Exhibit 10.1


 


Execution Version


 


 


INVESTMENT AGREEMENT


 


by and between


 


LORDSTOWN MOTORS CORP.


 


and


 


FOXCONN VENTURES PTE. LTD.


 


Dated as of November 7, 2022 


 


 






     


     


    

 


Table
of Contents


 


Page


 


	Article I
	 
	Definitions
	 
	Section 1.01	Definitions	1
	 	 	 
	Article II
	 
	Purchase
    and Sale
	 
	Section 2.01	Purchase and Sale	10
	Section 2.02	Initial Closing	11
	Section 2.03	Subsequent Common Closing	11
	Section 2.04	Subsequent Preferred Closings	12
	 	 	 
	Article III
	 
	Representations
    and Warranties of the Company
	 
	Section 3.01	Organization; Standing	13
	Section 3.02	Capitalization	14
	Section 3.03	Authority; Noncontravention	15
	Section 3.04	Governmental Approvals	16
	Section 3.05	Company SEC Documents; Undisclosed Liabilities	16
	Section 3.06	Absence of Certain Changes	18
	Section 3.07	Legal Proceedings	18
	Section 3.08	Compliance with Laws; Permits	18
	Section 3.09	Tax Matters	20
	Section 3.10	No Rights Agreement; Anti-Takeover Provisions	20
	Section 3.11	Brokers and Other Advisors	20
	Section 3.12	Sale of Securities	20
	Section 3.13	Listing and Maintenance Requirements	21
	Section 3.14	Certain Material Indebtedness	21
	Section 3.15	Ability to Pay Dividends	21
	Section 3.16	IP; Security	21
	Section 3.17	Environmental Matters	21
	Section 3.18	Employee Matters	22
	Section 3.19	Real and Personal Property	22
	Section 3.20	Insurance	23
	Section 3.21	Investment Company Status	23
	Section 3.22	No Other Company Representations or Warranties	23
	Section 3.23	No Other Investor Representations or Warranties	24



 






    i 


     


    

 


	Article IV
	 
	Representations
    and Warranties of the Investor
	 
	Section 4.01	Organization; Standing	24
	Section 4.02	Authority; Noncontravention	24
	Section 4.03	Governmental Approvals	25
	Section 4.04	Sufficiency of Funds	25
	Section 4.05	Ownership of Company Stock	25
	Section 4.06	Brokers and Other Advisors	26
	Section 4.07	Non-Reliance on Company Estimates, Projections, Forecasts,
    Forward-Looking Statements and Business Plans	26
	Section 4.08	Purchase for Investment	26
	Section 4.09	No Other Investor Representations or Warranties	27
	Section 4.10	No Other Company Representations or Warranties	27
	 	 	 
	Article V
	 
	Additional
    Agreements
	 
	Section 5.01	Negative Covenants	28
	Section 5.02	Regulatory Filings	29
	Section 5.03	Corporate Actions	31
	Section 5.04	Public Disclosure	32
	Section 5.05	Confidentiality	33
	Section 5.06	Nasdaq Listing of Shares	33
	Section 5.07	Standstill	34
	Section 5.08	Legend	36
	Section 5.09	Election of Directors	36
	Section 5.10	Voting	39
	Section 5.11	Tax Matters	40
	Section 5.12	Use of Proceeds	41
	Section 5.13	Participation Rights	41
	Section 5.14	Additional Rights	44
	Section 5.15	Available Registration Statement	44
	Section 5.16	Section 16 Matters	45
	Section 5.17	Information Rights	45
	Section 5.18	Exclusivity	46
	Section 5.19	Investor Information	47
	Section 5.20	EV Program	48
	 	 	 
	Article VI
	 
	Conditions
    to ClosingS
	 
	Section 6.01	Conditions to the Obligations of the Company and the
    Investor	48
	Section 6.02	Conditions to the Obligations of the Company	48
	Section 6.03	Conditions to the Obligations of the Investor	49
	Section 6.04	Additional Conditions to the Obligations of the Company
    and the Investor to Effect the Subsequent Common Closing	49
	Section 6.05	Additional Conditions to the Obligations of the Investor
    to Effect the Second Preferred Closing and the Third Preferred Closing	50



 






    ii 


     


    

 


	Article VII
	 
	Termination;
    Survival
	 
	Section 7.01	Termination	50
	Section 7.02	Effect of Termination	51
	Section 7.03	Survival	51
	 	 	 
	Article VIII
	 
	Miscellaneous
	 
	Section 8.01	Amendments; Waivers	51
	Section 8.02	Extension of Time, Waiver, Etc.	51
	Section 8.03	Assignment	52
	Section 8.04	Counterparts	52
	Section 8.05	Entire Agreement; No Third-Party Beneficiaries	52
	Section 8.06	Governing Law; Jurisdiction	52
	Section 8.07	Specific Enforcement	53
	Section 8.08	WAIVER OF JURY TRIAL	53
	Section 8.09	Notices	54
	Section 8.10	Severability	55
	Section 8.11	Expenses	55
	Section 8.12	Interpretation	55



 


ANNEXES


 


	Annex I	–	Form of Certificate of Designations
	Annex II	–	Form of Registration Rights
    Agreement




 






     


     


    

  


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”).


 


WHEREAS, the Company desires to issue, sell and
deliver to the Investor, and the Investor desires to purchase and acquire from the Company, pursuant to the terms and conditions set
forth in this Agreement, an aggregate of (a) 39,772,727 shares of the Company’s Class A common stock, par value
$0.0001 per share (the “Common Stock”) and (b) 1,000,000 shares of the Company’s Series A Convertible
Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), having the designation, preferences,
conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions, as specified
in the form of Certificate of Designation, Preferences and Rights attached hereto as Annex I (the “Certificate of
Designations”);


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement hereby agree as follows:


 


Article I


 


Definitions


 


Section 1.01           Definitions.


 


(a)            As
used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:


 


“25% Beneficial Ownership Requirement”
means that the Investor Parties continue to beneficially own at all times shares of Common Stock, shares of Series A Preferred Stock
and/or shares of Common Stock that were issued upon conversion of shares of Series A Preferred Stock that represent, on an as-converted
basis, at least 25% of the number of shares of Common Stock, on an as-converted basis, acquired by the Investor Parties under this
Agreement.


 


“50% Beneficial Ownership Requirement”
means that the Investor Parties continue to beneficially own at all times shares of Common Stock, shares of Series A Preferred Stock
and/or shares of Common Stock that were issued upon conversion of shares of Series A Preferred Stock that represent, on an as-converted
basis, at least 50% of the number of shares of Common Stock, on an as-converted basis, acquired by the Investor Parties under this
Agreement.


 


“Acquired Shares” means, with
respect to any Closing, any Common Stock and Series A Preferred Stock acquired by the Investor at such Closing.


 


“Acquisition Proposal” means
any proposal or offer from any Person relating to any direct or indirect (i) sale, lease or other disposition directly or indirectly
by merger, consolidation, business combination, share exchange, joint venture or otherwise of assets of the Company or any of its Subsidiaries
representing 30% or more of the consolidated assets of the Company (other than sales of inventory in the ordinary course of business
and consistent with past practice); (ii) issuance, sale or other disposition, directly or indirectly (including by way of merger,
consolidation, business combination, share exchange, joint venture or any similar transaction), of securities (or options, rights or
warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 15% or more of any class of outstanding
voting securities of the Company (other than grants of Series A Preferred Stock, Company Stock Options and Company RSUs, Company
PSUs and Company Restricted Shares under the Company Stock Plans in the ordinary course of business to employees, officers or directors
of the Company or any of its Subsidiaries); (iii) tender offer or exchange offer as defined pursuant to the Exchange Act that, if
consummated, would result in any Person beneficially owning 15% or more of any class or series (or the voting power of any class or series)
of equity securities of the Company or any other transaction in which any Person shall acquire beneficial ownership or the right to acquire
beneficial ownership, of 15% or more of any class or series (or the voting power of any class or series) of equity securities; (iv) merger,
consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of
its Subsidiaries representing 30% or more of the consolidated assets of the Company; or (v) combination of the foregoing (in each
case, other than the Transactions).


 






     


     


    

 


“Affiliate” means, as to any
Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person; provided,
however, that the Company and its Subsidiaries shall not be deemed to be Affiliates of the Investor or any of its Affiliates.
For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under
common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management
or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.


 


“as-converted basis” means,
with respect to a Person or Persons, all outstanding shares of Common Stock beneficially owned by such Person or Persons, calculated
on a basis in which all shares of Common Stock issuable upon conversion of the outstanding shares of Series A Preferred Stock (at
the Conversion Rate in effect on such date as set forth in the Certificate of Designations and without regard to any of the limitations
on convertibility contained in Sections 6 and 8(f) of the Certificate of Designation) are assumed to be outstanding as of such date.


 


Any Person shall be deemed to “beneficially
own”, to have “beneficial ownership” of, or to be “beneficially owning” any securities
(which securities shall also be deemed “beneficially owned” by such Person) that such Person is deemed to “beneficially
own” within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act; provided that any Person shall be deemed
to beneficially own any securities that such Person has the right to acquire, whether or not such right is exercisable immediately (including
assuming conversion of all Series A Preferred Stock, if any, owned by such Person to Common Stock).


 


“Available Registration Statement”
shall mean, with respect to a Registration Statement as of a date, that (i) as of such date such Registration Statement is effective
for an offering to be made on a delayed or continuous basis, there is no stop order with respect thereto and the Company reasonably believes
that such Registration Statement will be continuously available for the resale of Registrable Securities for the next ten (10) Business
Days and (ii) as of such date and continuously for the next ten (10) Business Days, (a) there is not in effect a Postponement
Period or Quarterly Blackout Period (as each such term is defined in the Registration Rights Agreement) and (b) the Investor Parties
are not restricted by the holdback provision of Section 9(a) of the Registration Rights Agreement or any related “lock-up” agreement.


 






    2 


     


    

 


“Board” means the Board of
Directors of the Company.


 


“Business Day” means any day
except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York, Taipei, or Singapore are authorized or required
by Law to be closed.


 


“CFIUS” means the U.S. government’s
Committee on Foreign Investment in the United States.


 


“CFIUS Clearance” means the
Company and the Investor have received from CFIUS a written communication that (a) CFIUS has concluded that the Transactions are
not a “covered transaction” and not subject to review under applicable Law or (b) CFIUS has concluded the review of
the Transactions under Section 721 and determined that there are no unresolved national security concerns with respect to the Transactions.


 


“CFIUS Turndown” means (a) CFIUS
has informed the Company and the Investor in writing that it has unresolved national security concerns with respect to the Transactions
and that it intends to refer the matter to the President of the United States unless the Company and the Investor abandon the Transactions
or (b) CFIUS has informed the Company and the Investor in writing that mitigation that would have a Regulatory Material Adverse
Effect is required to address national security concerns with respect to the Transactions and the Investor does not agree to such mitigation.


 


“Code” means the United States
Internal Revenue Code of 1986, as amended.


 


“Common Stock” means the Class A
common stock, par value $0.0001 per share, of the Company.


 


“Company Charter” means the
Company’s certificate of incorporation, as amended to the date of this Agreement.


 


“Company Charter Documents”
means the Company Charter and the Company’s bylaws, as amended to the date of this Agreement.


 


“Company Plan” means each plan,
program, policy, agreement or other arrangement covering current or former employees, directors or consultants, that is (i) an employee
welfare plan within the meaning of Section 3(1) of ERISA, (ii) an employee pension benefit plan within the meaning of
Section 3(2) of ERISA, other than any plan which is a “multiemployer plan” (as defined in Section 4001(a)(3) of
ERISA), (iii) a stock option, stock purchase, stock appreciation right or other stock-based agreement, program or plan, (iv) an
individual employment, consulting, severance, retention or other similar agreement or (v) a bonus, incentive, deferred compensation,
profit-sharing, retirement, post-retirement, vacation, severance or termination pay, benefit or fringe-benefit plan, program, policy,
agreement or other arrangement, in each case that is sponsored, maintained or contributed to by the Company or any of its Subsidiaries
or to which the Company or any of its Subsidiaries contributes or is obligated to contribute to or has or may have any liability, other
than any plan, program, policy, agreement or arrangement mandated by applicable Law.


 






    3 


     


    

 


“Company PSU” means a restricted
stock unit of the Company that is initially subject to both time-based and performance-based vesting conditions.


 


“Company Restricted Share”
means a share of Common Stock that is subject to forfeiture conditions.


 


“Company RSU” means a restricted
stock unit of the Company subject solely to time-based vesting conditions.


 


“Company Stock Option” means
an option to purchase shares of Common Stock.


 


“Company Stock Plans” means
the 2020 Equity Incentive Plan, as amended from time to time, or any successor plan.


 


“Conversion Rate” has the meaning
set forth in the Certificate of Designations.


 


“COVID-19” means SARS-CoV-2
or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.


 


“DGCL” means the Delaware General
Corporation Law, as amended, supplemented or restated from time to time.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.


 


“EV Program” means the planning,
designing, engineering, developing, testing, industrializing, homologating, certifying, and launching of the electric and autonomous
vehicles contemplated under the Product Development and Engineering Services Agreement and the EV Program Agreement.


 


“EV Program Agreement” means
that certain EV Program Agreement to be entered into between the Company and the counterparty named in the Product Development and Engineering
Services Agreement entered into by the Company on or about the date hereof.


 


“EV Program Budget” means a
budget for the EV Program, which budget shall be prepared to reflect expenditures on a monthly basis.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“First Investor Board Seat Fall-Away”
means the first day on which the 50% Beneficial Ownership Requirement is not satisfied.


 






    4 


     


    

 


“Fraud” means actual common
law fraud in the making of a representation, warranty, or other statement committed by a Person making such representation, warranty,
or statement with the intent to deceive another Person, and to induce any Person to enter into this Agreement or any Transaction Document
and requires (a) a false representation, warranty, or statement of material fact; (b) actual knowledge or belief that such
representation, warranty, or statement is false; (c) an intention to induce such other Person to whom such representation, warranty,
or statement was made to act or refrain from acting in reliance upon it; (d) causing that Person, in justifiable reliance upon such
false representation, warranty, or statement to take or refrain from taking action; and (e) causing such Person or any party hereto
to suffer damage by reason of such reliance. For clarity, a claim for Fraud may only be made against such Person committing such Fraud,
it being understood that if a Representative of a party hereto commits Fraud, then such party shall be deemed to have committed such
Fraud.


 


“GAAP” means generally accepted
accounting principles in the United States, consistently applied.


 


“Governmental Authority” means
any government, court, regulatory or administrative agency, arbitrator (public or private), commission or authority or other legislative,
executive or judicial governmental entity (in each case including any self-regulatory organization), whether federal, state or local,
domestic, foreign or multinational.


 


“HSR Act” means the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.


 


“Intellectual Property” means
all intellectual property rights of any type in any jurisdiction, including any trademarks, service marks, trade names, Internet
domain names, logos, slogans, patents, copyrights and copyrightable works, rights in computer software (including source code and object
code) data, databases, and documentation thereof, trade secrets and confidential information, and know-how, technology, and inventions
(whether patentable or not) (together with all goodwill associated therewith and including any registrations or applications for registration
of any of the foregoing).


 


“Investor Designee” means an
individual designated in writing by the Investor to be nominated by the Company for election to the Board pursuant to Section 5.09(c) or
elected to the Board pursuant to Sections 5.09(a) or 5.09(d), as applicable, and following reasonable satisfaction
by such individuals of customary background checks.


 


“Investor Director” means a
member of the Board who was elected to the Board as an Investor Designee.


 


“Investor Material Adverse Effect”
means any effect, change, event or occurrence that has or would reasonably be expected to prevent or materially delay, interfere with,
hinder or impair (i) the consummation by the Investor of any of the Transactions on a timely basis or (ii) the compliance by
the Investor with its obligations under this Agreement.


 


“Investor Parties” means the
Investor and each Affiliate of the Investor to whom shares of Series A Preferred Stock or Common Stock are transferred.


