INDEMNITY AGREEMENTIndemnity Agreement • January 18th, 2019 • DiamondPeak Holdings Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January [_], 2019, is made and entered into by and among DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), DiamondPeak 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
25,000,000 Units DiamondPeak Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
DiamondPeak Holdings Corp., a Delaware corporation (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 (the “Representative”) are acting as representative, 25,000,000 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 3,750,000 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. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
DiamondPeak Holdings Corp.DiamondPeak Holdings Corp. • November 21st, 2018 • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 13, 2018 by and between DiamondPeak Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and DiamondPeak Holdings 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:
DiamondPeak Holdings Corp. 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen:Letter Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks
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 among DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), 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 28,750,000 of the Company’s units (including up to 3,750,000 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 registrati
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 27, 2019, is made and entered into by and among DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), DiamondPeak 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
WARRANT AGREEMENT between DIAMONDPEAK HOLDINGS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2019, is by and between DiamondPeak Holdings 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”).
OPEN MARKET SALE AGREEMENTSMLordstown Motors Corp. • November 7th, 2022 • Motor vehicles & passenger car bodies • New York
Lordstown Motors Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Shares”), in an aggregate amount of up to 50,200,000 shares of Common Stock on the terms set forth in this agreement (this “Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 3rd, 2020 • DiamondPeak Holdings Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 1, 2020, by and between DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 27, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), and DiamondPeak Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of __, 2019 between DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), DiamondPeak Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and [BlackRock Entity] (the “Purchaser”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • July 26th, 2021 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 23, 2021 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LORDSTOWN MOTORS CORP., a company incorporated under the laws of the State of Delaware (the “Company”).
WARRANT AGREEMENT between DIAMONDPEAK HOLDINGS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • February 14th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2019, is by and between DiamondPeak Holdings 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”).
REGISTRATION RIGHTS AGREEMENT by and among FOXCONN VENTURES PTE. LTD. and LORDSTOWN MOTORS CORP. Dated as of November 22, 2022Registration Rights Agreement • November 22nd, 2022 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 22, 2022, by and between Lordstown Motors Corp., a Delaware corporation (the “Company”), and Foxconn Ventures Pte. Ltd., a private company limited by shares established under the laws of Singapore (together with its respective successors and assigns, the “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Investor and any other party that may become a party hereto pursuant to Section 9(c) are referred to collectively as the “Stockholders” and individually each as a “Stockholder”.
Amended and Restated Employment AgreementEmployment Agreement • July 12th, 2022 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Ohio
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of July 12, 2022 (the “Effective Date”), is by and between Lordstown Motors Corp., a Delaware corporation (“Company”), and Edward T. Hightower (“Executive”). Certain capitalized terms shall have the meaning given to them in Section 7 below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2024 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
This INDEMNIFICATION AGREEMENT is made this [ ] day of [ ] (the “Agreement”) by and between Lordstown Motors Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Amendment to Employment AgreementEmployment Agreement • October 29th, 2020 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Ohio
This Amendment to Employment Agreement (this “Amendment”), made and entered into as of July 31, 2020, by and between Lordstown Motors Corp., a Delaware corporation (“Company”) and Julio Rodriguez (“Executive”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 29th, 2020 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
This INDEMNIFICATION AGREEMENT is made this [ ] day of [ ] (the “Agreement”) by and between Lordstown Motors Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 29th, 2020 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • New York
This FIRST AMENDMENT TO LICENSE AGREEMENT (this “First Amendment”) is made and entered into effective as of the 21st day of July, 2020, by and between ELAPIIE PROPULSION TECHNOLOGIES LTD., a Slovenian limited corporation, with offices located at Teslova Ulica 30, 1000 Ljubjana, Slovenia (“Licensor” or “Elaphe”), and LORDSTOWN MOTORS CORP, a Delaware corporation, with offices located at 2300 Hallock-Young Road, S.W., Lordstown Ohio 44481, or its designated Affiliate (“Licensee” or “LMC”) (collectively, the “Parties,” or each, individually, a “Party”).
