kinetik as set forth in the table below, effected any transaction in the Ordinary Shares since February 22, 2023:

CUSIP No. L0423Q108 Page 8 of 11 Pages

Date of Sale	Shares Sold (#)		Sale Price per Share ($)
2/23/2023		400,000	$	0.3106	1
2/24/2023		400,000	$	0.2898	2
2/27/2023		400,000	$	0.2833	3
2/28/2023		400,000	$	0.2703	4
3/1/2023		400,000	$	0.2684	5
3/2/2023		400,000	$	0.2598	6
3/3/2023		400,000	$	0.2574	7
3/6/2023		400,000	$	0.2552	8
3/7/2023		400,000	$	0.2447	9

¹  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.302 to $0.3257 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

²  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2829 to $0.3091 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

³  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.263 to $0.3098 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

⁴  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2619 to $0.278 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

⁵  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2651 to $0.2743 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

⁶  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2551 to $0.272 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

⁷  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2506 to $0.2668 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

⁸  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2534 to $0.2695 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

⁹  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2369 to $0.26 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

CUSIP No. L0423Q108 Page 9 of 11 Pages

3/8/2023	400,000	$	0.2216	10
3/9/2023	400,000	$	0.2183	11
3/10/2023	400,000	$	0.2077	12
3/13/2023	400,000	$	0.1789	13
3/14/2023	400,000	$	0.1761	14
3/15/2023	400,000	$	0.1527	15
3/16/2023	400,000	$	0.1680	16

The sale prices do not reflect brokerage commissions paid. All such sales were made pursuant to the November 2022 Plan.

¹⁰  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.216 to $0.2365 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

¹¹  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.21 to $0.2265 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

¹²  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.1933 to $0.2178 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

¹³  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.1711 to $0.213 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

¹⁴  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.1635 to $0.188 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

¹⁵  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.1462 to $0.165 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

¹⁶  The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.154 to $0.1827 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

CUSIP No. L0423Q108 Page 10 of 11 Pages

4. Item 6 of the Schedule 13D shall hereby be amended by inserting the following new paragraph after the last paragraph thereof:

The description of the March 2023 Plan in Item 4 of this Schedule 13D is incorporated by reference into this Item 6.

5. Item 7 of the Schedule 13D shall hereby be amended by adding the following exhibit:

Exhibit 12 Rule 10b5-1 Trading Plan dated March 17, 2023

6. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

* * *

CUSIP No. L0423Q108 Page 11 of 11 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: March 17, 2023
KINETIK S.À R.L.
By:	/s/ Csaba Horváth
Name:	Csaba Horváth
Title:	Manager
/s/ Csaba Horváth
Name:	Csaba Horváth
/s/ Anthony Julius
Name: Anthony Julius
THE KINETIK FOUNDATION
By:	/s/ Gavin Ferguson
Name:	Gavin Ferguson
Title:	Councillor
FB Family Office Limited, Councillor
By:	/s/ Gavin Ferguson
Name:	Gavin Ferguson
Title:	Director
By:	/s/ Tess Bisson
Name:	Tess Bisson
Title:	Director

EX-99.12

Exhibit 99.12

Certain telephone numbers and email addresses (marked “[*]”) have been omitted on the basis of personal privacy.

Rule 10b5-1 Sales Plan

This Rule 10b5-1 Sales Plan (the “Plan”) is adopted by Kinetik S.à.r.l. (the “Seller”) on 17 March 2023 (the “Adoption Date”), in order to establish a systematic program by which Citigroup Global Markets Inc. (“CGMI”) will use its reasonable best efforts to sell on the Seller’s behalf ordinary shares (“Stock”) of Arrival (the “Issuer”), which are listed on the NASADAQ Stock Market under the symbol “ARVL.”

A) Sales Program

1) The Plan relates to the number of shares of Stock owned by the Seller specified in greater detail on Schedule A attached hereto.

2) The Seller hereby appoints CGMI as the Seller’s agent to effect sales under this Plan. CGMI will use its reasonable best efforts to effect sales of Stock on behalf of Seller in accordance with the instructions set forth on Schedule A attached hereto and the other provisions of this Plan as set forth below.

3) The Seller agrees to pay CGMI a commission of $0.01 per share of Stock sold by it under the Plan. CGMI will deduct its commission and any applicable transaction fees from the proceeds of any sale of Stock under this Plan. Notwithstanding the previous sentence, the selling commission may be changed during the term of the Plan to a rate mutually agreed in writing by the Seller and CGMI. Any such change to the commission shall not be deemed an amendment to the terms of the Plan.