 


“IT Assets” means all hardware,
software, code, systems, networks, websites, applications, databases and other information technology assets and equipment.


 






    5 


     


    

 


“Knowledge” means, with respect
to the Company, the actual knowledge, as of the date of this Agreement, of the individuals listed on Section 1.01 of the
Company Disclosure Letter.


 


“Liens” means any mortgage,
pledge, lien, charge, encumbrance, security interest, adverse ownership interest or other restriction of any kind or nature, whether
based on common law, statute or contract.


 


“Mandatory Conversion” has
the meaning set forth in the Certificate of Designations.


 


“Material Adverse Effect” means
any effect, change, event or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to (i) have
a material adverse effect on the business, assets, properties, financial condition or results of operation of the Company and its Subsidiaries,
taken as a whole; provided, however, that any changes or events resulting from the following items shall not be considered
when determining whether a Material Adverse Effect has occurred: (a) changes in economic, political, regulatory, financial or capital
market conditions generally or in the industries in which the Company and its Subsidiaries operate, (b) any acts of war, sabotage,
terrorist activities or changes imposed by a Governmental Authority associated with national security, (c) effects of epidemics,
pandemics or disease outbreaks (including the COVID-19 virus) or weather or meteorological events, (d) any change of Law, accounting
standards, regulatory policy or industry standards after the date of this Agreement, (e) the announcement, execution or delivery
of this Agreement or the consummation of the Transactions (it being understood that this clause (e) shall not apply to a breach
of any representation or warranty set forth in Section 3.01, Section 3.03 or Section 3.04), (f) any
actions taken by, or at the written request of, Investor or the Investor Parties and (g) any failure by the Company to meet
projections or forecasts or revenue or earnings predictions for any period (but, for the purposes of clarity, not the underlying cause
of such failure), except, solely with respect to clauses (a), (b), (c) and (d), to the extent the Company and its Subsidiaries,
taken as a whole, are materially and disproportionately affected thereby relative to other participants in the industry or industries
in which the Company and its Subsidiaries operate (in which case only the incremental material and disproportionate effect or effects
may be taken into account in determining whether there has been a Material Adverse Effect) or (ii) prevent or materially delay,
interfere with, hinder or impair (a) the consummation by the Company or its Subsidiaries of any of the Transactions on a timely
basis or (b) the compliance by the Company or its Subsidiaries with its respective obligations under this Agreement.


 


“MIH JV” means MIH EV Design
LLC, a Delaware limited liability company.


 


“MIH JV LLC Agreement” means
the Limited Liability Company Agreement of MIH JV, dated as of May 11, 2022, as amended.


 


“Nasdaq” means the NASDAQ Global
Select Market.


 


“Person” means an individual,
corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity,
including a Governmental Authority.


 






    6 


     


    

 


“Preferred Funding Milestones”
shall mean the EV Program milestones and deliverables required to be achieved by the Company before funding of each of the Second Tranche
Preferred Purchase and the Third Tranche Preferred Purchase.


 


“Purchase” means, collectively,
the Initial Purchase, the Subsequent Common Purchase, the Second Tranche Preferred Purchase and the Third Tranche Preferred Purchase.


 


“Purchase Price” means the
Initial Purchase Price, the Subsequent Common Purchase Price and the Subsequent Preferred Purchase Price.


 


“Registrable Securities” has
the meaning set forth in the Registration Rights Agreement.


 


“Registration Rights Agreement”
means that certain Registration Rights Agreement to be entered into by the Company and the Investor on the Initial Closing Date, the
form of which is set forth as Annex II hereto, as it may be amended, supplemented or otherwise modified.


 


“Registration Statement” has
the meaning set forth in the Registration Rights Agreement.


 


“Representatives” means, with
respect to any Person, its officers, directors, principals, partners, managers, members, employees, consultants, agents, financial advisors,
investment bankers, attorneys, accountants, other advisors, Affiliates and other representatives.


 


“SEC” means the Securities
and Exchange Commission.


 


“Second Investor Board Seat Fall-Away”
means the first day on which the 25% Beneficial Ownership Requirement is not satisfied.


 


“Section 721” means Section 721
of the Defense Production Act of 1950, as amended, and regulations that implement such provision.


 


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subsidiary”, when used with
respect to any Person, means any corporation, limited liability company, partnership, association, trust or other entity of which (x) securities
or other ownership interests representing more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50%
of the general partnership interests) or (y) sufficient voting rights to elect at least a majority of the board of directors or
other governing body are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person.


 


“Tax” means any and all United
States federal, state, local or non-United States taxes, fees, levies, duties, tariffs, imposts, and other similar charges (together
with any and all interest, penalties and additions to tax) imposed by any Governmental Authority, including taxes or other charges on
or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment,
social security, workers’ compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise,
withholding, ad valorem, stamp, transfer, value added or gains taxes; license, registration and documentation fees; and customs duties,
tariffs and similar charges, together with any interest or penalty, in addition to tax or additional amount imposed by any Governmental
Authority.


 






    7 


     


    

 


“Tax Return” means returns,
reports, claims for refund, declarations of estimated Taxes and information statements, including any schedule or attachment thereto
or any amendment thereof, with respect to Taxes filed or required to be filed with any Governmental Authority, including consolidated,
combined and unitary tax returns.


 


“Transaction Documents” means
this Agreement, the Certificate of Designations, the Registration Rights Agreement and all other documents, certificates or agreements
executed in connection with the transactions contemplated by this Agreement, the Certificate of Designations and the Registration Rights
Agreement.


 


“Transactions” means the Purchase
and the other transactions contemplated by this Agreement and the other Transaction Documents.


 


(b)            In
addition to the terms defined in Section 1.01(a), the following terms have the meanings assigned thereto in the Sections
set forth below:1


 


	Term	Section

	Action	3.07
	Agreement	Preamble
	Balance
    Sheet Date	3.05c)
	Bankruptcy
    and Equity Exception	3.03(a)
	Capitalization
    Date	3.02(a)
	Certificate
    of Designations	Recitals
	Closing	2.04(a)
	Closing
    Date	2.04(a)
	Company	Preamble
	Company
    Disclosure Letter	Article III
	Company
    Preferred Stock	3.02(a)
	Company
    SEC Documents	3.05(a)
	Company
    Securities	3.02(b)
	Confidential
    Information	5.05
	Contract	3.03(b)
	Draft
    CFIUS Notice	5.02(b)
	Environmental
    Laws	3.17
	Excluded
    Issuance	5.14(a)
	Filed
    SEC Documents	Article III



 


 






1 Note to Draft: To be updated once Agreement is final.


 






    8 


     


    

 


	Term	Section

	Initial
    Acquired Shares	2.01
	Initial
    Closing	2.02(a)
	Initial
    Closing Date	2.02(a)
	Initial
    Common Purchase Price	2.01
	Initial
    Preferred Purchase Price	2.01
	Initial
    Purchase	2.01
	Initial
    Purchase Price	2.01
	International
    Trade Laws	3.08(b)
	Investor	Preamble
	IRS	5.11
	Judgments	3.07
	Laws	3.08
	OFAC	3.08(b)
	Permits	3.08
	Proposed
    Securities	5.13(b)(i)
	Regulatory
    Material Adverse Effect	5.02(c)
	Restraints	6.01(a)
	Sanctions	3.08(b)
	Sanctioned
    Jurisdiction	3.08(b)
	Second
    Preferred Closing	2.04(a)
	Second
    Preferred Closing Date	2.04(a)
	Second
    Tranche Preferred Purchase 	2.01(c)
	Second
    Tranche Preferred Purchase Price	2.01(c)
	Second
    Tranche Preferred Shares	2.01(c)
	Series A
    Preferred Stock	Recitals
	Subsequent
    Common Closing	2.03(a)
	Subsequent
    Common Closing Date	2.03(a)
	Subsequent
    Common Purchase 	2.01(b)
	Subsequent
    Common Purchase Price	2.01(b)
	Subsequent
    Common Shares	2.01(b)
	Subsequent
    Preferred Closing	2.04(a)
	Subsequent
    Preferred Closing Dates	2.04(a)
	Subsequent
    Preferred Purchase	2.01(d)
	Subsequent
    Preferred Purchase Price	2.01(d)
	Subsequent
    Preferred Shares	2.01(d)
	Termination
    Date	7.01(b)
	Third
    Preferred Closing	2.04(a)
	Third
    Preferred Closing Date	2.04(a)
	Third
    Tranche Preferred Purchase 	2.01(d)
	Third
    Tranche Preferred Purchase Price	2.01(d)
	Third
    Tranche Preferred Shares	2.01(d)


 






    9 


     


    

 


Article II


 


Purchase
and Sale


 


Section 2.01           Purchase
and Sale.


 


(a)            On
the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled
to the benefit thereof) of the conditions set forth in Article VI, at the Initial Closing, the Investor shall purchase and
acquire from the Company, and the Company shall issue, sell and deliver to the Investor, (i) 12,917,274 shares of Common Stock (the
 “Initial Common Shares”) for a purchase price per share equal to $1.76 and an aggregate purchase price for the Initial
Common Shares of $22,734,402 (such aggregate purchase price, the “Initial Common Purchase Price”) and (ii) 300,000
shares of Series A Preferred Stock (the “Initial Preferred Shares”, together with the Initial Common Shares,
the “Initial Acquired Shares”) for a purchase price per share equal to $100 and an aggregate purchase price for the
Initial Preferred Shares of $30,000,000 (such aggregate purchase price, the “Initial Preferred Purchase Price”). The
aggregate purchase price for the Initial Acquired Shares shall be $52,734,402 (such aggregate purchase price, the “Initial Purchase
Price”). The purchase and sale of the Initial Acquired Shares pursuant to this Section 2.01(a) is referred
to as the “Initial Purchase”.


 


(b)            On
the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled
to the benefit thereof) of the conditions set forth in Article VI, at the Subsequent Common Closing, the Investor shall purchase
and acquire from the Company, and the Company shall issue, sell and deliver to the Investor, 26,855,453 shares of Common Stock (the “Subsequent
Common Shares”) for a purchase price per share equal to $1.76 and an aggregate purchase price for the Subsequent Common Shares
of $47,265,597 (such aggregate purchase price, the “Subsequent Common Purchase Price”). The purchase and sale of the
Subsequent Common Shares pursuant to this Section 2.01(b) is referred to as the “Subsequent Common Purchase”.


 


(c)            On
the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled
to the benefit thereof) of the conditions set forth in Article VI, at the Second Preferred Closing, the Investor shall purchase
and acquire from the Company, and the Company shall issue, sell and deliver to the Investor, 300,000 shares of Series A Preferred
Stock (the “Second Tranche Preferred Shares”) for a purchase price per share equal to $100 and an aggregate purchase
price for the Second Tranche Preferred Shares of $30,000,000 (such aggregate purchase price, the “Second Tranche Preferred Purchase
Price”). The purchase and sale of the Second Tranche Preferred Shares pursuant to this Section 2.01(c) is
referred to as the “Second Tranche Preferred Purchase”.


 


(d)            On
the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled
to the benefit thereof) of the conditions set forth in Article VI, at the Third Preferred Closing, the Investor shall purchase
and acquire from the Company, and the Company shall issue, sell and deliver to the Investor, 400,000 shares of Series A Preferred
Stock (the “Third Tranche Preferred Shares”, together with the Second Tranche Preferred Shares, the “Subsequent
Preferred Shares”) for a purchase price per share equal to $100 and an aggregate purchase price for the Third Tranche Preferred
Shares of $40,000,000 (such aggregate purchase price, the “Third Tranche Preferred Purchase Price”, together with
the Second Tranche Preferred Purchase Price, the “Subsequent Preferred Purchase Price”). The purchase and sale of
the Third Tranche Preferred Shares pursuant to this Section 2.01(d) is referred to as the “Third Tranche Preferred
Purchase” (and together with the Second Tranche Preferred Purchase, the “Subsequent Preferred Purchase”).


 






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Section 2.02           Initial
Closing.


 


(a)            On
the terms of this Agreement, the closing of the Initial Purchase (the “Initial Closing”) shall occur at 10:00 a.m. (New
York City time) on November 22, 2022, provided that all of the conditions to the Initial Closing set forth in Article VI
of this Agreement have been satisfied or, to the extent permitted by applicable Law, waived by the party entitled to the benefit
thereof (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the satisfaction
or waiver of those conditions at such time) on or before such date or if such conditions are not satisfied or waived on or before such
date, then on the first Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions
by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Initial Closing,
but subject to the satisfaction or waiver of those conditions at such time). The Initial Closing shall be conducted remotely via the
electronic exchange of documents and signatures, or at such other place, time or date as shall be agreed between the Company and the
Investor. The date on which the Initial Closing occurs is referred to herein as the “Initial Closing Date”.


 


(b)            At
the Initial Closing:


 


(i)            the
Company shall deliver to the Investor (1) the Initial Acquired Shares, free and clear of all Liens, except restrictions imposed
by the Certificate of Designations, applicable securities Laws and this Agreement and (2) the Registration Rights Agreement, duly
executed by the Company; and


 


(ii)            the
Investor shall (1) pay the Initial Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds,
to the account designated by the Company in writing and (2) deliver to the Company the Registration Rights Agreement, duly executed
by the Investor.


 


Section 2.03           Subsequent
Common Closing.


 


(a)            On
the terms of this Agreement, the closing of the Subsequent Common Purchase (the “Subsequent Common Closing”) shall
occur at 10:00 a.m. (New York City time) on the tenth (10th) Business Day after all of the conditions to the Subsequent
Common Closing set forth in Article VI of this Agreement have been satisfied or, to the extent permitted by applicable Law,
waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Subsequent
Common Closing, but subject to the satisfaction or waiver of those conditions at such time) and shall be conducted remotely via the electronic
exchange of documents and signatures, or at such other place, time or date as shall be agreed between the Company and the Investor (the
date on which the Subsequent Common Closing occurs, the “Subsequent Common Closing Date”).


 






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(b)            At
the Subsequent Common Closing:


 


(i)            the
Company shall deliver to the Investor the Subsequent Common Shares, free and clear of all Liens, except restrictions imposed by the Certificate
of Designations, applicable securities Laws and this Agreement; and


 


(ii)            the
Investor shall pay the Subsequent Common Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds,
to the account designated by the Company in writing.


 


(c)            The
respective obligations of the Company and the Investor to effect the Subsequent Common Purchase pursuant to Section 2.01(b) may
be terminated at any time prior to the Subsequent Common Closing:


 


(i)            by
either the Company or the Investor upon written notice to the other, if the Subsequent Common Closing has not occurred on or prior to
the first anniversary of the date of this Agreement; provided that the right to terminate the respective obligations of the Company
and the Investor to effect the Subsequent Common Purchase under this Section 2.03(c)(i) shall not be available to any
party if the breach by such party of its representations and warranties set forth in this Agreement or the failure of such party to perform
any of its obligations under this Agreement has been a principal cause of or resulted in the events specified in this Section 2.03(c)(i);
or


 


(ii)            by
either the Company or the Investor if there shall have been a CFIUS Turndown.


 


Section 2.04           Subsequent
Preferred Closings.


 


(a)            On
the terms of this Agreement, the closing of the Second Tranche Preferred Purchase (the “Second Preferred Closing”)
and the Third Tranche Preferred Purchase (the “Third Preferred Closing”, together with the Second Preferred Closing,
the “Subsequent Preferred Closings”; Subsequent Preferred Closings together with the Initial Closing and the Subsequent
Common Closing, the “Closings”, and each, a “Closing”) shall occur at 10:00 a.m. (New York
City time) on the tenth (10th) Business Day after all of the conditions to the Second Preferred Closing or the Third Preferred
Closing, as applicable, set forth in Article VI of this Agreement have been satisfied or, to the extent permitted by applicable
Law, waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at such
Subsequent Preferred Closing, but subject to the satisfaction or waiver of those conditions at such time) and shall be conducted remotely
via the electronic exchange of documents and signatures, or at such other place, time or date as shall be agreed between the Company
and the Investor. The date on which the Second Preferred Closing or the Third Preferred Closings occurs shall be referred to herein as
the “Second Preferred Closing Date” and the “Third Preferred Closing Date”, respectively, and collectively
as the “Subsequent Preferred Closing Dates” (the Subsequent Preferred Closing Dates, together with the Subsequent
Common Closing Date and the Initial Closing Date, the “Closing Dates”, and each, a “Closing Date”).


