INDEMNITY AGREEMENTIndemnity Agreement • January 5th, 2021 • Romeo Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 29, 2020, by and between Romeo Power, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ · ], 2019, is made and entered into by and among RMG Acquisition Corp., a Delaware corporation (the “Company”), RMG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ · ], 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”).
20,000,000 Units RMG Acquisition Corp. UNDERWRITING AGREEMENT February 7, 2019Underwriting Agreement • February 12th, 2019 • RMG Acquisition Corp. • Blank checks • New York
RMG Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms u
RMG Acquisition Corp. 50 West Street, Suite 40C New York, NY 10006RMG Acquisition Corp. • November 15th, 2018 • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 6, 2018 by and between RMG Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and RMG Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
RMG Acquisition Corp. New York, NY 10006 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), 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) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “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 shall be sold in the Public Offering pursuant to a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 2019, is made and entered into by and among RMG Acquisition Corp., a Delaware corporation (the “Company”), RMG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2019 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 (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 12th, 2019 • RMG Acquisition Corp. • Blank checks • 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”).
ROMEO POWER, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 13th, 2022 • Romeo Power, Inc. • Motor vehicle parts & accessories • New York
Romeo Power, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 19th, 2019 • RMG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 19, 2019, by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and Craig Broderick (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2019 • RMG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 2019, is made and entered into by and among RMG Acquisition Corp., a Delaware corporation (the “Company”), RMG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of January 16, 2019, by and among RMG Acquisition Corp., a Delaware corporation (the “Company”), RMG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and [PURCHASER], a [ ● ] (the “Purchaser”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 16th, 2022 • Romeo Power, Inc. • Motor vehicle parts & accessories • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 15, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ROMEO POWER, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
INDEMNITY AGREEMENTIndemnity Agreement • February 6th, 2020 • RMG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 5, 2020, by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and Steven Buffone (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER dated as of October 5, 2020 by and among RMG ACQUISITION CORP., RMG MERGER SUB, INC., and ROMEO SYSTEMS, INC.Agreement and Plan of Merger • October 5th, 2020 • RMG Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of October 5, 2020, is entered into by and among RMG Acquisition Corp., a Delaware corporation (“Acquiror”), RMG Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Romeo Systems, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 17th, 2018 • RMG Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of December 17, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and RMG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 5th day of October, 2020, by and among RMG Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below and as in effect on the date hereof).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • January 5th, 2021 • Romeo Power, Inc. • Miscellaneous electrical machinery, equipment & supplies
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of December 29, 2020, is entered into by and among Romeo Power, Inc. (formerly known as RMG Acquisition Corp.), a Delaware corporation (the “Company”), RMG Sponsor, LLC, a Delaware limited liability company (“RMG Sponsor”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each a “Stockholder,” and collectively with RMG Sponsor, the “Stockholders”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 1, dated as of November 18, 2020 (this “Amendment No. 1”) to the Agreement and Plan of Merger, dated as of October 5, 2020 (the “Merger Agreement”), by and among RMG Acquisition Corp., a Delaware corporation (“Acquiror”), RMG Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Romeo Systems, Inc., a Delaware corporation (the “Company” and, together with Acquiror and Merger Sub, each, a “Party” and collectively, the “Parties”), is made and entered into by and among the Parties. Capitalized terms used but not defined in this Amendment No. 1 shall have the respective meanings ascribed to such terms in the Merger Agreement, which will remain in full force and effect as amended hereby.
Romeo Power, Inc. NOTICE OF RESTRICTED STOCK UNIT AWARDNotice of Restricted Stock Unit Award • April 15th, 2021 • Romeo Power, Inc. • Motor vehicle parts & accessories • Delaware
Romeo Power, Inc. (“Company”) has awarded to you (“Participant”) restricted stock units (“RSUs”) covering the number of Shares set forth below (the “RSU Award”) under the Romeo Power, Inc. 2020 Long-Term Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the RSUs consists of (a) this Notice of Restricted Stock Unit Award (this “Notice”), and (b) the attached Standard Terms and Conditions for Restricted Stock Units (RSUs) (the “RSU Terms and Conditions”). Capitalized terms used but not defined in this Award Agreement will have the same meanings specified in the Plan.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 1st, 2022 • Romeo Power, Inc. • Motor vehicle parts & accessories
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 1st, 2022 • Romeo Power, Inc. • Motor vehicle parts & accessories • 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.