4) The selling instructions on Schedule A shall be adjusted following such time as the Seller notifies CGMI of any stock split, stock dividend, or other like distribution affecting the Stock.

5) (Check the applicable box or boxes)

☒ The Seller is or may be deemed an “affiliate” of the Issuer under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “1933 Act”).

☐ The Seller is subject to the requirements of Section 16 (“Section 16”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

☐ Neither of the above is applicable.

If the Seller is an “affiliate” of the Issuer, then all sales under this Plan will be executed by CGMI in accordance with the provisions of Rule 144 applicable to affiliates. The Seller agrees not to take, and agrees not to cause any person or entity with whom the Seller would be required to aggregate sales of Stock under Rule 144 to take, any action that would cause any sale under this Plan not to comply with Rule 144.

The Seller agrees to advise CGMI promptly of any sale of Stock by the Seller (or any other person or entity whose sales of Stock would be aggregated with those of the Seller for purposes of compliance with the volume limitations of Rule 144) that is not covered by this Plan, except that the Seller may sell Stock outside of this Plan only if and to the extent that no such sale affects the amount of Stock that may be sold under this Plan in compliance with the volume limitations of Rule 144. The Seller acknowledges and agrees that: (i) sales under this Plan shall not be in any way affected by any sales outside of this Plan, and (ii) for purposes of this sentence, the term “Seller” shall mean and include the Seller and any other person or entity whose sales of Stock would be aggregated with those of the Seller for purposes of compliance with the volume limitation of Rule 144.

The Seller represents and agrees that it has, and will for the Term of this Plan maintain, an account with the U.S. Securities and Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) so that Form 144 may be filed for sales of Stock under this Plan. The Seller agrees that it will immediately notify CGMI if it does not or does not intend to maintain its account with EDGAR such that Form 144 may not be filed so that sales of Stock under this Plan may be suspended or corrected, as applicable.

The Seller and CGMI mutually agree that: (check the applicable box)

☐ The Seller will be responsible for filing any Form 144 required to be filed under this Plan.

☒ CGMI will be responsible for filing any Form 144 required to be filed under this Plan. In connection with such filing(s), the Seller acknowledges and agrees that it will promptly, and in no event later than 5:30 p.m. Eastern Time on the day of any sale of Stock made under the Plan, provide CGMI any and all information and documentation, including the Seller’s EDGAR access codes, required to allow CGMI to make such filing(s) on a timely basis.

The Seller acknowledges that it is solely responsible for complying with Section 16 in connection with this Plan, and that it will be solely responsible if any sales made under this Plan result in the Seller being liable for “short-swing profits” under Section 16.

6) No later than one business day after each sale of Stock is made under the Plan, the Seller agrees to deposit (or make arrangements with the Issuer or its transfer agent to deposit) into its account at CGMI the number of shares of sold on the day in question. CGMI will not be responsible for the calculation or payment of any taxes owed by the Seller with respect to any sales of Stock under this Plan.

7) For purposes of this Plan, a “business day” means any day on which the NASDAQ Stock Market is open for business.

8) It is the intent of the parties that this Plan comply with the requirements of Rule 10b5-1(c) under the Exchange Act and this Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

B) Modification, Suspension and Termination

1) Modification: This Plan may be modified by the Seller only if: (a) CGMI approves the modification in writing, and (b) the Seller represents in writing on the date of such modification that it is not aware of any material non-public information regarding the Issuer or any of its securities (including the Stock) and the modification is being made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act (“Rule 10b-5”). Upon any modification to the amount, price or timing of the sale of Stock under this Plan, sales under the Plan will stop, and any sales under the Plan, as modified, will recommence (a) if the Seller is a director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Issuer, on the later of (i) 90 days after the date of such modification (the “Modification Date”) and (ii) two business days after the release of the Issuer’s financial results on Form 6-K for the fiscal quarter in which this Plan was modified, subject to a maximum of 120 days after the Modification Date; or (b) for all other Sellers, 30 days after the Modification Date.