 






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(b)            At
each Subsequent Preferred Closing:


 


(i)            the
Company shall deliver to the Investor the Subsequent Preferred Shares for such Subsequent Preferred Closing, free and clear of all Liens,
except restrictions imposed by the Certificate of Designations, applicable securities Laws and this Agreement; and


 


(ii)            the
Investor shall pay the Subsequent Preferred Purchase Price for such Subsequent Preferred Closing to the Company, by wire transfer in
immediately available U.S. federal funds, to the account designated by the Company in writing.


 


Article III


 


Representations
and Warranties of the Company


 


The Company represents and warrants to the Investor
as of the date of this Agreement and as of each Closing (except to the extent made only as of a specified date, in which case such representation
and warranty is made as of such date) that, except as (A) set forth in the confidential disclosure letter delivered by the Company
to the Investor prior to the execution of this Agreement (the “Company Disclosure Letter”) (it being understood that
any information, item or matter set forth on one section or subsection of the Company Disclosure Letter shall be deemed disclosure with
respect to, and shall be deemed to apply to and qualify, the section or subsection of this Agreement to which it corresponds in number
and each other section or subsection of this Agreement to the extent that it is reasonably apparent on its face that such information,
item or matter is relevant to such other section or subsection) or (B) disclosed in any report, schedule, form, statement or other
document (including exhibits) filed with, or furnished to, the SEC (and remaining publicly available) after January 1, 2021 and
prior to the date hereof (the “Filed SEC Documents”), other than any risk factor disclosures in any such Filed SEC
Document contained in the “Risk Factors” section thereof or any forward-looking statements within the meaning of the Securities
Act or the Exchange Act thereof (it being acknowledged that nothing disclosed in the Filed SEC Documents shall be deemed to qualify or
modify the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.10 and 3.11):


 


Section 3.01           Organization;
Standing.


 


(a)            The
Company is a corporation duly organized and validly existing and in good standing under the Laws of the State of Delaware and has all
requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted, except (other than
with respect to the Company’s due organization and valid existence and good standing) as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company is duly licensed or qualified to do business and is in good standing
(where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the
character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where
the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. True and complete copies of the Company Charter Documents are included in the Filed SEC Documents.


 






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(b)            Each
of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under
applicable Law) under the Laws of the jurisdiction of its organization, except where the failure to be so organized, existing and in
good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company’s
Subsidiaries is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable
Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets
owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good
standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 3.02           Capitalization.


 


(a)            As
of the date hereof, the authorized capital stock of the Company consists of 450,000,000 shares of Common Stock and 12,000,000
shares of preferred stock, par value $0.0001 per share (“Company Preferred Stock”). At the close of business
on November 7, 2022 (the “Capitalization Date”), (i) 216,976,245 shares of Common Stock were issued and
outstanding (including 188,068 Company Restricted Shares), (ii) 5,558,316 shares of Common Stock were reserved and available
for issuance pursuant to the Company Stock Plans, (iii) 5,970,764 shares of Common Stock were subject to outstanding Company Stock
Options, (iv) 6,216,322 Company RSUs were outstanding pursuant to which a maximum of 6,216,322 shares of Common Stock could
be issued, (v) 682,500 Company PSUs were outstanding pursuant to which a maximum of 682,500 shares of Common Stock could be
issued (assuming maximum achievement of all applicable performance conditions), (vi) 500,000 shares of Class A common stock
may be issued in lieu of cash payment of annual bonus/performance unit awards under the Company Stock Plans, (vii) warrants to purchase
5,663,907 shares of Common Stock were issued and outstanding and (viii) no shares of Company Preferred Stock were issued or outstanding.


 


(b)            Except
as described in this Section 3.02, as of the Capitalization Date, there were (i) no outstanding shares of capital stock
of, or other equity or voting interests in, the Company, (ii) no outstanding securities of the Company convertible into or exercisable
or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (iii) no outstanding obligations,
options, warrants, rights, pledges, calls, puts, phantom equity, preemptive rights, or other rights, commitments or agreements to acquire
from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interests in, or any securities
convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company other
than obligations under the Company Plans in the ordinary course of business, (iv) no obligations of the Company to grant, extend
or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating
to any capital stock of, or other equity or voting interests in, the Company (the items in clauses (i), (ii), (iii) and (iv) being
referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries
to make any payments based on the price or value of any Company Securities. There are no outstanding agreements of any kind which obligate
the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities (other than pursuant to the
cashless exercise of Company Stock Options or the forfeiture or withholding of Taxes with respect to Company Stock Options, Company Restricted
Shares, Company RSUs or Company PSUs), or obligate the Company to grant, extend or enter into any such agreements relating to any Company
Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal
or similar rights with respect to any Company Securities. None of the Company or any Subsidiary of the Company is a party to any stockholders’
agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company
Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities. All outstanding
shares of Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and were not issued in violation
of any purchase option, call option, right of first refusal, subscription right, preemptive or similar rights of a third Person, the
Company Charter Documents or any agreement to which the Company is a party. All of the outstanding shares of capital stock or equity
interests of the Company’s Subsidiaries have been duly authorized, validly issued, fully paid and non-assessable and none of such
capital stock or equity interests are subject to or were issued in violation of any applicable Laws and are not subject to and have not
been issued in violation of any stockholders agreement, proxy, voting trust or similar agreement, or any preemptive rights, rights of
first refusal or similar rights of any Person, except as would not reasonably be expected to be material to the Company and its Subsidiaries,
taken as a whole.


 






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(c)            As
of each Closing, all of the Acquired Shares at such Closing, and the shares of Common Stock issuable upon conversion of any of such Acquired
Shares that are Series A Preferred Stock and any accrued dividends, will be, when issued, duly authorized by all necessary corporate
action on the part of the Company, validly issued, fully paid and nonassessable and issued in compliance with all applicable federal
and state securities Laws and will not be subject to preemptive rights of any other stockholder of the Company, and will be free and
clear of all Liens, except restrictions imposed by the Certificate of Designations, the Securities Act, any applicable securities Laws
and this Agreement. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common
Stock are as stated in the Company Charter Documents (including the Certificate of Designations) or as otherwise provided by applicable
Law. As of each Closing, all of the Acquired Shares acquired at such Closing and the shares of Common Stock issuable upon conversion
of any of such Acquired Shares that are Series A Preferred Stock (including any unpaid accrued dividends thereon) have been duly
reserved for issuance.


 


Section 3.03           Authority;
Noncontravention.


 


(a)            The
Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and the other Transaction Document
and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance
by the Company of this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly
authorized and approved by the Board and no other corporate action on the part of the Company is necessary to authorize the execution,
delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by it of the Transactions.
This Agreement has been, and at the Closing the other Transaction Documents to which the Company is party will be, duly executed and
delivered by the Company and, assuming due authorization, execution and delivery hereof or thereof, as applicable, by the Investor, constitutes
(or in the case of such other Transaction Documents, at the Closing will constitute) a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the
enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding
at law or in equity (the “Bankruptcy and Equity Exception”).


 






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(b)            Neither
the execution and delivery of this Agreement or the other Transaction Documents by the Company, nor the consummation by the Company of
the Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof or thereof, will (i) conflict
with or violate any provision of (A) the Company Charter Documents or (B) the similar organizational documents of any of the
Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04
are obtained prior to such Closing Date and the filings referred to in Section 3.04 are made and any waiting periods
thereunder have terminated or expired prior to such Closing Date, (x) violate any Law or Judgment applicable to the Company or any
of its Subsidiaries or (y)  violate or constitute a default (or constitute an event which, with notice or lapse of time or both,
would violate or constitute a default) under, result in the termination of or a right of termination or cancellation under, result in
the loss of any benefit or require a payment or incur a penalty under, any of the terms or provisions of any loan or credit agreement,
indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”)
to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’
obligations under any such Contract, except, in the case of clause (i)(B) and clause (ii), as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 3.04           Governmental
Approvals. Except for (a) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware,
(b) filings required under, and compliance with other applicable requirements of the HSR Act, if required, (c) filings contemplated
by Section 5.02(b), and (d) compliance with any applicable state securities or blue sky laws, no consent or approval
of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority is necessary for the execution
and delivery of this Agreement and the other Transaction Documents by the Company, the performance by the Company of its obligations
hereunder and thereunder and the consummation by the Company of the Transactions, other than such other consents, approvals, filings,
licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 3.05            Company
SEC Documents; Undisclosed Liabilities.


 


(a)            The
Company has filed with the SEC, on a timely basis, all required reports, schedules, forms, statements and other documents required to
be filed by the Company with the SEC pursuant to the Exchange Act since January 1, 2021 (collectively, the “Company SEC
Documents”). As of their respective SEC filing dates, the Company SEC Documents complied in all material respects with the
requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act of 2002 (and the regulations promulgated thereunder),
as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or,
if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained
any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.


 






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(b)            The
consolidated financial statements of the Company (including all related notes or schedules) included or incorporated by reference in
the Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with the
published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with
GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations
of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as
permitted by Regulation S-X) and fairly present in all material respects the consolidated financial position of the Company and
its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods
shown (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments, which are not reasonably expected
to be materially adverse individually or in the aggregate to the Company and its Subsidiaries, taken as a whole).


 


(c)            Neither
the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would
be required under GAAP, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities
(i) reflected or reserved against in the balance sheet (or the notes thereto) of the Company and its Subsidiaries as of June 30,
2022 (the “Balance Sheet Date”) included in the Filed SEC Documents, (ii) incurred after the Balance Sheet Date
in the ordinary course of business and that do not arise from any material breach of a Contract, (iii) as expressly contemplated
by this Agreement or otherwise incurred in connection with the Transactions, (iv) as relate to Taxes, (v) that have been discharged
or paid prior to the date of this Agreement or (vi) as would not, individually or in the aggregate, have had or reasonably be expected
to have, a Material Adverse Effect.


 


(d)            The
Company has established and maintains, and at all times since January 1, 2021 has maintained, disclosure controls and procedures
and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of
Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act relating to the Company and its consolidated
Subsidiaries sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Company management’s
general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP, consistently applied, and to maintain accountability for assets, (c) access to assets is permitted only in accordance
with Company management’s general or specific authorization and (d) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant
deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design
or operation of the Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be
expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data,
in each case which has not been subsequently remediated. Since January 1, 2021, to the Knowledge of the Company, there has not been
any Fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a
significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, to the Knowledge
of the Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be
able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404
of the Sarbanes-Oxley Act of 2002, without qualification, when next due.


 






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(e)            There
is no transaction, arrangement or other relationship between the Company and/or any of its Subsidiaries and an unconsolidated or other
off-balance sheet entity that is required by applicable Law to be disclosed by the Company in its Filed SEC Documents and is not so disclosed.


 


Section 3.06     Absence
of Certain Changes. Since the Balance Sheet Date through the date of this Agreement, there has not been any Material Adverse Effect
or any event, change or occurrence that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 3.07     Legal
Proceedings. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there
is no (a) pending or, to the Knowledge of the Company, threatened legal, regulatory or administrative proceeding, suit, proceeding,
dispute, investigation, arbitration or action (an “Action”) against the Company or any of its Subsidiaries or any
of their respective assets, or (b) outstanding order, judgment, injunction, ruling, writ or decree of any Governmental Authority
(“Judgments”) imposed upon the Company or any of its Subsidiaries, in each case, by or before any Governmental Authority.


 


Section 3.08           Compliance
with Laws; Permits.


 


(a)            The
Company and each of its Subsidiaries are, and since January 1, 2021 have been, in compliance with all state or federal laws, common
law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by
any Governmental Authority (“Laws”) or Judgments, applicable to the Company or any of its Subsidiaries, except as
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries
holds or is in the process of obtaining all licenses, franchises, permits, certificates, approvals and authorizations from Governmental
Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure
to hold the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For the avoidance
of doubt, this Section 3.08(a) does not apply to International Trade Laws matters, such matters being the exclusive
subject of Section 3.08(b).


 






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(b)            None
of the Company, any of its Subsidiaries, any of their respective directors and executive officers, nor, to the Knowledge of the Company,
any Affiliates, non-executive officers and other employees, or agents (i) is the target of any sanctions administered by U.S. Governmental
Authorities (including, but not limited to the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, HM Treasury, the European Union or
relevant member states of the European Union, or any other relevant Governmental Authority (collectively, the “Sanctions”);
(ii) is named in any Sanctions-related list maintained by the U.S. Department of State; the U.S. Department of Commerce, including
the Bureau of Industry and Security’s Entity List and Denied Persons List; or the U.S. Department of the Treasury, including the
OFAC Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions
Evaders List; or any similar list maintained by the United Nations Security Council, the European Union, HM Treasury or any other relevant
Governmental Authority; (iii) is located, organized or resident in a country, territory or geographical region which is itself the
subject or target of any territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea and so-called Donetsk
People’s Republic and Luhansk People’s Republic regions of Ukraine) (each, a “Sanctioned Jurisdiction”);
or (iv) is owned or controlled by any Person or Persons described in the foregoing clauses (i)–(iii). The Company and its
Subsidiaries and, to the Knowledge of the Company, their respective directors, officers, employees, and agents (to the extent such persons
are acting for or on behalf of the Company or any of its Subsidiaries) are, and since the date of their respective formations have been
at all times, in compliance with (i) Sanctions; (ii) U.S. export control Laws (including, without limitation, the International
Traffic in Arms Regulations (22 CFR §§ 120–130, as amended), the Export Administration Regulations (15 CFR §§ 730–774,
as amended) and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws); (iii) Laws pertaining
to imports and customs, including those administered by the Bureau of Customs and Border Protection in the U.S. Department of Homeland
Security (and any successor thereof) and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws; (iv) the
anti-boycott Laws administered by the U.S. Department of Commerce and the U.S. Department of the Treasury; and (v) export, import
and customs Laws of other countries in which the Company has conducted and/or currently conducts business (collectively, “International
Trade Laws”).


 


(c)            The
Company and its Subsidiaries, and, to the Knowledge of the Company, their respective directors and officers acting on behalf of or for
the Company’s or any Subsidiary’s benefit are, and since the January 1, 2021 have been, in compliance with the U.S.
Foreign Corrupt Practices Act of 1977 or similar law of a jurisdiction in which the Company or any of its Subsidiaries conduct their
respective businesses and to which they are lawfully subject, in each case, except as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. No part of the proceeds of the Purchase Price paid hereunder shall be used to make any
unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.


 






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Section 3.09     Tax
Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) the
Company and each of its Subsidiaries has prepared (or caused to be prepared) and timely filed (taking into account valid extensions of
time within which to file) all Tax Returns required to be filed by any of them, and all such filed Tax Returns (taking into account all
amendments thereto) are true, complete and accurate, (b) all Taxes owed by the Company and each of its Subsidiaries that are due
(whether or not shown on any Tax Return) have been timely paid, except for Taxes that are being contested in good faith by appropriate
proceedings and that have been adequately reserved against in accordance with GAAP, (c) no examination or audit of any Tax Return
relating to any Taxes of the Company or any of its Subsidiaries or with respect to any Taxes due from the Company or any of its Subsidiaries
by any Governmental Authority is currently in progress or threatened in writing, (d) none of the Company or any of its Subsidiaries
has liabilities for any other Person (other than the Company and its Subsidiaries under Treasury Regulations Section 1.1502-6 (or
any similar provision of state, local or foreign Law), as a transferee or successor, or by contract and (e) none of the Company
or any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).


 


Section 3.10           No
Rights Agreement; Anti-Takeover Provisions.


 


(a)            As
of the date of this Agreement, the Company is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover
agreement or plan.