Mr. Keith Feldman June 8, 2021Lordstown Motors Corp. • June 14th, 2021 • Motor vehicles & passenger car bodies • New York
DIAMONDPEAK HOLDING CORP.DiamondPeak Holdings Corp. • March 5th, 2019 • Blank checks • New York
This letter agreement by and between DiamondPeak Holding Corp. (the “Company”) and DiamondPeak Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTMENT AGREEMENT by and between LORDSTOWN MOTORS CORP. and FOXCONN VENTURES PTE. LTD. Dated as of November 7, 2022Investment Agreement • November 7th, 2022 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
INVESTMENT AGREEMENT, dated as of November 7, 2022 (this “Agreement”), by and between Lordstown Motors Corp., a Delaware corporation (the “Company”), and Foxconn Ventures Pte. Ltd., a private company limited by shares established under the laws of Singapore (the “Investor”).
OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT Initial AwardOutside Director Restricted Stock Unit Agreement • March 25th, 2021 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
This OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of [__], 202[_] (the “Date of Grant”), by and between Lordstown Motors Corp., a Delaware corporation (the “Company”), and [_________________] (the “Participant”), pursuant to the Lordstown Motors Corp.2020 Equity Incentive Plan (the “Plan”).
ASSET PURCHASE AGREEMENT BY AND AMONG FOXCONN EV TECHNOLOGY, INC., LORDSTOWN EV CORPORATION AND LORDSTOWN MOTORS CORP. Dated as of November 10, 2021Asset Purchase Agreement • November 10th, 2021 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
THIS ASSET PURCHASE AGREEMENT is made as of November 10, 2021 (the “Effective Date”) by and between Lordstown EV Corporation, a Delaware corporation (“Seller”); Foxconn EV Technology, Inc., an Ohio corporation (“Purchaser”); solely for purposes of Sections 4.7 and 10.19, Lordstown Motors Corp., a Delaware corporation (“Parent”); and solely for purposes of Section 10.18, Foxconn (Far East) Limited, a Cayman Islands exempted company (“Guarantor” and together with Seller, Purchaser and Parent, each, a “Party” and collectively, the “Parties”). Certain capitalized terms used herein are defined in Article I.
NOTE, GUARANTY AND SECURITY AGREEMENTLordstown Motors Corp. • May 12th, 2022 • Motor vehicles & passenger car bodies • New York
FOR VALUE RECEIVED, each of LORDSTOWN EV CORPORATION, a Delaware corporation (the “Issuer”), LORDSTOWN EV SALES LLC, a Delaware limited liability company (“Sales”), and LORDSTOWN MOTORS CORP., a Delaware corporation (the “Parent” and together with Sales, the “Guarantors”; the Guarantors and the Issuer, together collectively, the “Note Parties”), hereby unconditionally promises to pay to [FOXCONN EV TECHNOLOGY, INC., an Ohio corporation], or its successors and assigns (the “Payee”), the principal amount set forth in Section 3 hereto, together with interest thereon as provided in Section 2 hereof, on the Maturity Date (as defined below), on the terms and subject to the conditions provided herein. The Issuer and the Payee intend that this Note, Guaranty and Security Agreement (this “Note”) constitute indebtedness for all federal, state and local income tax purposes and agree not to take any positions contrary to the foregoing characterization of the Note.
AMENDMENT TO ASSET TRANSFER AGREEMENTAsset Transfer Agreement • October 29th, 2020 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
THIS ASSET TRANSFER AGREEMENT is made as of November 7, 2019 by and between General Motors LLC, a Delaware limited liability company (“Seller”), and Lordstown Motors Corp., a corporation organized under the laws of the State of Delaware (“Purchaser” and, together with Seller, the “Parties”). Certain capitalized terms used herein are defined in Article I.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • August 15th, 2023 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
THIS SETTLEMENT AGREEMENT AND RELEASE (including all Exhibits, this “Agreement”) is made and entered into as of August 14, 2023, by and among Lordstown Motors Corp. (“LMC”), Lordstown EV Corporation and Lordstown EV Sales LLC (collectively, the “Debtors”), and Karma Automotive LLC (“Karma”). The Debtors and Karma are individually referred to herein as a “Party” and collectively as the “Parties.”
