FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 7th, 2018 • VectoIQ Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2018, by and between VECTOIQ ACQUISITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • February 28th, 2024 • Nikola Corp • Motor vehicles & passenger car bodies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 7, 2019, is by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 21st, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 15, 2018 by and between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 15, 2018, is made and entered into by and among VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), VectoIQ Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cowen Investments I LLC, a Delaware limited liability company and Cowen Investments II LLC, a Delaware limited liability company (collectively, “Cowen Investments” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Cowen Investments and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
NIKOLA CORPORATION, as the Company, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 11, 2023 8.00% / 11.00% Series B Convertible Senior PIK Toggle...Nikola Corp • April 14th, 2023 • Motor vehicles & passenger car bodies • New York
INDENTURE, dated as of April 11, 2023 among NIKOLA CORPORATION, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), the Guarantors party hereto from time to time and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
VectoIQ Acquisition Corp. Mamaroneck, NY 10543VectoIQ Acquisition Corp. • May 15th, 2018 • Blank checks • New York
Reference is made to (i) the Subscription Agreement for Founder Shares, dated February 14, 2018 (the “Original Subscription Agreement”), between VectoIQ Holdings, LLC (the “Subscriber” or “you”) and VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), pursuant to which the Subscriber purchased 4,301,000 shares (the “Initial Founder Shares”) of the Company’s common stock, $.0001 par value per share (“Common Stock”), up to 561,000 of which were initially subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”), as described in the Original Subscription Agreement, and (ii) the letter agreement, dated April 19, 2018, pursuant to which the Subscriber forfeited, for no consideration, an aggregate of 435,606 of the Ini
SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of April , 2018 between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), VectoIQ Holdings, LLC (the “Sponsor”) and [BlackRock Entity], a (the “Purchaser”).
COMMON STOCK PURCHASE AGREEMENT Dated as of September 24, 2021 by and between NIKOLA CORPORATION and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • September 27th, 2021 • Nikola Corp • Motor vehicles & passenger car bodies • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of September 24, 2021 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Nikola Corporation, a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2021 • Nikola Corp • Motor vehicles & passenger car bodies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2021, is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Nikola Corporation, a Delaware corporation (the “Company”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • May 21st, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
THIS UNIT PURCHASE AGREEMENT, dated as of May 15, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), and VectoIQ Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
NIKOLA CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 12, 2023 8.25% Green Convertible Senior Notes due 2026Indenture • December 12th, 2023 • Nikola Corp • Motor vehicles & passenger car bodies • New York
This Supplemental Indenture (as defined below) is being executed and delivered pursuant to Sections 201, 301 and 901(6) of the Base Indenture to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 8.25% Green Convertible Senior Notes due 2026 (the “Notes”).
29,910,715 Shares Nikola Corporation Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENT March 30, 2023Underwriting Agreement • March 31st, 2023 • Nikola Corp • Motor vehicles & passenger car bodies • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 8th, 2020 • Nikola Corp • Motor vehicles & passenger car bodies • Delaware
This Indemnification Agreement (the “Agreement”), dated as of _____________, between Nikola Corporation, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 21st, 2023 • Nikola Corp • Motor vehicles & passenger car bodies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 21, 2023, is by and among Nikola Corporation, a Delaware corporation with offices located at 4141 E Broadway Road, Phoenix, AZ 85040 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
20,000,000 Units VECTOIQ ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
Nikola Corporation Common Stock, $0.0001 par value per share AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT August 4, 2023Equity Distribution Agreement • August 4th, 2023 • Nikola Corp • Motor vehicles & passenger car bodies • New York
This Confirmation sets forth the terms of the agreement of Citigroup Global Markets Inc. (the “Manager”) with Nikola Corporation (the “Company”) relating to the sale of shares of the Company’s common stock, $0.0001 par value per share, pursuant to the Equity Distribution Agreement between the Company and the Manager, dated August 30, 2022, as amended and restated on August [ ], 2023 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.