 


(b)            The
Board has taken all necessary actions to ensure that no restrictions included in any “control share acquisition,” “fair
price,” “moratorium,” “business combination” or other state anti-takeover Law (including Section 203
of the DGCL) are, or as of each Closing will be, applicable to the Transactions, including the Company’s issuance to Investor of
shares of Common Stock of the Company, including shares issuable upon conversion of the Series A Preferred Stock (to the extent
convertible) and any issuance pursuant to Section 5.13.


 


Section 3.11            Brokers
and Other Advisors. Except for Jefferies LLC, no broker, investment banker, financial advisor or other Person, the fees and expenses
of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee
or commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements
made by or on behalf of the Company or any of its Subsidiaries.


 


Section 3.12            Sale
of Securities. Assuming the accuracy of the representations and warranties set forth in Section 4.08, the offer, sale
and issuance of the shares of Series A Preferred Stock pursuant to this Agreement is exempt from the registration and prospectus
delivery requirements of the Securities Act and the rules and regulations thereunder. Without limiting the foregoing, neither
the Company nor any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Series A Preferred
Stock, and neither the Company nor any Person acting on its behalf has made any offers or sales of any security or solicited any offers
to buy any security, under circumstances that would cause the offering or issuance of Series A Preferred Stock under this Agreement
to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D
or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or
steps that would cause the offering or issuance of Series A Preferred Stock under this Agreement to be integrated with other offerings
by the Company.


 






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Section 3.13           Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and listed on
the Nasdaq, and the Company has taken no action designed to, or which to the Knowledge of the Company is reasonably likely to have the
effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq, nor
has the Company received any written notification that the SEC or the Nasdaq is contemplating terminating such registration or listing.


 


Section 3.14           Certain
Material Indebtedness. Neither the Company nor any of its Subsidiaries is, as of the date of this Agreement, in default in the payment
of any material indebtedness or in default under any agreement relating to its material indebtedness.


 


Section 3.15           Ability
to Pay Dividends. The Company is not party to any material Contract, and is not subject to any provision in the Company Charter Documents
or resolutions of the Board that, in each case, by its terms prohibits or prevents the Company from paying dividends in form and the
amounts contemplated by the Certificate of Designations.


 


Section 3.16            IP;
Security. Except for Liens granted in favor of Foxconn EV Technology, Inc., the Company and its Subsidiaries (i) exclusively
own their proprietary Intellectual Property and IT Assets, free and clear of all Liens; (ii) do not infringe the Intellectual Property
of any Person; and (iii) take commercially reasonable actions to protect the integrity, continuous operation, redundancy and security
of the IT Assets used in their business (and all data, including personal data, processed thereby), in each case, except as would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Since January 1, 2021, there have been
no violations, breaches, outages, corruptions or unauthorized uses of, or unauthorized access to same, except for instances that were
resolved without material cost, liability or the duty to notify any other Person, except as would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect.


 


Section 3.17            Environmental
Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) the
Company and each of its Subsidiaries have complied since the dates of their respective formation with and is in compliance with all applicable
Laws relating to pollution or the protection of the environment or natural resources (“Environmental Laws”), and as
of the date hereof the Company has not received any written notice since the January 1, 2021 alleging that the Company is in violation
of or has liability under any Environmental Law, (b) the Company and its Subsidiaries possess and have complied since the dates
of their respective formation with and are in compliance with all Permits required under Environmental Laws for the operation of their
respective businesses, (c) as of the date hereof, there is no Action under or pursuant to any Environmental Law or environmental
Permit that is pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries, (d) as
of the date hereof, neither the Company nor any of its Subsidiaries has become subject to any Judgment imposed by any Governmental Authority
under which there are uncompleted, outstanding or unresolved obligations on the part of the Company or its Subsidiaries arising under
Environmental Laws, (e) neither the Company nor any of its Subsidiaries has any liabilities or obligations arising from the Company’s
or any of its Subsidiaries’ management disposal or release of, or exposure of any Person to, any hazardous or toxic substance,
or any owned or operated property or facility contaminated by any such substance and (f) as of the date hereof, neither the Company
nor any of its Subsidiaries has by contract or operation of law assumed responsibility or provided an indemnity for any liability of
any other Person relating to Environmental Laws.


 






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Section 3.18            Employee
Matters.


 


(a)            Except
where the failure to comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, the Company and its Subsidiaries are in compliance with all applicable Laws relating to labor, employment, fair employment practices,
terms and conditions of employment, and wages and hours, and with the terms of the Company Plans, and each such Company Plan is in compliance
with all applicable requirements of ERISA.


 


(b)            As
of the date hereof, none of the Company or any of its Subsidiaries Company is a party to or bound by any collective bargaining agreement
or other agreement with a labor union or like organization, and to the Knowledge of the Company, no labor organization or labor union
is actively seeking signed authorization cards or other written expressions of support from the Company’s or its Subsidiaries’
employees.


 


(c)            There
is no, and has not been since January 1, 2021, any strike, lockout, slowdown, work stoppage, unfair labor practice or other material
labor dispute, or material arbitration or grievance pending or, to the Knowledge of the Company, threatened, that may interfere in any
material respect with the respective business activities of the Company and its Subsidiaries. As of the date hereof, the Company has
not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local Law
that remains unsatisfied.


 


(d)            To
the Knowledge of the Company as of the date hereof, since January 1, 2021, no material allegations of sexual harassment have been
made to the Company against any executive-level employee in his or her capacity as a director, employee or other service provider of
the Company.


 


(e)            To
the Company’s Knowledge as of the date hereof, no member of the executive leadership team of the Company has indicated an intention
in writing to terminate employment with the Company.


 


Section 3.19           Real
and Personal Property. The Company and its Subsidiaries have good and insurable title in fee simple to (in the case of real property),
or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses
of the Company and its Subsidiaries taken as a whole, in each case free and clear of all Liens and defects and imperfections of title,
except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and
its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. As of the date hereof, neither
the Company nor any of its Subsidiaries has received actual written notice that any of the Company’s real property is subject to
any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without
payment of compensation therefor. As of the date hereof, the real property of the Company and its Subsidiaries is in good operating condition
and repair, reasonable wear and tear excepted, and is structurally sound and free of any defects and is suitable and sufficient for its
current and contemplated uses, except as has not had, and would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 






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Section 3.20           Insurance.
The Company and its Subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including
business interruption insurance, which insurance is in amounts and insures against such losses and risks as are reasonably deemed by
the Company and its Subsidiaries to be adequate to protect the Company and its Subsidiaries and their respective businesses, taken as
a whole in a commercially reasonably manner; and as of the date hereof neither the Company nor any of its Subsidiaries (i) has received
written notice from any insurer or agent of such insurer that material capital improvements or other material capital expenditures are
required or necessary to be made in order to continue such insurance or (ii) believes that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain materially similar coverage from similar insurers as may be necessary
to continue its business.


 


Section 3.21           Investment
Company Status. Neither the Company nor any of its Subsidiaries is, and immediately after the sale of the Acquired Shares hereunder,
none of the Company nor any of its Subsidiaries will be, required to be registered as an “investment company” under the Investment
Company Act of 1940, as amended.


 


Section 3.22           No
Other Company Representations or Warranties. Except for the representations and warranties made by the Company in this Article III,
neither the Company nor any other Person acting on its behalf makes any other express or implied representation or warranty with respect
to the Series A Preferred Stock, the Common Stock, the Company or any of its Subsidiaries or their respective businesses, operations,
properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Investor
or any of its Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing,
and the Investor acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations
and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any express
or implied representation or warranty to the Investor or any of its Representatives with respect to (a) any financial projection,
forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses or
(b) any oral or written information presented to the Investor or any of its Representatives in the course of its due diligence investigation
of the Company, the negotiation of this Agreement or the course of the Transactions or any other transactions or potential transactions
involving the Company and the Investor.


 






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Section 3.23       No
Other Investor Representations or Warranties. Except for the representations and warranties expressly set forth in Article IV,
the Company hereby acknowledges that neither the Investor, nor any other Person, (a) has made or is making any other express or
implied representation or warranty with respect to the Investor or any of its Affiliates or their respective businesses, operations,
assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available
to the Company or any of its Representatives or any information developed by the Company or any of its Representatives in connection
with the Transactions or (b) will have or be subject to any liability or indemnification obligation to the Company resulting from
the delivery, dissemination or any other distribution to the Company or any of its Representatives, or the use by the Company or any
of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business
plans or other material developed by or provided or made available to the Company or any of its Representatives, including in due diligence
materials, “data rooms” or management presentations (formal or informal), in connection with the Transactions. The Company,
on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect
to Fraud.


 


Article IV


 


Representations
and Warranties of the Investor


 


The Investor represents and warrants to the Company,
as of the date hereof and as of each of Closing (except to the extent made only as of a specified date, in which case such representation
and warranty is made as of such date):


 


Section 4.01            Organization;
Standing. The Investor is a private company limited by shares duly established under the Laws of Singapore and has all requisite
power and authority necessary to carry on its business as it is now being conducted and is duly licensed or qualified to do business
and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the
properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed,
qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have an Investor Material Adverse
Effect.


 


Section 4.02           Authority;
Noncontravention.


 


(a)            The
Investor has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its
obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Investor of this
Agreement and the other Transaction Documents and the consummation by the Investor of the Transactions have been duly authorized and
approved by all necessary action on the part of the Investor, and no further action, approval or authorization by any of its stockholders,
partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by the
Investor of this Agreement and the other Transaction Documents and the consummation by the Investor of the Transactions. This Agreement
has been, and at the Initial Closing the other Transaction Documents will be, duly executed and delivered by the Investor and, assuming
due authorization, execution and delivery hereof or thereof, as applicable, by the Company, constitutes (or in the case of the other
Transaction Documents, at the Initial Closing will constitute) a legal, valid and binding obligation of the Investor, enforceable against
it in accordance with its terms, subject to the Bankruptcy and Equity Exception.


 






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(b)            Neither
the execution and delivery of this Agreement or the other Transaction Documents by the Investor, nor the consummation by the Investor
of the Transactions, nor performance or compliance by the Investor with any of the terms or provisions hereof or thereof, will (i) conflict
with or violate any provision of the certificate or articles of incorporation, bylaws or other comparable charter or organizational documents
of the Investor or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.03 are obtained
prior to each of the Closing Dates and the filings referred to in Section 4.03 are made and any waiting periods with respect
to such filings have terminated or expired prior to each of the Closing Dates, (x) violate any Law or Judgment applicable to the
Investor or any of its Subsidiaries or (y) violate or constitute a default (or constitute an event which, with notice or lapse of
time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which the Investor
or any of its Subsidiaries is a party or accelerate the Investor’s or any of its Subsidiaries’, if applicable, obligations
under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected
to have an Investor Material Adverse Effect.


 


Section 4.03           Governmental
Approvals. Except for (a) filings required under, and compliance with other applicable requirements of the HSR Act, if required,
and (b) filings contemplated by Section 5.02(b), no consent or approval of, or filing, license, permit or authorization,
declaration or registration with, any Governmental Authority is necessary for the execution and delivery of this Agreement and the other
Transaction Documents by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation
by the Investor of the Transactions, other than such other consents, approvals, filings, licenses, permits, authorizations, declarations
or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have an
Investor Material Adverse Effect.


 


Section 4.04           Sufficiency
of Funds. At each of the Closings, the Investor will have available funds necessary to consummate the Purchase at such Closing and
pay the Purchase Price for such Closing and to pay any fees and expenses of or payable by the Investor, on the terms and conditions contemplated
by this Agreement. As of the date of this Agreement, the Investor is not aware of any reason why the funds sufficient to pay the applicable
Purchase Price at each Closing will not be available on such Closing Date.


 


Section 4.05           Ownership
of Company Stock. Other than 7,248,163 shares of Common Stock and warrants to acquire 1,700,000 shares of Common Stock, in each
case owned by Affiliates of the Investor, neither the Investor nor any of its Affiliates owns any capital stock or other securities of
the Company.


 






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Section 4.06           Brokers
and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s,
financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection
with the Transactions based upon arrangements made by or on behalf of the Investor or any of its Subsidiaries, except for Persons, if
any, whose fees and expenses will be paid by the Investor.


 


Section 4.07           Non-Reliance
on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence
investigation of the Company by the Investor and its Representatives, the Investor and its Representatives have received and may continue
to receive from the Company and its Representatives certain estimates, projections, forecasts and other forward-looking information,
as well as certain business plan information, regarding the Company and its Subsidiaries and their respective businesses and operations.
The Investor hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and
other forward-looking statements, as well as in such business plans, with which the Investor is familiar, that the Investor is making
its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well
as such business plans, so furnished to the Investor (including the reasonableness of the assumptions underlying such estimates, projections,
forecasts, forward-looking information or business plans), and that except for the representations and warranties made by the Company
in Article III of this Agreement (as the same may be modified by the Company Disclosure Letter), the Investor is not relying
on any representations and warranties or other statements made by the Company or any of its Representatives and Investor will have no
claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto, except with respect
to Fraud.


 


Section 4.08           Purchase
for Investment. The Investor acknowledges that the Common Stock, the Series A Preferred Stock and the Common Stock issuable
upon the conversion of the Series A Preferred Stock have not been registered under the Securities Act or under any state or other
applicable securities Laws. The Investor (a) acknowledges that it is acquiring the Common Stock, the Series A Preferred Stock
and the Common Stock issuable upon the conversion of the Series A Preferred Stock pursuant to an exemption from registration under
the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (b) will not sell,
transfer, or otherwise dispose of any of the Common Stock, the Series A Preferred Stock or the Common Stock issuable upon the conversion
of the Series A Preferred Stock, except in compliance with this Agreement and the registration requirements or exemption provisions
of the Securities Act and any other applicable securities Laws, (c) has such knowledge and experience in financial and business
matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Common Stock,
the Series A Preferred Stock and the Common Stock issuable upon the conversion of the Series A Preferred Stock and of making
an informed investment decision, (d) is an “accredited investor” (as that term is defined by Rule 501 of the Securities
Act) and (e)(1) has been furnished with or has had access to all the information that it considers necessary or appropriate to make
an informed investment decision with respect to the Common Stock, the Series A Preferred Stock and the Common Stock issuable upon
the conversion of the Series A Preferred Stock, (2) has had an opportunity to discuss with the Company and its Representatives
the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to
it or to which it had access and (3) can bear the economic risk of (i) an investment in the Common Stock, the Series A
Preferred Stock and the Common Stock issuable upon the conversion of the Series A Preferred Stock indefinitely and (ii) a total
loss in respect of such investment. The Investor has such knowledge and experience in business and financial matters so as to enable
it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Common Stock,
the Series A Preferred Stock and the Common Stock issuable upon the conversion of the Series A Preferred Stock and to protect
its own interest in connection with such investment.


 






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Section 4.09           No
Other Investor Representations or Warranties. Except for the representations and warranties made by the Investor in this Article IV,
in connection with the Transactions, neither the Investor nor any other Person acting on its behalf makes any other express or implied
representation or warranty with respect to the Investor or any of its Affiliates or their respective businesses, operations, properties,
assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Company or its
Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and the Company
acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties
made by the Investor in this Article IV, neither the Investor nor any other Person makes or has made any express or
implied representation or warranty to the Company or its Representatives with respect to (a) any financial projection, forecast,
estimate, budget or prospect information relating to the Investor, any of its Affiliates or their respective businesses or (b) any
oral or written information presented to the Company or its Representatives in connection with this Agreement or the Transactions.


 


Section 4.10           No
Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article III
(as the same may be modified by the Company Disclosure Letter and the Filed SEC Documents), the Investor hereby acknowledges it is
not relying on any other representations and warranties and that neither the Company nor any of its Subsidiaries, nor any other Person,
(a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries
or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect
to any information provided or made available to the Investor or any of its Representatives or any information developed by the Investor
or any of its Representatives or (b) will have or be subject to any liability or indemnification obligation to the Investor resulting
from the delivery, dissemination or any other distribution to the Investor or any of its Representatives, or the use by the Investor
or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information,
business plans or other material developed by or provided or made available to the Investor or any of its Representatives, including
in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation
of any of the Transactions or any other transactions or potential transactions involving the Company and the Investor. The Investor,
on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect
to Fraud. The Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted, to
its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its
Subsidiaries and, in making its determination to proceed with the Transactions, the Investor and its Affiliates and Representatives have
relied on the results of their own independent investigation.