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. MANUFACTURING SUPPLY AGREEMENT...Manufacturing Supply Agreement • May 12th, 2022 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Ohio
This Manufacturing Supply Agreement (“Agreement”) is entered into by and between Foxconn EV System LLC, a Ohio limited liability company, having offices at 4568 Mayfield Road, Suite 204, Cleveland, Ohio 44121, and Lordstown EV Corporation, a Delaware corporation, having its offices at 2300 Hallock Young Road, Lordstown, Ohio 44481. Supplier and Company are each referred to herein as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGER by and among DIAMONDPEAK HOLDINGS CORP. DPL MERGER SUB CORP. and LORDSTOWN MOTORS CORP. Dated as of August 1, 2020 NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DRAFT AGREEMENT...Joinder Agreement • August 3rd, 2020 • DiamondPeak Holdings Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of August 1, 2020 (the “Execution Date”), is entered into by and among DiamondPeak Holdings Corp., a Delaware corporation (“Parent”), DPL Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Lordstown Motors Corp., a Delaware corporation (the “Company”). Each of the signatories to this Agreement referred to herein as a “Party” or, collectively, as the “Parties”.
SEVERANCE SETTLEMENT AGREEMENTSeverance Settlement Agreement • February 29th, 2024 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
This Severance Settlement Agreement (the “Agreement”) is entered into between Lordstown Motors Corp., a Delaware corporation (“LMC” and together with Lordstown EV Corporation and Lordstown EV Sales LLC, the “Company”), and Melissa Leonard, (“Employee”), as of the 27th day of December, 2023 (the “Agreement Date”). Each of Company and Employee is a “Party” and, collectively, constitute the Parties”.
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 12th, 2022 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with Section 13.4, this “Agreement”), dated as of May 11, 2022, by and among MIH EV Design LLC, a Delaware limited liability company (the “Company”), Foxconn EV Technology, Inc., an Ohio corporation (“FX”), and Lordstown EV Corporation, a Delaware corporation (“LMC” and, together with FX and any additional Person who is admitted as a member of the Company in accordance with this Agreement, the “Members” or each a “Member”). Capitalized terms used herein shall have the respective meanings ascribed to such terms in Article I.
Facilities and Support AgreementFacilities and Support Agreement • October 29th, 2020 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • New York
This Facilities and Support Agreement (this “Agreement”), effective as of March __, 2020 (the “Effective Date”), is by and between ELAPHE PROPULSION TECHNOLOGIES LTD., a Slovenian limited corporation, with offices located at Teslova Ulica 30, 1000 Ljubljana, Slovenia (“Consultant” or “Elaphe”), and LORDSTOWN MOTORS CORP., a Delaware corporation, with offices located at 2300 Hallock-Young Road, S.W., Lordstown Ohio 44481 (“Owner” “LMC”) (collectively, the “Parties,” or each, individually, a “Party”).
AGREEMENT IN PRINCIPLEAgreement in Principle • October 1st, 2021 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
THIS AGREEMENT IN PRINCIPLE, dated as of September 30, 2021 (this “Agreement”), is among Foxconn Asset Management LLC, a California limited liability company (“Buyer”), and Lordstown EV Corporation, a Delaware corporation (“LEVC”), and solely for purposes of Section 3, Section 9, Section 10, Section 13 and Section 17, Lordstown Motors Corp., a Delaware corporation (“LMC”). Buyer and LEVC collectively are referred to as the “Parties” and each is referred to as a “Party”.
Amended and restated Registration Rights and Lockup AgreementJoinder Agreement • October 29th, 2020 • Lordstown Motors Corp. • Motor vehicles & passenger car bodies • Delaware
This Amended and Restated Registration Rights and Lockup Agreement (this “Agreement”), is made as of August 1, 2020, by and among DiamondPeak Holdings Corp., a Delaware corporation (“Parent”), and each of the parties listed on Schedule A that is a signatory hereto (each, a “Stockholder” and collectively, the “Stockholders”) and will be effective as of the Effective Time (as defined in the Merger Agreement (as defined below)) or, in respect of any Stockholder that executes this Agreement thereafter, at the time of such execution. Any capitalized terms used but not defined herein will have the meaning ascribed to such term in the Merger Agreement.