VectoIQ Acquisition Corp. 1354 Flagler Drive Mamaroneck, NY 10543 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 21st, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), Cowen and Company, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), and Chardan Capital Markets, LLC, as qualified independent underwriter, relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (each, a “Unit”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units sha
Pablo Koziner Re: Executive Employment Arrangement Dear Pablo:Nikola Corp • February 25th, 2021 • Motor vehicles & passenger car bodies • Arizona
This Agreement will amend and restate your existing Employment Offer Letter with Nikola Corporation (the “Company”), dated as of May 26, 2020, effective as of December 22, 2020 (the “Effective Date”).
INVESTMENT AGREEMENT by and among NIKOLA CORPORATION, NIKOLA SUBSIDIARY CORPORATION and THE PARTIES LISTED HEREIN Dated as of April 30, 2022Investment Agreement • June 3rd, 2022 • Nikola Corp • Motor vehicles & passenger car bodies • New York
This INVESTMENT AGREEMENT (this “Agreement”), dated as of April 30, 2022 by and among Nikola Corporation, a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), Nikola Subsidiary Corporation, a Delaware corporation, and the several Purchasers listed on Schedule 1 hereto (together with their successors and permitted assigns, each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
NIKOLA CORPORATION 2020 STOCK INCENTIVE PLAN (As amended and restated on April 12, 2023)2020 Stock Incentive Plan • August 21st, 2023 • Nikola Corp • Motor vehicles & passenger car bodies • Delaware
NIKOLA CORPORATION 2020 STOCK INCENTIVE PLAN (Adopted by the Board of Directors on May 6, 2020) (Approved by the Stockholders on June 2, 2020) (Effective on June 3, 2020)2020 Stock Incentive Plan • June 8th, 2020 • Nikola Corp • Motor vehicles & passenger car bodies • Delaware
MASTER INDUSTRIAL AGREEMENT by and among CNH Industrial N.V., IVECO S.p.A, And NIKOLA Corporation Dated as of September 3, 2019Master Industrial Agreement • May 1st, 2020 • VectoIQ Acquisition Corp. • Truck & bus bodies • Delaware
THIS MASTER INDUSTRIAL AGREEMENT (this “Agreement”) is entered into as of September 3, 2019 by and among CNH Industrial N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (“CNHI”), Iveco S.p.A., a Società per Azioni organized and existing under the laws of Italy (“Iveco” and, collectively with CNHI, “CNHI/Iveco”) and Nikola Corporation, a Delaware corporation (“Nikola”). Nikola and CNHI/Iveco are referred to herein each individually as a “Party” and collectively as the “Parties.”
ContractTechnical Assistance Service Agreement • May 1st, 2020 • VectoIQ Acquisition Corp. • Truck & bus bodies • Delaware
[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 2nd, 2022 • Nikola Corp • Motor vehicles & passenger car bodies
This Tender and Support Agreement (this “Agreement”), dated as of July 30, 2022, is entered into by and between NIKOLA CORPORATION, a Delaware corporation (“Parent”), and each of the undersigned stockholders (each, a “Stockholder”) of ROMEO POWER, INC., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • August 2nd, 2022 • Nikola Corp • Motor vehicles & passenger car bodies • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 30, 2022, by and among NIKOLA CORPORATION, a Delaware corporation (“Nikola”), J PURCHASER CORP., a Delaware corporation (“Purchaser”), and ROMEO POWER, INC., a Delaware corporation (“Romeo”). Nikola, Purchaser and Romeo may each be referred to herein individually as a “Party” and collectively as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A.
