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 REORGANIZATIONMerger Agreement • 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