 






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Article V


 


Additional
Agreements


 


Section 5.01           Negative
Covenants. Except as required by applicable Law, Judgment or to comply with any notice from a Governmental Authority, as expressly
contemplated, required or permitted by this Agreement or as described in Section 5.01 of the Company Disclosure Letter, during
the period from the date of this Agreement until the Initial Closing Date (or such earlier date on which this Agreement may be terminated
pursuant to Section 7.01), (1) unless the Investor otherwise consents in writing (such consent not to be unreasonably
withheld, delayed or conditions), the Company shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to
maintain and preserve in all material respects its existing relationships with its customers, employees, independent contractors and
other business relationships having material business dealings with the Company or any of its Subsidiaries and (2) unless the Investor
otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Company shall not, and shall
not permit any of its Subsidiaries to:


 


(a)            other
than the authorization and issuance of the Series A Preferred Stock to the Investor, authorize, issue, sell or grant any Parity
Stock or Senior Stock (as such terms are defined in the Certificate of Designations);


 


(b)            redeem,
purchase or otherwise acquire any of its outstanding shares of capital stock or other equity or voting interests, or any rights, warrants
or options to acquire any shares of its capital stock or other equity or voting interests (other than pursuant to the cashless exercise
of Company Stock Options or the forfeiture or withholding of Taxes with respect to Company Stock Options, Company Restricted Shares,
Company RSUs or Company PSUs);


 


(c)            establish
a record date for, declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of
its capital stock or other equity or voting interests;


 


(d)            split,
combine, subdivide or reclassify any shares of its capital stock or other equity or voting interests;


 


(e)            amend
or supplement the Company Charter Documents or make any material amendments to the organizational documents of any of the Company’s
Subsidiaries, in each case, in a manner that would affect the Investor in an adverse manner either as a holder of Series A Preferred
Stock or with respect to the rights of the Investor under this Agreement;


 






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(f)             increase
the size of the Board; or


  


(g)            agree
or commit to do any of the foregoing.


 


Section 5.02           Regulatory
Filings.


 


(a)            The
Company and the Investor shall, and shall cause their ultimate parent entities to, (i) make an appropriate filing of a Notification
and Report Form pursuant to the HSR Act if a filing under the HSR Act is required for any Closing (which shall request, if legally
available, the early termination of any waiting period applicable to such Closing under the HSR Act) and, which filing shall be made
as promptly as reasonably practicable following any request thereof from the Investor, and (ii) supply as promptly as reasonably
practicable any additional information and documentary material that may be requested pursuant to the HSR Act, and use reasonable best
efforts to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may
be required pursuant to the HSR Act. For the avoidance of doubt, from and after the date of this Agreement, the Investor may require
the cooperation of the Company under this Section 5.02 at any time, and from time to time and on multiple occasions, prior
to the final Closing. The Investor and the Company shall each be responsible for the payment of one-half of all filing fees associated
with any filings under the HSR Act.


 


(b)            The
Company, on the one hand, and the Investor, on the other hand, shall use reasonable best efforts to work cooperatively together to, as
promptly as reasonably practicable, complete governmental processes pursuant to Section 721 in connection with the Subsequent Common
Purchase. The Company and the Investor shall: (1) as promptly as reasonably practicable, and in any event within twenty (20) Business
Days from date of this Agreement, submit a draft joint voluntary notice (“Draft CFIUS Notice”) to CFIUS and complete
the consultation process contemplated by 31 C.F.R. § 800.501(g) with respect to the contemplated Subsequent Common Purchase;
(2) as promptly as practicable and, in any event, within five (5) Business Days of CFIUS notification that the Draft CFIUS
Notice meets the requirements of 31 C.F.R. § 800.502 and is, accordingly, complete, file with CFIUS the formal Joint Voluntary Notice
as contemplated by 31 C.F.R. § 800.501(a); (3) provide CFIUS with additional or supplemental information responsive to any
requests from CFIUS or its member agencies during the CFIUS process within the time frame designated by CFIUS; and (4) use their
respective reasonable best efforts to, as promptly as practicable, obtain CFIUS Clearance and to prevent impediments to the consummation
of the Transactions.


 


(c)            Notwithstanding
anything to the contrary set forth in this Section 5.02 or elsewhere in this Agreement, the Investor’s “reasonable
best efforts” shall not require Investor to take any action, or refrain from taking any action, if doing so would, individually
or in the aggregate, have a “Regulatory Material Adverse Effect”. Solely for purposes of this Section 5.02(c),
a “Regulatory Material Adverse Effect” means CFIUS mitigation terms or other actions pursuant to any Antitrust Law
that require:


 


(i)            selling
or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, key assets or key categories of assets or
businesses of the Investor or its Affiliates that are material to the Investor’s or its Affiliates’ investments and operations
in electric vehicle manufacturing;


 






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(ii)           terminating
any existing key relationships, contractual rights or obligations of the Investor or its Affiliates that are material to the Investor’s
or its Affiliates’ investments and operations in electric vehicle manufacturing;


 


(iii)          terminating
any existing or contractually planned key venture or other arrangement of the Investor or its Affiliates that are material to the Investor’s
or its Affiliates’ investments and operations in electric vehicle manufacturing; or


 


(iv)          restricting
or adversely impacting in a material manner a key business line or business opportunity of the Investor or any of its Affiliates that
is not focused on electric vehicle manufacturing.


 


(d)            Each
of the Company and the Investor shall promptly notify the other party of any substantive communication it or any of its Affiliates receives
from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in
advance any proposed communication by such party to any Governmental Authority to the extent that it does not contain confidential business
information, the Governmental Authority has requested or directed that the communication not be shared, or sharing of the information
would waive a privilege. Subject to the requirements of applicable Law, the Company and the Investor will provide each other with copies
of all substantive correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental
Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions so long as they do not contain
confidential business information or information that the Governmental Authority has requested or directed that they not be shared, or
sharing of the information would waive a privilege (provided, however, that the Company and the Investor shall use reasonable
efforts to provide alternative, redacted or substitute documents or information to the greatest extent possible and in a manner that
would not result in the loss of the ability to assert attorney-client privilege, attorney work product protection or other legal privileges
or otherwise violate the requirements of applicable Law or any Governmental Authority request or direction not to share information).
The Company and the Investor shall each be responsible for the payment of one-half of all filing fees in connection with the submission
of the Draft CFIUS Notice.


 


(e)            The
Investor agrees that it will not exercise the warrants it holds as of the date of this Agreement at any time prior to CFIUS Clearance
or CFIUS Turndown.


 


(f)             Notwithstanding
anything to the contrary contained in this Agreement or the Certificate of Designations, the Company and the Investor agree that as of
and following the Initial Closing and until the CFIUS Clearance is received, neither the Investor nor any of its Affiliates shall obtain
(i) control (as defined in 31 C.F.R. § 800.208) of the Company, including the power to determine, direct or decide any important
matters for LMC; (ii) access to any material nonpublic technical information (as defined in 31 C.F.R. § 801.208) in the possession
of the Company (which shall not include financial information about the Company), including access to any information not already in
the public domain that is necessary to design, fabricate, develop, test, produce, or manufacture the Company’s products, including
processes, techniques, or methods, other than the information provided by the Company to the Investor or its Affiliates under the Manufacturing
Supply Agreement used for the purpose of manufacturing the Company’s Endurance® vehicle; (iii) membership or observer
rights on the board of directors of the Company or the right to nominate an individual to a position on the board of directors of the
Company; or (iv) any involvement (other than through voting of shares, subject to the other limitations set forth herein and in
the Certificate of Designations) in substantive decision-making of the Company regarding the use, development, acquisition, or release
of any of the Company’s critical technologies (as defined in 31 C.F.R. § 801.204). To the extent that any term in this Agreement
or the Certificate of Designations would grant any of the rights described in clauses (i)-(iv) of the foregoing sentence to the
Investor or its Affiliates, that term shall have no effect until such time as the CFIUS Clearance is received.


 






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Section 5.03           Corporate
Actions.


 


(a)            At
any time that any Series A Preferred Stock is outstanding, the Company shall:


 


(i)            from
time to time take all lawful action within its control to cause the authorized capital stock of the Company to include a sufficient number
of authorized but unissued shares of Common Stock to satisfy the conversion requirements of all shares of the Series A Preferred
Stock then outstanding and all accrued and unpaid dividends thereon; and


 


(ii)           not
effect any voluntary deregistration under the Exchange Act or any voluntary delisting of the Common Stock from Nasdaq other than in connection
with a Change of Control (as defined in the Certificate of Designations) pursuant to which the Company agrees to satisfy, or will otherwise
cause the satisfaction, in full of its obligations under Section 9(a) of the Certificate of Designations or is otherwise consistent
with the terms set forth in Section 9(i) of the Certificate of Designations.


 


(b)            Prior
to or upon the Initial Closing, the Company shall file with the Secretary of State of the State of Delaware the Certificate of Designations
in the form attached hereto as Annex I.


 


(c)            If
any occurrence since the date of this Agreement until the Initial Closing would have resulted in an adjustment to the Conversion Rate
pursuant to the Certificate of Designations if the Series A Preferred Stock had been issued and outstanding since the date of this
Agreement, the Company shall adjust the Conversion Rate, effective as of the Initial Closing, in the same manner as would have been required
by the Certificate of Designations if the Series A Preferred Stock had been issued and outstanding since the date of this Agreement.


 


(d)            The
Company agrees, following the Subsequent Common Closing, to consider in good faith, but will not be obligated to nominate, any recommendations
made by the Investor for any non-executive nominees to the Board.


 






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(e)            At
any time that any Series A Preferred Stock is outstanding, the Company shall not adopt any stockholder rights agreement, “poison
pill” or similar anti-takeover agreement or plan that is applicable to the Investor Parties unless the Company has excluded the
Investor Parties from the definition of “acquiring person” (or such similar term) as such term is defined in such anti-takeover
agreement to the extent of the Investor Parties’ beneficial ownership of Series A Preferred Stock or Common Stock that had
been acquired from the Company and is owned as of the date any such agreement or plan is adopted by the Company.


 


(f)            Prior
to or upon the Initial Closing, (i) the Company and the Investor shall have: (A) amended, or caused to be amended, the MIH
JV LLC Agreement to terminate all obligations of Lordstown EV Corporation and Foxconn EV Technology, Inc. thereunder, including
any obligations to make capital contributions and (B) terminated or cause to be terminated the Note, Guaranty and Security Agreement,
dated June 24, 2022, issued by Lordstown EV Corporation and guaranteed by the Company and Lordstown EV Sales LLC (the “Note”)
and (ii) the Investor shall have released or cause to be released all Liens on assets of Lordstown EV Corporation or the Company
and paid Lordstown EV Corporation the sum of (x) $436,150 for services provided by Lordstown EV Corporation from May 11, 2022
through September 30, 2022 and (y) $144,291 for reimbursement of expenses. Promptly following the Initial Closing, the Company
and the Investor shall take all such actions as necessary or reasonably desirable to (i) cause MIH JV to distribute all remaining
funds held by it to Foxconn EV Technology, Inc. (as a distribution for amounts contributed by it and as a repayment in full of any
loans advanced by it to Lordstown EV Corporation under the Note) and (ii) liquidate, wind up and dissolve the MIH JV. Despite the
liquidation of the MIH JV, it is the Company’s and the Investor’s continued intent that the Investor and its Affiliates will
utilize Lordstown Motors Corp. as their preferred North American vehicle development partner for customers and partners who are seeking
full or partial vehicle product development, engineering, industrialization, and launch support capabilities, beyond contract manufacturing,
in North America, subject in each case to customer and partner specific requirements and approval.


 


Section 5.04           Public
Disclosure. The Investor Parties and the Company shall, and shall cause their Affiliates to, consult with each other before issuing,
and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transaction
Documents or the Transactions, and shall not, and shall cause their Affiliates not to, issue any such press release or make any such
public statement prior to such consultation, except as may be required by applicable Law, Judgment, court process or the rules and
regulations of any national securities exchange or national securities quotation system. Notwithstanding the forgoing, this Section 5.04
shall not apply to any press release or other public statement made by the Company or the Investor Parties (a) which does not
contain any information relating to the Transactions that has not been previously announced or made public in accordance with the terms
of this Agreement or (b) is made in the ordinary course of business and does not relate specifically to the signing of the Transaction
Documents or the Transactions. Notwithstanding anything to the contrary in this Agreement, in no event shall this Section 5.04
limit disclosure by any Investor Party and their respective Affiliates of ordinary course communications regarding this Agreement
and the Transactions to its existing or prospective equityholders, members, managers and investors of any Affiliates of such Person.


 






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Section 5.05           Confidentiality.
The Investor Parties will, and will direct their Affiliates and Representatives who actually receive Confidential Information to, keep
confidential any information (including oral, written and electronic information) concerning the Company, its Subsidiaries or its Affiliates
that may be furnished to any Investor Party, its Affiliates or its or their respective Representatives by or on behalf of the Company
or any of its Representatives pursuant to this Agreement, including any such information provided pursuant to Section 5.17
of this Agreement (“Confidential Information”) and to use the Confidential Information solely for the purposes of
monitoring, administering or managing the Investor Parties’ investment in the Company made pursuant to this Agreement; provided
that Confidential Information will not include information that (a) was or becomes available to the public other than as a result
of a breach of any confidentiality obligation in this Agreement by any Investor Party or its Affiliates or their respective Representatives,
(b) was or becomes available to any Investor Party or its Affiliates or their respective Representatives from a source other than
the Company or its Representatives; provided that such source is reasonably believed by such Investor Party or its Affiliates
not to be subject to an obligation of confidentiality (whether by agreement or otherwise), (c) at the time of disclosure is already
in the possession of an Investor Party or its Affiliates or their respective Representatives or (d) was independently developed
by any Investor Party or its Affiliates or their respective Representatives without reference to, incorporation of, or other use of any
Confidential Information; provided that an Investor Party may disclose Confidential Information (i) to its attorneys, accountants,
consultants and financial and other professional advisors to the extent necessary to obtain their services in connection with its investment
in the Company, (ii) to any prospective purchaser of Acquired Shares from such Investor Party, as long as such prospective purchaser
agrees to be bound by similar confidentiality or non-disclosure terms as are contained in this Agreement (with the Company as an express
third party beneficiary of such agreement), (iii) to any Affiliate of such Investor Parties and their Affiliates and their respective
directors, officers, employees, consultants and representatives, in each case in the ordinary course of business (provided that
the recipients of such confidential information are directed to abide by the confidentiality and non-disclosure obligations contained
herein), (iv) as may be reasonably determined by such Investor Party to be necessary in connection with such Investor Party’s
enforcement of its rights in connection with this Agreement or its investment in the Company, or (v) as may otherwise be required
by Law or legal, judicial or regulatory process; and provided, further, that (x) any breach of the confidentiality
and use terms herein by any Person to whom such Investor Party may disclose confidential information pursuant to clauses (i) and
(iii) of the preceding proviso shall be attributable to such Investor Party for purposes of determining such Investor Party’s
compliance with this Section 5.05, except those who have entered into a separate confidentiality or non-disclosure agreement
or obligation with the Company and (y) that such Investor Party takes commercially reasonable steps (at the Company’s sole
expense) to minimize the extent of any required disclosure described in clause (v) of the preceding proviso.


 


Section 5.06           Nasdaq
Listing of Shares. To the extent the Company has not done so prior to the date of this Agreement, the Company shall promptly submit
a Listing of Additional Shares Notification Form to Nasdaq with respect to the shares of Common Stock issued to the Investor pursuant
to this Agreement and the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock issued to the Investor
pursuant to this Agreement and pursuant to the Certificate of Designations. From time to time following the Initial Closing Date, as
necessary, the Company shall submit additional Listing of Additional Shares Notification Forms to Nasdaq in order to cover the full number
of shares of Common Stock issuable upon conversion of the then outstanding shares of Series A Preferred Stock.