2) Suspension Events: The Seller acknowledges that it may not be possible to sell Stock during the term of this Plan (the “Term”) due to: (a) a legal or contractual restriction applicable to the Seller and/or to CGMI, (b) a market disruption (including without limitation a halt or suspension of trading in the Stock imposed by a court, governmental agency or self-regulatory organization), (c) rules governing order execution priority on the New York Stock Exchange, or (d) a sale effected pursuant to this Plan that fails to comply (or in the reasonable opinion of CGMI’s counsel is likely not to comply) with Rule 144. In the event the Seller intends to suspend this Plan pursuant to clause (a), the Seller will notify CGMI in writing of its intention and the beginning date and the ending date of the suspension or temporary withdrawal period. The notice shall be provided to CGMI no less than two (2) business days prior to the intended commencement date.

3) Termination Events: This Plan will terminate upon the occurrence of any of the following events: (a) the close of business on the date specified in Schedule A on which all sales under this Plan will cease, (b) the Seller fails to comply in any material respect with applicable law and/or its obligations under this Plan, (c) the close of business on the second business day following the date on which CGMI receives written notice from the Seller that the Seller has terminated this Plan and the Seller represents in writing on the date of such notice that the termination is being made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, (d) the close of business on the second business day following the date on which CGMI notifies the Seller in writing that CGMI has terminated this Plan upon a reasonable determination by CGMI that this Plan no longer complies with Rule 10b5-1 under the Exchange Act, or (e) the close of business on the second business day following the date on which CGMI receives notice that (i) the Seller has filed a petition for bankruptcy or the adjustment of the Seller’s debts, or (ii) a petition for bankruptcy has been filed against the Seller and has not been dismissed within thirty (30) calendar days of its filing.

C) Seller Representations

The Seller makes the following representations (which, in the case of paragraph 1, are limited to the paragraph checked by the Seller) on and as of the Adoption Date:

1) At the time of adoption of this Plan,

☐ The Seller is a “director” or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Issuer. The Seller understands and acknowledges that, as a director or officer of the Issuer, sales under this Plan will not commence until the later of (i) 90 days after the Adoption Date and (ii) two business days after the release of the Issuer’s financial results on Form 6-K for the fiscal quarter in which this Plan was adopted, subject to a maximum of 120 days after the Adoption Date or such later date as specified in the selling instructions on Schedule A;

☒ The Seller is not a director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Issuer. The Seller understands and acknowledges that sales under this Plan will not commence until thirty (30) days after the Adoption Date or such later date as specified in the selling instructions on Schedule A;

2) The Seller is not aware of any material nonpublic information with respect to the Issuer or any of the Issuer’s securities (including the Stock);

3) The Seller is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent CGMI from conducting sales throughout the Term in accordance with Schedule A and the Seller agrees to notify CGMI if such becomes the case after the Adoption Date during the Term;

4) The Seller is entering into and will at all times act with respect to this Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, including with respect to any modification thereto or any suspension or termination thereof;

5) The Seller is adopting this Plan in compliance with the requirements of Rule 10b5-1;

6) The Stock subject to this Plan is not subject to any liens, security interests or other impediments to transfer (except for limitations imposed by Rule 144, if the Seller is subject to this rule), nor is there any litigation, arbitration or other proceeding pending, or to the Seller’s knowledge threatened, that would prevent or interfere with the sale of Stock under this Plan and the Seller agrees to notify CGMI if such becomes the case after the Adoption Date during the Term;

7) The Seller has not entered into, and will not enter into or alter during the Term, any corresponding or hedging transaction or position with respect to the Stock;

8) The Seller has disclosed to CGMI in writing any earlier-commencing other contracts, instructions, or plans that qualify for the affirmative defense under Rule 10b5-1(c)(1) for purchases or sales of Issuer securities, including the Stock, on the open market, other than a contract, instruction or plan providing for an eligible sell-to-cover transaction as defined in Rule 10b5-1(c)(1)(ii)(D)(3) (each, an “Other Plan”) and the last trade under, or expiration or termination of, each such earlier-commencing Other Plan, if any, will occur such that there will be an Effective Cooling-Off Period as defined in Rule 10b5-1(c)(1)(ii)(D)(2) (an “Effective Cooling-Off Period”) before the first trade can occur under this Plan;

9) Except for Other Plans disclosed to CGMI pursuant to, and that are in compliance with, Section C 8), the Seller has not entered into, and during the Term will not enter into, any Other Plan; provided, however that the Seller may, with prior written notice to CGMI, enter into a later-commencing Other Plan under which trading is not authorized to begin until all trades under this Plan are completed or the Plan has expired or has been terminated and an Effective Cooling-Off Period has been observed; and

10) The Seller shall not, after the execution of this Plan, attempt to exercise any authority, influence or control over any sales of Stock effected by CGMI pursuant to this Plan.

