0001104659-20-115278 Sample Contracts

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks

This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [___], 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”).1

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ROMEO PRODUCT SUPPLY MASTER AGREEMENT
Product 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:

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SUPPLY AGREEMENT
Supply 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.”

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BATTERY RECYCLING AGREEMENT
Battery 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").

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RMG Acquisition Corp. New York, New York 10006
Lock-Up Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • Delaware

This Lock-Up agreement (this “Agreement”) is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among RMG Acquisition Corp., a Delaware corporation (“RMG”), RMG Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Romeo Systems, Inc., a Delaware corporation (“Romeo”), dated as of October 5, 2020. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • California

This Executive Employment Agreement (“Agreement”) is made effective as of September 17, 2020 (“Effective Date”), by and between Romeo Systems Inc. (“Company”) and Lionel Selwood, Jr. (“Executive”).

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RMG Acquisition Corp. New York, New York 10006
Lock-Up Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks

This Lock-Up agreement (this “Agreement”) is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among RMG Acquisition Corp., a Delaware corporation (“RMG”), RMG Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Romeo Systems, Inc., a Delaware corporation (“Romeo”), dated as of October 5, 2020. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.

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SUPPORT AGREEMENT
Support Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • Delaware

This Support Agreement (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 and wholly owned subsidiary of Acquiror (“Merger Sub”), [•] (the “Stockholder”), and, for purposes of Sections 24 and 25, Romeo Systems, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (defined below).

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EMPLOYMENT AGREEMENT
Employment Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • California

This Employment Agreement (this “Agreement”), dated August 7, 2020, is entered into by and between Romeo Systems, Inc., a Delaware corporation (the “Company”), and Michael Patterson (“Executive”). For valuable consideration, the Company and Executive agree as set forth below.

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Joint Venture Operating Agreement Among BorgWarner Ithaca LLC, Romeo Systems, Inc. and BorgWarner Romeo Power LLC May 6, 2019
Joint Venture Operating Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • Delaware

TABLE OF CONTENTS ​ ​ ​ ARTICLE 1 DEFINITIONS 5 ​ ​ ​ 1.1 Definitions 5 1.2 Construction of Agreement and Interpretation 10 ​ ​ ARTICLE 2 NO AGENCY RELATIONSHIP 11 ​ ​ ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PARTIES 11 ​ ​ ​ 3.1 Representations and Warranties of Parties 11 ​ ​ ARTICLE 4 THE JOINT VENTURE COMPANY 12 ​ ​ ​ 4.1 Establishment of the JV 12 4.2 Name and Address of the JV 13 4.3 Limited Liability Company 13 4.4 Compliance with Applicable Laws 13 ​ ​ ARTICLE 5 THE BUSINESSES OF THE JV 14 ​ ​ ​ 5.1 The Business of the JV 14 5.2 Rights of First Refusal on Romeo Business Expansion 14 ​ ​ ARTICLE 6 CAPITAL AND FINANCING 15 ​ ​ ​ 6.1 Capital and Initial Contributions 15 6.2 Timing and Use of Initial Capital Contributions 17 6.3 Conditions Precedent to the Initial Contributions 17 6.4 BorgWarner Security Interest 18 6.5 Additional Financing 18 6.6 Change of Capital 18 6.7 Failure to Pay Additional Contribution 19 6.8 Participation Right 19 6.9 Transfers to Affiliates 21 6.10 Tra

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ARTICLE I – LEASE TERMS
Lease • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • California

___________________________ (the “Tenant”) hereby certifies to CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust (the “Landlord”) and __________________________, a(n) __________________________ (“Purchaser/Lender”) relating To (the “Project”) as follows:

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • California

This Executive Employment Agreement (“Agreement”) is made effective as of June 6, 2019 (“Effective Date”), by and between Romeo Systems Inc. (“Company”) and Abdul Kader El Srouji (“Executive”).

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ROMEO SYSTEMS, INC. PRODUCT SUPPLY MASTER AGREEMENT
Supply Master Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • California

This ROMEO PRODUCT SUPPLY MASTER AGREEMENT (this “Agreement”) is entered into as of September 8, 2020 by and between Romeo Systems, Inc., a Delaware corporation (“Romeo”) and Phoenix Cars LLC dba Phoenix Motorcars, a Delaware limited liability company (“Purchaser”), with reference to the following facts:

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INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • Delaware

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made as of the 6th day of May, 2019 (the “Effective Date”), by and among:

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 15th, 2020 • RMG Acquisition Corp. • Blank checks • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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 parties1 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 parties2 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 shall have

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