 






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Section 5.07           Standstill.
The Investor agrees that until the date that is the later of (i) December 31, 2024 and (ii) 90 days after the first day
on which no Investor Designee serves on the Board and the Investor has no rights (or has irrevocably waived its right) under Section 5.09
(except for Section 5.09(f)), without the prior written approval of the Board, the Investor will not, directly or indirectly, and
will cause its Affiliates and its and their respective principals, directors, officers, employees and agents and other Representatives
acting on its behalf, acting alone or in concert with others, not to:


 


(a)            acquire,
offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise, any equity securities or direct or
indirect rights to acquire any equity securities of the Company, any securities convertible into or exchangeable for any such equity
securities, any options or other derivative securities or contracts or instruments in any way related to the price of shares of Common
Stock (solely to the extent that, after giving effect to such acquisition, the Investor Parties and their Affiliates would beneficially
own, in the aggregate (A) prior to Subsequent Common Closing, an amount greater than nine and ninety-nine-one-hundredths percent
(9.99%) of the capital stock of the Company that is entitled to vote generally in any election of directors of the board of directors
of the Company; (B) prior to the Requisite Stockholder Approval (as defined in the Certificate of Designations) being obtained,
an amount greater than nineteen and ninety-nine-one-hundredths percent (19.99%) of the capital stock of the Company that is entitled
to vote generally in any election of directors of the board of directors of the Company; and (C) at all times following the Subsequent
Common Closing and the Requisite Stockholder Approval being obtained, an amount greater than twenty-four percent (24)% of the capital
stock of the Company that is entitled to vote generally in any election of directors of the board of directors of the Company (which
calculation shall, in each case, include the notional or other number of shares of Common Stock specified in the documentation for any
Contract to which any of the Investor Parties are party which is designed to produce economic benefits and risks to any of the Investor
Parties that correspond substantially to the ownership by the Investor Parties of shares of Common Stock, except in the case of any such
Contract which is settled only in cash));


 


(b)            make
any public announcement with respect to, or offer, seek, propose or indicate an interest in (in each case with or without conditions),
any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of more than
50% of the assets, properties or securities of the Company or any Subsidiary of the Company, or any other extraordinary transaction involving
the Company or any Subsidiary of the Company or any of their respective securities, or enter into any discussions, negotiations, arrangements,
understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing;


 


(c)            make
any proposal or statement of inquiry or disclose any intention, plan or arrangement inconsistent with any of the foregoing;


 






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(d)            advise,
assist, knowingly encourage or direct any Person to do, or to advise, assist, knowingly encourage or direct any other Person to do, any
of the foregoing;


 


(e)            take
any action that would, in effect, require the Company to make a public announcement regarding the possibility of a transaction or any
of the events described in this Section 5.07(a);


 


(f)            enter
into any agreements, arrangements or understandings with any third party (including security holders of the Company, but excluding, for
the avoidance of doubt, any Investor Party) with respect to any of the foregoing, including, forming, joining or in any way participating
in a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any third party in connection with any of
the foregoing.


 


(g)            make
or in any way encourage or participate in any “solicitation” of “proxies” (whether or not relating to the election
or removal of directors), as such terms are used in the rules of the SEC, to vote, or knowingly seek to advise or influence any
Person with respect to voting of, any voting securities of the Company or any of its Subsidiaries, or call or seek to call a meeting
of the Company’s stockholders or initiate any stockholder proposal for action by the Company’s stockholders, or seek election
to or to place a representative on the Board or seek the removal of any director from the Board;


 


(h)            request
the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 5.07,
provided that this clause shall not prohibit the Investor Parties from making a confidential request to the Company seeking an
amendment or waiver of the provisions of this Section 5.07, which the Company may accept or reject in its sole discretion,
so long as any such request is made in a manner that does not require public disclosure thereof by any Person;


 


(i)             contest
the validity of this Section 5.07 or make, initiate, take or participate in any demand, Action (legal or otherwise) or proposal
to amend, waive or terminate any provision of this Section 5.07; or


 


(j)             enter
into a voting trust, voting agreement or similar voting arrangement with respect to any shares of Common Stock or Series A Preferred
Stock (in each case, other than in accordance with Section 5.10).


 


provided,
however, that nothing in this Section 5.07 will limit (1) the Investor Parties’ ability to vote (subject
to Section 5.10), transfer or convert (subject to Section 6 (Right of the Holders to Convert) of the Certificate of
Designations) any Series A Preferred Stock or Common Stock, privately make and submit to the Board any proposal that is intended
by such Investor Party to be made and submitted on a non-publicly disclosed or announced basis (and would not reasonably be expect to
require public disclosure by any Person), participate in rights offerings made by the Company to all holders of its Common Stock, receive
any dividends or similar distributions with respect to any securities of the Company held by such Investor Party, tender shares of Common
Stock or Series A Preferred Stock into any tender or exchange offer, effect an adjustment to the Conversion Rate pursuant to of
the Certificate of Designations) or otherwise exercise rights under its Common Stock or Series A Preferred Stock or (2) the
ability of any Investor Director to act in his or her capacity as a member of the Board including, but not limited to, his or her ability
to vote or otherwise exercise his or her fiduciary duties.


 






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Section 5.08           Legend.


 


(a)            All
certificates or other instruments representing the Common Stock, the Series A Preferred Stock or Common Stock issued upon conversion
of the Series A Preferred Stock will bear a legend substantially to the following effect:


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD
OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT
TO OWNERSHIP AND OTHER RESTRICTIONS SET FORTH IN THE INVESTMENT AGREEMENT, DATED NOVEMBER 7, 2022, BY AND BETWEEN LORDSTOWN MOTORS CORP.
AND THE INVESTOR PARTY THERETO, AS MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH AND AVAILABLE FROM THE SECRETARY
OF THE ISSUER, WITHOUT COST.


 


(b)            Upon
request of the applicable Investor Party, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company
to the effect that such legend is no longer required under the Securities Act and applicable state securities laws, the Company shall
promptly cause the first paragraph of the legend to be removed from any certificate for Series A Preferred Stock or Common Stock.


 


Section 5.09           Election
of Directors.


 


(a)            At
or prior the Subsequent Common Closing, the Board shall have taken all action necessary to cause two (2) Investor Designees to be
appointed as members of the Board, effective as of the Subsequent Common Closing provided the Investor shall have designated such
Investor Designees at least ten (10) Business Days prior to the Subsequent Common Closing. If the Investor’s designation of
such Investor Designees occurs less than ten (10) Business Days prior to the Subsequent Common Closing, then the Board shall take
all action necessary to cause such two (2) Investor Designees to be appointed as members of the Board, as promptly as reasonably
practicable following the Subsequent Common Closing (but in no event later than ten (10) Business Days thereafter).


 


(b)            Upon
the occurrence of the First Investor Board Seat Fall-Away, at the written request of the Board, one of the Investor Directors shall immediately
resign, and the Investor Parties shall cause one of the Investor Directors immediately to resign, from the Board effective as of the
date of the First Investor Board Seat Fall-Away. Upon the occurrence of the Second Investor Board Seat Fall-Away, at the written request
of the Board, the remaining Investor Directors shall immediately resign, and the Investor Parties shall cause such Investor Directors
immediately to resign, from the Board effective as of the date of the Second Investor Board Seat Fall-Away, and the Investor Parties
shall no longer have any rights under this Section 5.09, including, for the avoidance of doubt, any designation and/or nomination
rights under Section 5.09(c)


 






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(c)            Following
the Subsequent Common Closing and until the occurrence of Second Investor Board Seat Fall-Away, at any annual meeting of the Company’s
stockholders at which the term of an Investor Director shall expire, the Investor shall have the right to designate an Investor Designee
for each Investor Director whose term is expiring at such annual meeting for election to the Board at such annual meeting. The Company
shall include the Investor Designees designated by the Investor in accordance with this Section 5.09(c) in the Company’s
slate of nominees for the applicable annual meeting of the Company’s stockholders and shall recommend that the Company’s
stockholders vote in favor of such Investor Designees and shall support the Investor Designees in a manner no less rigorous and favorable
than the manner in which the Company supports its other nominees in the aggregate. Without the prior written consent of the Investor,
so long as the Investor is entitled to designate an Investor Designee for election to the Board in accordance with this Section 5.09,
the Board shall not remove any Investor Director from his or her directorship (except for “cause” within the meaning of Section 141
of the DGCL, as required by Law, the Certificate of Designations or the Company Charter Documents).


 


(d)            In
the event of the death, disability, resignation or removal of any Investor Director as a member of the Board (in each case other than
resignation pursuant to Section 5.09(b)), the Investor may designate an Investor Designee to replace such Investor Director,
as applicable, and, subject to Section 5.09(e), the Company shall cause such Investor Designee to fill such resulting vacancy.


 


(e)            The
Company’s obligations to have any Investor Designee elected to the Board or nominate any Investor Designee for election as a director
at any meeting of the Company’s stockholders pursuant to this Section 5.09, as applicable, shall in each case be subject
to such Investor Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law
and stock exchange rules regarding service as a director of the Company and all other criteria and qualifications for service as
a director applicable to all directors of the Company. The Investor Parties will cause each Investor Designee to make himself or herself
reasonably available for interviews and to consent to such reference and background checks or other investigations as the Board may reasonably
request to determine the Investor’s nominee’s eligibility and qualification to serve as a director of the Company. No Investor
Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or
(2) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject
to any Judgment prohibiting service as a director of any public company. As a condition to any Investor Designee’s election to
the Board or nomination for election as a director of the Company at any meeting of the Company’s stockholders, the Investor Parties
and the Investor Designee must provide to the Company:


 






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(i)            all
information requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their
respective Affiliates and Representatives in a proxy statement or other filings in accordance with applicable Law, any stock exchange
rules or listing standards or the Company Charter Documents or corporate governance guidelines, in each case, relating to such Investor
Designee’s election as a director of the Company or the Company’s operations in the ordinary course of business;


 


(ii)           all
information requested by the Company in connection with assessing eligibility and other criteria applicable to directors or satisfying
compliance and legal or regulatory obligations, in each case, relating to such Investor Designee’s nomination or election, as applicable,
as a director of the Company or the Company’s operations in the ordinary course of business;


 


(iii)          an
undertaking in writing by such Investor Designee:


 


(A)           to
be subject to, bound by and duly comply with the code of conduct in the form agreed upon by the other directors of the Company; provided
that no such code of conduct shall restrict any transfer of securities by the Investor Parties or their Affiliates (other than with
respect to the Investor Director solely in his or her individual capacity), impose confidentiality obligations on the Investor Director
other than those specified in Section 5.05 or as mandatorily applicable under applicable Law, or impose any share ownership
requirement for the Investor Director; and


 


(B)            to
recuse himself or herself from any deliberations or discussion of the Board or any committee thereof (i) regarding any Transaction
Document, the Transactions or any other transactions with or the Investor or any of its Affiliates.


 


(f)            The
Company shall indemnify each Investor Director and provide each Investor Director with director and officer insurance to the same extent
as it indemnifies and provides such insurance to other members of the Board, pursuant to the Company Charter Documents, the DGCL or otherwise.
The Company acknowledges and agrees that it (1) is the indemnitor of first resort (i.e., its obligations to each Investor Director
are primary and any obligation of the Investor Parties or their Affiliates to advance expenses or to provide indemnification for the
same expenses or liabilities incurred by any Investor Director are secondary), (2) shall be required to advance the amount of expenses
incurred by any Investor Director and shall be liable for the amount of all expenses and liabilities incurred by such Investor Director,
in each case to the same extent as it indemnifies and provides such insurance to other members of the Board, pursuant to the Company
Charter Documents, the DGCL or otherwise, without regard to any rights such Investor Director may have against any Investor Parties or
their Affiliates and (3) to the extent permitted by Law, it irrevocably waives, relinquishes and releases the Investor and its Affiliates
from any and all claims against them for contribution, subrogation or any other recovery of any kind in respect thereof. The Company
further agrees that no advancement or payment by the Investor any of its Affiliates on behalf of the Company with respect to any claim
for which any Investor Director have sought indemnification from the Company shall affect the foregoing and the Investor and its Affiliates
shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery
of any Investor Director against the Company. These rights shall be a contract right.


 






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(g)            Prior
to the Second Investor Board Seat Fall-Away, the Company shall not decrease the size of the Board without the consent of the Investor
if such decrease would require the resignation of any Investor Designee.


 


(h)            No
Investor Director who is an employee of the Investor or any of its Affiliates shall be entitled to any compensation from the Company
for his or her position on the Board (other than reimbursement of expenses pursuant to the Company’s reimbursement policies for
non-executive directors).


 


(i)             The
Investor Directors shall be permitted to share information received in his or her capacity as such with the Investor Parties so long
as the Investor remain subject to the confidentiality provisions of this Agreement as provided in Section 5.05.


 


(j)             The
Investor Parties and the Company hereby agree, notwithstanding anything to the contrary in any other agreement or at Law or in equity,
that, to the maximum extent permitted by Law, when the Investor Parties take any action under this Agreement to give or withhold their
consent, the Investor Parties shall have no duty (fiduciary or other) to consider the interests of the Company or the other stockholders
of the Company and may act exclusively in their own interest; provided, however, that the foregoing shall in no way affect
the obligations of the parties hereto to comply with the provisions of this Agreement. For the avoidance of doubt, the foregoing sentence
shall not limit or otherwise affect the fiduciary duties of the Investor Directors.


 


Section 5.10           Voting.
The Investor agrees that until the date that is the later of (i) December 31, 2024 and (ii) 90 days after the first day
on which no Investor Designee serves on the Board and the Investor has no rights (or has irrevocably waived its right) under Section 5.09
(except for Section 5.09(f)):


 


(a)            at
each meeting of the stockholders of the Company and at every postponement or adjournment thereof, the Investor shall, and shall cause
the Investor Parties to, take such action as may be required so that all of the shares of Series A Preferred Stock or Common Stock
beneficially owned, directly or indirectly, by the Investor Parties and entitled to vote are voted in favor of (i) each director
nominated and recommended by the Board (or a duly authorized committee thereof) for election at any such meeting, (ii) against any
stockholder nominations for directors that are not approved and recommended by the Board (or a duly authorized committee thereof) for
election at any such meeting, (iii) against any proposals or resolutions to remove any member of the Board and (iv) in accordance
with recommendations by the Board on all other proposals or business that may be the subject of stockholder action at such meetings or
written consents; provided, however, that the Investor and its Affiliates shall be permitted to vote in their sole discretion
on any proposal directly related to any merger or other business combination transaction involving the Company, the sale of all or substantially
all of the assets of the Company and its Subsidiaries or any other change of control transaction involving the Company; and


 






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(b)            the
Investor shall, and shall (to the extent necessary to comply with this Section 5.10) cause the Investor Parties to, be present,
in person or by proxy, at all meetings of the stockholders of the Company so that all shares of Series A Preferred Stock or Common
Stock beneficially owned by the Investor or the Investor Parties may be counted for the purposes of determining the presence of a quorum
and voted in accordance with Section 5.10(a) at such meetings (including at any adjournments or postponements thereof).


 


Section 5.11           Tax
Matters.


 


(a)            The
Company and any applicable withholding agent shall be entitled to deduct and withhold from any amounts otherwise payable with respect
to the Series A Preferred Stock or Common Stock or other securities issued upon conversion of the Series A Preferred Stock
to the extent required by applicable Law. If the Company or any applicable withholding agent determines that any deduction or withholding
is required in respect of a payment pursuant to this Agreement and the transactions contemplated herein, the Company shall use its commercially
reasonable efforts to provide notice to the Investor Parties at least five (5) Business Days prior to the date on which such payment
is to be made, with a written explanation substantiating the requirement to withhold, and shall cooperate with the Investor Parties to
reduce or eliminate such deduction or withholding to the extent allowed by applicable Law. Any amounts that are so withheld shall be
timely paid over to the appropriate Tax authority and shall be treated for all purposes of the applicable Transaction Documents and Company
Charter Documents as having been paid to the Person in respect of which such deduction and withholding was made. Promptly following the
date of this Agreement or, in the case of a transferee, the date such transferee first acquires any Series A Preferred Stock or
Common Stock issued upon conversion of the Series A Preferred Stock, each Investor Party shall deliver to the Company or its paying
agent a duly executed, accurate and properly completed Internal Revenue Service (“IRS”) Form W-9 or an appropriate
IRS Form W-8, as applicable. If the information on any such form provided by such Investor Party changes, or upon the Company’s
reasonable request, such Investor Party shall provide the Company with an updated version of such form.