COWEN AND COMPANY, LLC 599 Lexington Ave., 27th Floor New York, New York 10022 May 15, 2018Cowen and Company • May 21st, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby VectoIQ Acquisition Corp., a Delaware corporation (“Company”), has requested Cowen and Company, LLC and Chardan Capital Markets, LLC (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-224351) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2022 • Nikola Corp • Motor vehicles & passenger car bodies • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, modified, supplemented or restated from time to time, this “Agreement”) is entered into as of the date set forth above (the “Effective Date”) by and among Nikola Corporation, a Delaware corporation (the “Lender”), and the borrowers named above (individually, a “Borrower” and collectively, the “Borrowers”). Concurrently with the execution of this Agreement, Lender, J Purchaser Corp. and Romeo Power, Inc. are entering into an Agreement and Plan of Merger and Reorganization dated as the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”). The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be interpreted to express a command. The word “or” is not exclusive. Capitalize
OFFICE LEASE By and Between DARED 90 LLC, an Arizona limited liability company, as Landlord and NIKOLA CORPORATION, a Delaware corporation, as TenantOffice Lease • March 13th, 2020 • VectoIQ Acquisition Corp. • Blank checks • Arizona
NIKOLA CORPORATION, as the Company, NIKOLA SUBSIDIARY CORPORATION, as Guarantor AND as Trustee THIRD SUPPLEMENTAL INDENTURE June 23, 2023Nikola Corp • August 4th, 2023 • Motor vehicles & passenger car bodies • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of June 23, 2023 (this “Supplemental Indenture”), among NIKOLA CORPORATION, a Delaware corporation, as issuer (the “Company”), NIKOLA SUBSIDIARY CORPORATION, a Delaware corporation, as guarantor (the “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S. Bank”), as trustee (the “Trustee”), to the Indenture, dated as of June 1, 2022, as amended and supplemented by that certain First Supplemental Indenture, dated as of April 3, 2022 and that certain Second Supplemental Indenture, dated as of April 10, 2023 (the “Original Indenture” and, as amended, supplemented and otherwise modified by this Supplemental Indenture, the “Indenture”), among the Company, the Guarantor and the Trustee.
Nikola Corporation 133,333,334 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2023 • Nikola Corp • Motor vehicles & passenger car bodies • New York
AGREEMENTAgreement • September 21st, 2020 • Nikola Corp • Motor vehicles & passenger car bodies • Arizona
THIS AGREEMENT (the “Agreement”), is made as of September 20, 2020 by and between Nikola Corporation, a Delaware corporation (the “Company”), and Trevor Milton (the “Executive” and together with the Company, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2022 • Nikola Corp • Motor vehicles & passenger car bodies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 30, 2022, is by and among Nikola Corporation, a Delaware corporation with offices located at 4141 E Broadway Road, Phoenix, AZ 85040 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Re: Executive Employment Agreement Dear Tom:Employment Agreement • March 4th, 2024 • Nikola Corp • Motor vehicles & passenger car bodies • Arizona
AMENDED AND RESTATED EUROPEAN ALLIANCE AGREEMENT dated as of February 28, 2020 between NIKOLA CORPORATION, IVECO S.p.A., and solely with respect to Sections 9.5 and 16.18, CNH INDUSTRIAL N.V.European Alliance Agreement • May 1st, 2020 • VectoIQ Acquisition Corp. • Truck & bus bodies • England and Wales
THIS AMENDED AND RESTATED EUROPEAN ALLIANCE AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2020, by and between Iveco S.p.A., a corporation duly organized and validly existing under the laws of the Republic of Italy, having its principal place of business at, Turin, Italy (“Iveco”) and a wholly-owned subsidiary of CNH Industrial N.V., a public limited liability company incorporated under the laws of the Netherlands (“CNH Industrial”), Nikola Corporation, a corporation duly organized and validly existing under the laws of Delaware, having its principal place of business at Phoenix, Arizona (“Nikola”), and solely with respect to Sections 9.5 and 16.18, CNH Industrial.
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of May 14, 2018 between VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), and PSAM WorldArb Master Fund Ltd., a Cayman Islands exempted limited company (the “Purchaser”).