Loan and Security AgreementLoan and Security Agreement • August 1st, 2022 • Romeo Power, Inc. • Motor vehicle parts & accessories • 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
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 5th, 2021 • Romeo Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This Executive Employment Agreement (“Agreement”) is made effective as of September 16, 2019 (“Effective Date”), by and between Romeo Systems Inc. (“Company”) and Lauren Webb (“Executive”).
Romeo Power, Inc. NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDBased Restricted Stock Unit Award • April 15th, 2021 • Romeo Power, Inc. • Motor vehicle parts & accessories • Delaware
Romeo Power, Inc. (“Company”) has awarded to you (“Participant”) performance-based restricted stock units (“PSUs”) covering the number of Shares set forth below (the “PSU Award”) under the Romeo Power, Inc. 2020 Long-Term Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the PSUs consists of (a) this Notice of Performance-Based Stock Unit Award (this “Notice”), and (b) the attached Standard Terms and Conditions for Performance-Based Restricted Stock Units (PSUs) (the “PSU Terms and Conditions”), including the Performance Vesting Terms. Capitalized terms used but not defined in this Award Agreement will have the same meanings specified in the Plan.
AMENDMENT NO. 1 TO THE SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE SECURITIES SUBSCRIPTION AGREEMENT, dated as of January 16, 2019 (this “Amendment”), is entered into by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and RMG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
August 5, 2021 Lionel Selwood, Jr. Delivered by e-mailLetter Agreement • August 6th, 2021 • Romeo Power, Inc. • Motor vehicle parts & accessories • California
This letter agreement (this “Agreement”) confirms the understanding you and Romeo Power, Inc. (“Romeo” or the “Company”) have reached concerning you transitioning from a full-time employee and officer of the Company to a part-time consultant with such consultancy to end no later than one hundred eighty (180) days after the Employment Termination Date (as defined below).
AMENDMENT NO. 1 TO THE SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • Delaware
THIS AMENDMENT NO. 1 TO THE SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 16, 2019 (this “Amendment”), is entered into by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and RMG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • November 19th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies
THIS AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Subscription Agreement, dated as of October 5, 2020, by and between Republic Services Alliance Group III, Inc. (the “Subscriber”), and RMG Acquisition Corp., a Delaware corporation (the “Issuer”) is made as of November 18, 2020 by and among the Subscriber, the Issuer and the Company (as defined below). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement, as amended by this Amendment.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • August 13th, 2021 • Romeo Power, Inc. • Motor vehicle parts & accessories
THIS SUPPLEMENTAL AGREEMENT (this “Agreement”) is entered into as of the [*] by and between Romeo Power, Inc. (the “Buyer”) and LG Energy Solution, Ltd. (the “Seller”) as a supplement to the Supply Agreement (defined below). Buyer and Seller may be referred to herein individually as a “Party” and collectively as the “Parties.”
ROMEO PRODUCT SUPPLY MASTER AGREEMENTProduct Supply Master Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • Colorado
This ROMEO PRODUCT SUPPLY MASTER AGREEMENT (this “Agreement”) is entered into as of July 13, 2020 by and between Romeo Systems, Inc., a Delaware corporation (“Romeo”) and Lightning Systems, Inc. (“Purchaser”), with reference to the following facts:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2021 • Romeo Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2020, is made and entered into by and among Romeo Power, Inc. (formerly known as RMG Acquisition Corp.), a Delaware corporation (the “Company”), RMG Sponsor, LLC, a Delaware limited liability company (“RMG Sponsor”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with RMG Sponsor and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, an “Existing Holder” and collectively, the “Existing Holders”), and the undersigned parties listed as a New Holder on the signature pages hereto (each such party, together with any other person deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, a “New Holder” and collectively, the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shal
SUPPLY AGREEMENTSupply Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • Arizona
This Supply Agreement (the “Agreement”) is entered into by and among Nikola Corporation (“Nikola”), a Delaware corporation and Romeo Systems, Inc. (“Romeo”), a Delaware corporation, effective as of August 28, 2020 (the “Effective Date”). Nikola or Romeo may be collectively referred to as the “Parties” or individually as a “Party.”
BATTERY RECYCLING AGREEMENTBattery Recycling Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • Delaware
This BATTERY RECYCLING AGREEMENT (this "Agreement") is made this 2nd day of October, 2020 (the "Effective Date") by and among Heritage Battery Recycling, LLC, an Indiana limited liability company, an affiliate of Heritage Environmental Services, Inc. (“HES”), having its principal office and place of business at 6510 Telecom Drive, Indianapolis, Indiana, 46278 ("HBR"), and Romeo Systems Inc., a Delaware corporation ("Romeo").