 


(b)            Absent
a change in law or a contrary “determination” (as defined in Section 1313(a) of the Code), the Investor Parties
and the Company agree (i) not to treat the Series A Preferred Stock as “preferred stock” within the meaning of
Section 305 of the Code and Treasury Regulation Section 1.305-5 for United States federal income Tax and withholding Tax purposes,
and shall not take a position inconsistent with such treatment and (ii) to not take a reporting position that the holders of Series A
Preferred Stock are required to include as dividend income any amounts in respect of the Series A Preferred Stock unless and until
dividends on the Series A Preferred Stock are paid in cash or other property, in each case, for United States federal income Tax
and withholding Tax purposes.


 


(c)            The
Company shall pay any and all United States documentary, stamp and similar issue or transfer Tax due on (x) the issue of the Series A
Preferred Stock and (y) the issue of shares of Common Stock upon conversion of the Series A Preferred Stock. However, in the
case of conversion of Series A Preferred Stock, the Company shall not be required to pay any Tax or duty that may be payable in
respect of any transfer involved in the issue and delivery of shares of Common Stock or Series A Preferred Stock in a name other
than that of the holder of the shares to be converted, and no such issue or delivery shall be made unless and until the person requesting
such issue has paid to the Company the amount of any such Tax or duty, or has established to the satisfaction of the Company that such
Tax or duty has been paid.


 






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Section 5.12           Use
of Proceeds. The Company shall use the proceeds from the issuance and sale of the Series A Preferred Stock hereunder solely
as follows: (i) prior to the time that the EV Program Agreement has been executed and delivered by the prospective parties thereto,
to fund expenditures in respect of pre-development activities and related overhead and support in connection with the Company carrying
out the services described in the draft Product Development and Engineering Services Agreement delivered to the Investor prior to the
date of this Agreement, but only to the extent such expenditures are not directly paid by the counterparty in accordance the terms thereof
and (ii) following execution and delivery of the EV Program Agreement by the prospective parties thereto, to fund the design, development
and production of the covered program in accordance with the terms and conditions set forth in the EV Program Agreement. Until the Product
Development and Engineering Services Agreement has been entered into or if the EV Program is abandoned, the Company may use the proceeds
from the issuance and sale of the Series A Preferred Stock hereunder to fund expenditures contemplated to be expended in connection
with the EV Program (including those contemplated by the draft Product Development and Engineering Services Agreement delivered to the
Investor prior to the date of this Agreement) or any substitute or replacement electric vehicle program as agreed to by the Investor
and the Company. The Company shall use the proceeds from the issuance and sale of the Common Stock hereunder for general corporate purposes
as determined by the Board (which Board determination for the proceeds from the Subsequent Common Closing shall be made following the
appointment of the Investor Designees to the Board).


 


Section 5.13           Participation
Rights.


 


(a)            For
the purposes of this Section 5.13, “Excluded Issuance” shall mean (i) the issuance of any shares
of equity securities that is subject to Section 10 (Anti-Dilution Adjustments) of the Certificate of Designations, (ii) the
issuance of shares of any equity securities (including upon exercise of options) to directors, officers, employees, consultants or other
agents of the Company as approved by the Board, (iii) the issuance of shares of any equity securities pursuant to an employee stock
option plan, management incentive plan, restricted stock plan, stock purchase plan or stock, ownership plan or similar benefit plan,
program or agreement, (iv) the issuance of shares of equity securities as consideration in any “business combination”
(as defined in the rules and regulations promulgated by the SEC) or as consideration in bona fide acquisitions of securities or
substantially all of the assets of another Person, business unit, division or business, (v) securities issued pursuant to the conversion,
exercise or exchange of Series A Preferred Stock issued to the Investor, (vi) shares of a Subsidiary of the Company issued
to the Company or a wholly owned Subsidiary of the Company, (vii) securities of a joint venture (provided that no Affiliate
(other than any Subsidiary of the Company) of the Company acquires any interest in such securities in connection with such issuance)
or (viii) the issuance of bonds, debentures, notes or similar debt securities convertible into Common Stock into the public market
pursuant to a bona-fide broadly distributed public offering or a private placement under Rule 144A, if the conversion or exercise
price is at least the greater of (x) the then applicable Conversion Price (as defined in the Certificate of Designations) and (y) the
Current Market Price (as defined in the Certificate of Designations) as of the date the Company would have been required to give the
Investor notice of such issuance if it were not an Excluded Issuance.


 






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(b)            From
and after the Subsequent Common Closing Date and until the occurrence of the Second Investor Board Seat Fall-Away, if the Company proposes
to issue equity securities of any kind (the term “equity securities” shall include for these purposes Common Stock and any
warrants, options or other rights to acquire, or any securities that are exercisable for, exchangeable for or convertible into, Common
Stock or any other class of capital stock of the Company), other than in an Excluded Issuance, then the Company shall:


 


(i)            give
written notice to the Investor (no less than five (5) Business Days prior to the closing of such issuance (or, in the case of a
registered public offering, at least two (2) Business Days prior to the commencement of such registered public offering) or, if
the Company reasonably expects such issuance to be completed in less than five (5) Business Days, such shorter period, which shall
be as long as commercially practicable setting forth in reasonable detail (A) the designation and all of the terms and provisions
of the securities proposed to be issued (the “Proposed Securities”), including, to the extent applicable, the voting
powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions
thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; and (C) the
amount of such securities proposed to be issued; and


 


(ii)           offer
to issue and sell to the Investor Parties, on such terms as the Proposed Securities are issued and upon full payment by the Investor
Parties, a portion of the Proposed Securities equal to a percentage determined by dividing (A) the number of shares of Common Stock
the Investor Parties beneficially own (on an as-converted basis) by (B) the total number of shares of Common Stock then outstanding
(on an as-converted basis); provided, however, that the Company shall not be required to offer to issue or sell to the
Investor Parties (or to any of them) a number of the Proposed Securities that would require the Company to obtain stockholder approval
either in respect of the issuance of any Proposed Securities or in connection with any securities issued pursuant to this Agreement under
the listing rules of the Nasdaq or any other securities exchange or any other applicable Law.


 


(c)            The
Investor will have the option, on behalf of the applicable Investor Parties, exercisable by written notice to the Company, to accept
the Company’s offer and irrevocably commit to purchase any or all of the equity securities offered to be sold by the Company to
the Investor Parties, which notice must be given within five (5) days after receipt of such notice from the Company (or such shorter
period if the notice by the Company was sent in accordance with the preceding paragraph less than five (5) Business Days prior to
the proposed issuance date, and in no event less than one (1) Business Day) (the failure of the Investor to respond within such
time period shall be deemed a waiver of the Investor Parties’ rights under this Section 5.13 with respect to the applicable
issuance of equity securities). If the Company offers two (2) or more securities in units to the other participants in the offering,
the Investor Parties must purchase such units as a whole and will not be given the opportunity to purchase only one (1) of the securities
making up such unit. The closing of the exercise of such subscription right shall take place simultaneously with the closing of the sale
of the Proposed Securities giving rise to such subscription right; provided, however, that (x) if such closing is
prior to the tenth (10th) Business Day following the date on which the Investor has notified the Company that the Investor Parties
have elected to exercise their subscription right, then each Investor Party shall purchase the new equity securities within ten (10) Business
Days following delivery of notice of exercise by the Investor and (y) the closing of any purchase by any such Investor Party may
be extended beyond the closing of the sale of the Proposed Securities giving rise to such preemptive right to the extent necessary to
obtain required approvals from any Governmental Authority. Upon the expiration of the offering period described above, the Company will
be free to sell such Proposed Securities that the Investor Parties have not elected to purchase during the ninety (90) days following
such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Investor Parties in the
notice delivered in accordance with Section 5.13(b). Any Proposed Securities offered or sold by the Company after such ninety
(90)-day period must be reoffered to issue or sell to the Investor Parties pursuant to this Section 5.13; provided,
however, that the Company shall not be required to reoffer to the Investor Parties (or to any of them) a number of the Proposed
Securities that would require the Company to obtain stockholder approval in respect of the issuance of any Proposed Securities under
the listing rules of the Nasdaq or any other securities exchange or any applicable Law.


 






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(d)           The
election by any Investor Party not to exercise its subscription rights under this Section 5.13 in any one instance shall
not affect their right as to any subsequent proposed issuance.


 


(e)            Notwithstanding
anything in this Section 5.13 to the contrary, the Company will not be deemed to have breached this Section 5.13
if not later than thirty (30) Business Days following the issuance of any Proposed Securities in contravention of this Section 5.13,
the Company or the transferee of such Proposed Securities offers to sell a portion of such equity securities or additional equity securities
of the type(s) in question to each Investor Party so that, taking into account such previously-issued Proposed Securities and any
such additional Proposed Securities, each Investor Party will have had the right to purchase or subscribe for Proposed Securities in
a manner consistent with the allocation and other terms and upon same economic and other terms provided for in Section 5.13(b) and
Section 5.13(c).


 


(f)             In
the case of an issuance subject to this Section 5.13 for consideration in whole or in part other than cash, including securities
acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed
to be the fair value thereof as determined in good faith by the Board.


 


(g)            In
the event any Proposed Securities are issued by the Company following the date of this Agreement but prior to the Subsequent Common Closing
Date (the “Prior Issuance”), within thirty (30) Business Days after the Subsequent Common Closing Date, the Company
shall offer to sell such Proposed Securities to each Investor Party so that, taking into account the Proposed Securities in the Prior
Issuance and such Proposed Securities, each Investor Party will have had the right to purchase or subscribe for Proposed Securities in
a manner consistent with the allocation and other terms (including the limitations therein) and upon same economic and other terms (including
the limitations therein) provided for in Section 5.13(b) and Section 5.13(c) as if the Prior Issuance
occurred on or after the Subsequent Common Closing Date.


 






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(h)            In
the event that the Investor Parties are not entitled to acquire any Proposed Securities pursuant to this Section 5.13 because
such issuance would require the Company to obtain stockholder approval in respect of the issuance of such Proposed Securities under the
listing rules of the Nasdaq or any other securities exchange or applicable Law, the Company shall, upon the Investor’s reasonable
request delivered to the Company in writing within seven (7) Business Days following its receipt of the written notice of such issuance
to the Investor pursuant to Section 5.13(b), at the Investor’s election, (i) consider and discuss in good faith
modifications proposed by the Investor Parties to the terms and conditions of such portion of the Proposed Securities that would otherwise
be issued to the Investor Parties such that the Company would not be required to obtain stockholder approval in respect of the issuance
of such Proposed Securities as so modified, and/or (ii) solely to the extent that stockholder approval is required in connection
with the issuance of Proposed Securities to Persons other than the Investor Parties and the Company elects to seek such stockholder approval
in connection with such issuance to Persons other than the Investor Parties, use reasonable best efforts to seek stockholder approval
in respect of the issuance of any Proposed Securities to the Investor Parties.


 


Section 5.14           Additional
Rights. If between the date of this Agreement and the Subsequent Common Closing the Company issues shares of Common Stock (including
any warrants, options or other rights to acquire, or any securities that are exercisable for, exchangeable for or convertible into, Common
Stock), other than in an Excluded Issuance, then the Company shall, as promptly as practicable after the Subsequent Common Closing, provide
the Investor the participation rights in Section 5.13 as if such issuance occurred after the Subsequent Common Closing Date.


 


Section 5.15           Available
Registration Statement. The Company will not effect a Mandatory Conversion (as defined in the Certificate of Designations) if any
Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the dates of the Notice of Mandatory
Conversion (as defined in the Certificate of Designations)) shares of Common Stock that are Registrable Securities unless as of the date
of Notice of Mandatory Conversion and as of the Mandatory Conversion Date (as defined in the Certificate of Designations) there is either
an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties or such shares may be freely
sold immediately upon receipt without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act.


 






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Section 5.16           Section 16
Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take
or omit to take any other action under Section 5.13 (including granting to the Investor Parties or their respective Affiliates
the right to participate in any issuance of securities) or otherwise or if there is any event or circumstance that may result in the
Investor Parties, their respective Affiliates and/or any Investor Director being deemed to have made a disposition or acquisition of
equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act (including the purchase by
the Investor Parties of any securities under Section 5.13), and if any Investor Director is serving on the Board at such
time or has served on the Board during the preceding six (6) months (i) the Board or a committee thereof composed solely of
two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition
or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’,
their respective Affiliates’ and such Investor Director’s interests (for the Investor and/or their respective Affiliates,
to the extent such persons may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of
the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation
to which the Company is a party and the Common Stock is, in whole or in part, converted into or exchanged for equity securities of a
different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by the Investor Parties,
the Investor’s Affiliates, and/or any Investor Director of equity securities of such other issuer or derivatives thereof and (C) an
Affiliate or other designee of the Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such
other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investor Parties notify the Company of
such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve
any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer
of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3
thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof
for the express purpose of exempting the interests of the Investor Parties’, their respective Affiliates’ and any Investor
Director (for the Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be “directors
by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3
thereunder.


 


Section 5.17           Information
Rights. Following the Initial Closing and so long as the 25% Beneficial Ownership Requirement is satisfied, in order to facilitate
(i) the Investor Parties’ compliance with legal and regulatory requirements applicable to the beneficial ownership by the
Investor Parties and its Affiliates of equity securities of the Company and (ii) the Investor Representative’s oversight of
the Investor Parties’ investment in the Company, the Company agrees to provide each of the Investor Parties with the following:


 


(a)            within
90 days after the end of each fiscal year of the Company, (A) an audited, consolidated balance sheet of the Company and its Subsidiaries
as of the end of such fiscal year, (B) an audited, consolidated income statement of the Company and its Subsidiaries for such fiscal
year and (C) an audited, consolidated statement of cash flows of the Company and its Subsidiaries for such fiscal year; provided
that this requirement shall be deemed to have been satisfied if and when the Company files its annual report on Form 10-K for
the applicable fiscal year with the SEC within the required time period therefor;


 






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(b)           within
45 days after the end of each of the first three quarters of each fiscal year of the Company, (A) an unaudited, consolidated balance
sheet of the Company and its Subsidiaries as of the end of such fiscal quarter, (B) an unaudited, consolidated income statement
of the Company and its Subsidiaries for such fiscal quarter and (C) an unaudited, consolidated statement of cash flows of the Company
and its Subsidiaries for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if and when
the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC within the required time period
therefor; and


 


(c)            reasonable
access, to the extent reasonably requested by the Investor Parties, to the offices and the properties of the Company and its Subsidiaries,
including its and their books and records, and to discuss its and their affairs and finances and matters relating to capital structure
and financing, all upon reasonable notice and at such reasonable times and as often as the Investor Parties may reasonably request; provided
that any investigation pursuant to this Section 5.17 shall be conducted at the sole cost and expense of the Investor
Parties and in a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries;


 


provided
that the Company shall not be obligated to provide such access or materials if the Company determines, in its reasonable judgment,
that doing so would reasonably be expected to (i) result in the disclosure of trade secrets or competitively sensitive information
to third parties, (ii) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a
third party, (iii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege
(provided, however, that the Company shall use reasonable efforts to provide alternative, redacted or substitute documents or information
in a manner that would not result in the loss of the ability to assert attorney-client privilege, attorney work product protection or
other legal privileges), or (iv) expose the Company to risk of liability for disclosure of personal information; provided
that the parties shall use their commercially reasonable efforts to disclose such information in a manner that would not violate the
foregoing. In addition, notwithstanding anything to the contrary contained herein, neither the Company nor any of its Subsidiaries will
be required to provide any information or material that relates to, contains or reflects any analyses, studies, notes, memoranda and
other information related to or prepared in connection with any Transaction Document or the Transactions or any matters relating thereto
or any transactions with or matters relating to the Investor Parties or any Affiliates of the Investor.


