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”).
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”).
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...Indenture • April 14th, 2023 • Nikola Corp • 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).
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”).
VectoIQ Acquisition Corp. Mamaroneck, NY 10543Subscription Agreement • April 19th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Cowen Investments, LLC (the “Subscriber” or “you”) has made to purchase 4,301,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), up to 561,000 of which are 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 expected to be 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 below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
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 Common Stock, $0.0001 par value per share THIRD AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT October 31, 2024Equity Distribution Agreement • October 31st, 2024 • 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 Third Amended and Restated Equity Distribution Agreement between the Company and the Manager, dated October 31, 2024 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.
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”).
VectoIQ Acquisition Corp. Mamaroneck, NY 10543Subscription Agreement for Founder Shares • May 15th, 2018 • VectoIQ Acquisition Corp. • 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
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”).
20,000,000 Units VECTOIQ ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
Re: Executive Employment ArrangementExecutive Employment Arrangement • September 6th, 2022 • Nikola Corp • 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 September 30, 2021, effective as of August 30, 2022 (the “Effective Date”). On behalf of the Company, I am pleased to offer you the position of President of Energy, reporting to the Company’s President initially and as of January 1, 2023, reporting to the Company’s Chief Executive Officer. Your responsibilities include, but are not limited to, such employment duties as are usual and customary for this position and which are commensurate with the duties, authorities and responsibilities of persons in similar capacities in similar sized companies. At the Company’s request, you shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with expectations for your position.
VectoIQ Acquisition Corp. 1354 Flagler Drive Mamaroneck, NY 10543 Re: Initial Public Offering Ladies and Gentlemen:Underwriting 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
NIKOLA CORPORATION 2020 STOCK INCENTIVE PLAN (As amended on April 24, 2024)2020 Stock Incentive Plan • August 9th, 2024 • Nikola Corp • Motor vehicles & passenger car bodies • Delaware
The Plan was adopted by the Board of Directors on May 6, 2020, became effective on June 3, 2020 (the “Effective Date”), was amended on April 22, 2021, was amended on April 12, 2023, and was further amended on April 24, 2024. The Plan’s purpose is to attract, retain, incent and reward top talent through stock ownership to improve operating and financial performance and strengthen the mutuality of interest between eligible service providers and stockholders.
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
COWEN AND COMPANY, LLC 599 Lexington Ave., 27th Floor New York, New York 10022Advisory Agreement • May 7th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
20,000,000 Units VECTOIQ ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2018 • VectoIQ Acquisition Corp. • Blank checks • New York
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2024 • Nikola Corp • Motor vehicles & passenger car bodies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 19, 2024, 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”).
ContractS-Way Platform and Product Sharing Contract • 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.
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 REORGANIZATIONMerger Agreement • 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.
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 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 2026First Supplemental Indenture • 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”).
Nikola Corporation 133,333,334 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2023 • Nikola Corp • Motor vehicles & passenger car bodies • New York
Re: Executive Employment Agreement Dear Tom:Executive 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.