D) Exchange Act Filings

The Seller agrees to make all filings required by the Exchange Act in connection with this Plan. CGMI will not be required to: (i) make any of these filings on the Seller’s behalf, (ii) review any Exchange Act filing made by the Seller, or (iii) determine whether any Exchange Act filing by the Seller has been made on a timely basis. CGMI will not be liable to the Seller for any misstatement, omission, or defect in any of these filings.

E) Indemnification and Limitation of Liability; No Advice

1) The Seller agrees to indemnify, defend and hold harmless CGMI (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees and costs) arising out of or attributable to: (a) any material breach by the Seller of its obligation under this Plan, (b) the material incorrectness or inaccuracy of any of the Seller’s representations and warranties (including the representation required by Section (B)(1) of this Plan), and (c) any material violation by the Seller of the applicable laws or regulations relating to this Plan or the transactions contemplated by this Plan. This indemnification will survive the termination of this Plan. The Seller will have no indemnification obligation in the case of gross negligence or willful misconduct of CGMI or any other indemnified persons.

2) Regardless of any other term or condition of this Plan, CGMI will not be liable to the Seller for: (a) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (b) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions, acts of war (whether or not declared), acts of terrorism, or other causes commonly known as “acts of God”. In addition, CGMI will not be liable to the Seller in the event sales of Stock made in accordance with the terms of this Plan violate the Issuer’s insider trading policies.

3) The Seller acknowledges that CGMI has not provided the Seller with any tax, accounting or legal advice with respect to this Plan, including whether the Seller would be entitled to any of the affirmative defenses under Rule 10b5-1.

F) Governing Law

This Plan will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

G) Entire Agreement

This Plan (including Schedule A) reflects the entire agreement between the parties concerning the sale of Stock under Rule 10b5-1, and supersedes any previous or contemporaneous agreements or promises concerning these sales, whether written or oral. In the event of a conflict between the terms and conditions of this Plan and the terms and conditions of; (i) any other agreement between the Seller and CGMI concerning sales of Stock under Rule 10b5-1, or (ii) any written instructions provided by the Issuer to the Seller concerning this Plan or Rule 10b5-1 plans in general, the terms and conditions of this Plan will govern.

H) Assignment

This Plan and the rights and obligations thereunder may not be assigned by Seller without written permission of CGMI. Assignment of this Plan and the rights and obligations thereunder, may not be assigned by CGMI without the consent of Seller, except that CGMI may assign this Plan without Seller’s permission or consent to a broker-dealer who succeeds to the business of CGMI as a result of any acquisition, merger, consolidation, joint venture or other business combination.

I) Enforceability in the Event of Bankruptcy

The Seller and CGMI acknowledge and agree that this Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code (“Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

J) Confidentiality

CGMI will maintain the confidentiality of the Plan and will not disclose the specific terms of this Plan to any person or entity, except: (i) to employees, directors, officers, agents and advisors of CGMI and its affiliates or the Issuer who have a legitimate business need to know such information (including, for the avoidance of doubt, to the extent necessary for the Issuer to comply with any disclosure obligations applicable to it), (ii) to any governmental agency having jurisdiction over CGMI or any self-regulatory organization of which CGMI is a member, or (iii) to any other person or entity to the extent such disclosure is required by law or by a subpoena issued by a court of competent jurisdiction.

K) Method of Communication

Except as otherwise specifically provided in this Plan, any communications required or permitted hereunder may be in writing or made orally, provided that any communications made orally must be confirmed in writing within one business day of such communication.

All notices to CGMI under this Plan shall be provided to:

Matthew T. Morris

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All notices to Seller under this Plan shall be provided to:

Csaba Horváth

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L) Issuer Insider Trading Policy

The Seller hereby represents that (i) the Seller has disclosed to the Issuer its intention to enter into the Plan, and (ii) the Issuer has not raised concerns regarding the Plan as being inconsistent with the Issuer’s insider trading policy.

M) Counterpart Signatures

This Plan may be signed in any number of counterparts, each of which taken together will be deemed an original and part of the same Plan.

KINETIK S.À.R.L		CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Csaba Horváth	By:	/s/ Matthew T. Morris
Name:	Csaba Horváth	Name:	Matthew T. Morris
Title:	Manager	Title:	Director