 


Section 5.18           Exclusivity.


 


(a)            Prior
to the Subsequent Common Closing (or such earlier date as the Investor’s obligations to effect the Subsequent Common Purchase is
terminated pursuant to Section 2.03(c)), without the Investor’s prior written consent, neither the Company nor any
of its Subsidiaries shall, directly or indirectly, take (and the Company shall not authorize or permit any directors, officers or employees
of the Company or, to the extent within the Company’s control, other Affiliates or representatives of the Company or any of its
Subsidiaries to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or
facilitate any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement,
arrangement or understanding requiring it to abandon, terminate or fail to consummate any of the Transactions or (iii) participate
in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action
to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition
Proposal. Prior to the Initial Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure
that the directors, officers and employees of the Company or any of its Subsidiaries and, to the extent within the Company’s control,
other Affiliates or representatives of the Company or any of its Subsidiaries, do not take or do any of the actions referenced in the
immediately foregoing sentence. Upon execution of this Agreement and prior to the Subsequent Common Closing, unless the Investor otherwise
consents in writing, the Company shall, if applicable, cease immediately and cause to be terminated any and all existing discussions
or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential
information with respect thereto furnished on behalf of the Company be returned.


 






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(b)            Prior
to the Subsequent Common Closing (or such earlier date as the Investor’s obligations to effect the Subsequent Common Purchase is
terminated pursuant to Section 2.03(c)), the Company shall, as promptly as practicable (and in no event later than one business
day after receipt thereof), advise the Investor of any Acquisition Proposal, potential Acquisition Proposal, or any inquiry received
by it relating to any potential Acquisition Proposal and of the material terms of any proposal or inquiry, including, but not limited
to, the identity of the Person and its Affiliates making the same, the consideration that it may receive in respect of any such Acquisition
Proposal, potential Acquisition Proposal, or inquiry, or of any information requested from it or of any negotiations or discussions being
sought to be initiated with it, shall furnish to the Investor a copy of any such proposal or inquiry, if it is in writing, or a reasonably
accurate written summary of any such proposal or inquiry, if it is not in writing, and shall keep the Investor informed on a reasonably
prompt basis with respect to any developments with respect to the foregoing.


 


(c)            Notwithstanding
the preceding provisions of this Section 5.18, this Section 5.18 shall not apply to any equity issuances or transactions
entered into by the Company pursuant to any at-the-market distribution program that the Company may implement from time to time or any
equity line of credit program providing for the issuance by the Company from time to time of Common Shares or similar issuances or transactions
initiated by the Company in connection with its efforts to raise capital through equity issuances.


 


Section 5.19           Investor
Information. At all times during which the Investor or its Affiliates owns any Common Stock or Preferred Stock it will, or will cause
its Affiliates to, from time to time upon the request of the Company, provide the Company with such information as is required by the
Company or deemed reasonably necessary by the Company in order to permit the Company to comply with any regulatory requirements or know
your customer type information, including those imposed by the OFAC, the U.S. Department of State, the United Nations Security Council,
HM Treasury, the European Union or relevant member states of the European Union.


 






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Section 5.20           EV
Program. The Investor and the Company each agrees to use commercially reasonable good faith efforts to agree upon the Preferred Funding
Milestones and the EV Program Budget no later than the 6-month anniversary of the date of this Agreement.


 


Article VI


 


Conditions
to ClosingS


 


Section 6.01           Conditions
to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect
each Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date for
such Closing of the following conditions:


 


(a)            no
Judgment enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority or any applicable Law (collectively,
 “Restraints”) shall be in effect enjoining or otherwise prohibiting consummation of the Transactions; and


 


(b)            if
a filing under the HSR Act is required for such Closing, then the applicable waiting periods, together with any extensions thereof, under
the HSR Act shall have expired or been terminated.


 


Section 6.02           Conditions
to the Obligations of the Company. The obligations of the Company to effect each Closing shall be further subject to the satisfaction
(or waiver, if permissible under applicable Law) on or prior to the Closing Date for such Closing of the following conditions:


 


(a)            the
representations and warranties of the Investor set forth in this Agreement shall be true and correct as of the date of this Agreement
and as of such Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an
earlier date, in which case as of such earlier date), except where the failure to be true and correct has not had and would not, individually
or in the aggregate, reasonably be expected to have an Investor Material Adverse Effect;


 


(b)            the
Investor shall have complied with or performed in all material respects its obligations required to be complied with or performed by
it pursuant to this Agreement at or prior to such Closing; and


 


(c)            the
Company shall have received a certificate, signed on behalf of the Investor by an executive officer thereof, certifying that the conditions
set forth in Section 6.02(a) and Section 6.02(b) have been satisfied.


 






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Section 6.03           Conditions
to the Obligations of the Investor. The obligations of the Investor to effect each Closing shall be further subject to the satisfaction
(or waiver, if permissible under applicable Law) on or prior to the Closing Date for such Closing of the following conditions:


 


(a)            the
representations and warranties of the Company (i) set forth in Sections 3.01, 3.02, 3.03(a), 3.03(b)(i)(A),
3.06, 3.10, 3.11, 3.12, and 3.13 shall be true and correct (disregarding all qualifications or limitations
as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) in all but de
minimis respects as of the date hereof and as of such Closing Date with the same effect as though made on and as of such date (except
to the extent expressly made as of an earlier date, in which case as of such earlier date), and (ii) set forth in this Agreement,
other than in Sections 3.01, 3.02, 3.03(a), 3.03(b)(i)(A), 3.06, 3.10, 3.11, 3.12,
and 3.13 shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material
Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of such Closing Date with the same
effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier
date), except, in the case of this clause (ii), where the failure to be true and correct has not had and would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect;


 


(b)            the
Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it
pursuant to this Agreement at or prior to such Closing;


 


(c)            the
Investor shall have received a certificate, signed on behalf of the Company by an executive officer thereof, certifying that the conditions
set forth in Section 6.03(a) and Section 6.03(b) have been satisfied;


 


(d)            prior
to the Initial Closing, the Company shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate
of Designation, and a certified copy thereof shall have been delivered to the Investor;


 


(e)            prior
to or upon the Subsequent Common Closing, to the extent that the initial Investor Designees designated to be Investor Directors have
been designated at least fifteen (15) Business Days prior to such Closing and such Investor Designees otherwise meet the requirements
set forth in Section 5.09(e), the Board shall have taken all actions necessary and appropriate to cause to be elected or appointed
to the Board, effective immediately following the Subsequent Common Closing, such initial Investor Designees; and


 


(f)             any
shares of Common Stock issued at such Closing and any shares of Common Stock issuable upon conversion of the Series A Preferred
Stock issued at such Closing at the Conversion Rate specified in the Certificate of Designations as in effect on the date hereof, in
each case shall have been covered by a Listing of Additional Shares Notification Form submitted to Nasdaq.


 


Section 6.04           Additional
Conditions to the Obligations of the Company and the Investor to Effect the Subsequent Common Closing. The respective obligations
of each of the Company and the Investor to effect the Subsequent Common Closing shall be further subject to the satisfaction (or waiver,
if permissible under applicable Law) on or prior to the Subsequent Common Closing Date of the following condition: CFIUS Clearance shall
have been obtained.


 






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Section 6.05           Additional
Conditions to the Obligations of the Investor to Effect the Second Preferred Closing and the Third Preferred Closing. The obligations
of the Investor to effect the Second Preferred Closing or the Third Preferred Closing, as applicable shall be further subject to the
satisfaction (or waiver, if permissible under applicable Law) on or prior to the Second Preferred Closing Date or the Third Preferred
Closing Date, as applicable, of the following conditions:


 


(a)            the
Company and the Investor shall have agreed to the EV Program Budget and the Preferred Funding Milestones; and


 


(b)            the
Preferred Funding Milestone for such Closing shall have been satisfied.


 


Article VII


 


Termination;
Survival


 


Section 7.01           Termination.
This Agreement may be terminated and the Transactions abandoned at any time prior to the Initial Closing:


 


(a)            by
the mutual written consent of the Company and the Investor;


 


(b)            by
either the Company or the Investor upon written notice to the other, if the Initial Closing has not occurred on or prior to November 7,
2023 (the “Termination Date”); provided that the right to terminate this Agreement under this Section 7.01(b) shall
not be available to any party if the breach by such party of its representations and warranties set forth in this Agreement or the failure
of such party to perform any of its obligations under this Agreement has been a principal cause of or resulted in the events specified
in this Section 7.01(b);


 


(c)            by
either the Company or the Investor if any Restraint enjoining or otherwise prohibiting consummation of the Transactions shall be in effect
and shall have become final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to this Section 7.01(c) shall
have used the required efforts to cause the conditions to Closing to be satisfied in accordance with Section 5.02;


 


(d)            by
the Investor if the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or
agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition
set forth in Section 6.03(a) or Section 6.03(b) and (ii) is incapable of being cured prior to
the Termination Date, or if capable of being cured, shall not have been cured within thirty (30) calendar days (but in no event
later than the Termination Date) following receipt by the Company of written notice of such breach or failure to perform from the Investor
stating the Investor’s intention to terminate this Agreement pursuant to this Section 7.01(d) and the basis for
such termination; provided that the Investor shall not have the right to terminate this Agreement pursuant to this Section 7.01(d) if
the Investor is then in material breach of any of its representations, warranties, covenants or agreements hereunder; or


 






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(e)            by
the Company if the Investor shall have breached any of its representations or warranties or failed to perform any of its covenants or
agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition
set forth in Section 6.02(a) or Section 6.02(b) and (ii) is incapable of being cured prior to
the Termination Date, or if capable of being cured, shall not have been cured within thirty (30) calendar days (but in no event
later than the Termination Date) following receipt by the Investor of written notice of such breach or failure to perform from the Company
stating the Company’s intention to terminate this Agreement pursuant to this Section 7.01(e) and the basis for
such termination; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.01(e) if
the Company is then in material breach of any of its representations, warranties, covenants or agreements hereunder.


 


Section 7.02           Effect
of Termination. In the event of the termination of this Agreement as provided in Section 7.01, written notice thereof
shall be given to the other party, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall
forthwith become null and void (other than Article I, Section 5.05, this Section 7.02 and Article VIII,
all of which shall survive termination of this Agreement), and there shall be no liability on the part of the Investor or the Company
or their respective directors, officers and Affiliates, except that no such termination shall relieve any party from liability for damages
to another party resulting from a knowing or intentional breach of this Agreement or from Fraud.


 


Section 7.03           Survival.
Except in the case of Fraud, the representations and warranties of the parties set forth in this Agreement and in any document delivered
in connection herewith shall not survive the Closing. All of the covenants or other agreements of the parties contained in this Agreement
shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived
in writing by the party entitled to such performance.


 


Article VIII


 


Miscellaneous


 


Section 8.01           Amendments;
Waivers. Subject to compliance with applicable Law, this Agreement may be amended or supplemented in any and all respects by written
agreement of the parties hereto.


 


Section 8.02           Extension
of Time, Waiver, Etc. The Company and the Investor may, subject to applicable Law, (a) waive any inaccuracies in the representations
and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance
of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained
herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding
the foregoing, no failure or delay by the Company or the Investor in exercising any right hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.
Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party.


 






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Section 8.03           Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation
of Law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto; provided, however,
that (a) the Investor or any Investor Party may assign its rights, interests and obligations under this Agreement, in whole or in
part, to one or more Investor Parties and (b) in the event of such assignment, the assignee shall agree in writing to be bound by
the provisions of this Agreement, including the rights, interests and obligations so assigned; provided that no such assignment
will relieve the Investor of its obligations hereunder prior to or at each of the Closing; provided, further, that no Investor
Party shall assign any of its obligations hereunder with the primary intent of avoiding, circumventing or eliminating such Investor Party’s
obligations hereunder.


 


Section 8.04           Counterparts.
This Agreement and any other Transaction Documents may be executed in one or more counterparts (including by facsimile and electronic
mail), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of the parties hereto (including by electronic signature)
and delivered to the other parties hereto (including electronically, e.g., in PDF format).


 


Section 8.05           Entire
Agreement; No Third-Party Beneficiaries. This Agreement, including the Company Disclosure Letter, together with the other Transaction
Documents, constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among
the parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Agreement
shall confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies hereunder.


 


Section 8.06           Governing
Law; Jurisdiction.


 


(a)            This
Agreement and all matters, claims or Actions (whether at law, in equity, in Contract, in tort or otherwise) based upon, arising out of
or relating to this Agreement, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the
laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws
that might otherwise govern under any applicable conflict of Laws principles.


 


(b)            All
Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or,
if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the
State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such
Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The
consents to jurisdiction and venue set forth in this Section 8.06 shall not constitute general consents to service of process
in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer
rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising
out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 8.09
of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing
in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial
court judgment.


 






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Section 8.07           Specific
Enforcement. The parties hereto agree that irreparable damage for which monetary relief, even if available, would not be an adequate
remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise
breached, including if the parties hereto fail to take any action required of them hereunder to cause each of the Closings to occur,
and that time is of the essence. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction or injunctions,
specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions
hereof (including, for the avoidance of doubt, the right of the Company to cause the purchases contemplated by Section 2.01
to be consummated on the terms and subject to the conditions set forth in this Agreement) in the courts described in Section 8.06
without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement
and (b) the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor
the Investor would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is
unenforceable, invalid, contrary to Law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would
provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that
any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in accordance with this Section 8.07 shall not be required to provide any bond or other security in connection
with any such order or injunction.


 


Section 8.08           WAIVER
OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH
PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 8.08.


 






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Section 8.09           Notices.
All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally,
by facsimile (which is confirmed), emailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties
at the following addresses:


 


(a)            If
to the Company, to it at:


 


Lordstown Motors Corp.

2300 Hallock Young Road

Lordstown, Ohio 44481

Attention: CEO and General Counsel


 


with a copy (which shall not constitute notice) to:


 


Baker &
Hostetler LLP

127 Public Square, Suite 2000

Cleveland, Ohio 44114

Attention:      Ronald Stepanovic


 


(b)            If
to the Investor or any Investor Party, to the Investor at:


 


Foxconn Ventures Ptd. Ltd. 


c/o Hon Hai Precision Industry Co., Ltd. 


No. 66, Zhongshan Road

Tucheng Industrial Zone

Tucheng District

New Taipei City

23680

Taiwan

Attention: Jerry Hsiao


 


with a copy (which shall not constitute notice) to:


 


Paul Hastings LLP

200 Park Avenue

New York, NY 10166

Attention: Mike Huang


 






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or such other address, email address or facsimile number as such party
may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed
received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt
and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt.


 


Section 8.10           Severability.
If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal
or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement
shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by applicable Law.


 


Section 8.11           Expenses.
Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors
and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and
expenses, whether or not the Closing shall have occurred.


 


Section 8.12           Interpretation.


 


(a)            When
a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of,
a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be
deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement. The words “date hereof” when used in this Agreement shall refer to the date of this Agreement. The terms
 “or”, “any” and “either” are not exclusive. The word “extent” in the phrase “to
the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “made
available to the Investor” and words of similar import refer to documents delivered in Person or electronically to the Investor
or its respective Representatives. All accounting terms used and not defined herein shall have the respective meanings given to them
under GAAP. All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant
hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. In the event that the Common Stock
is listed on a national securities exchange other than the Nasdaq, all references herein to the Nasdaq shall be deemed to be references
to such other national securities exchange. Any agreement, instrument or statute defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor
statutes and references to all attachments thereto and instruments incorporated therein. Unless otherwise specifically indicated, all
references to “dollars” or “$” shall refer to the lawful money of the United States. References to a Person are
also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any
act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded
(and unless if otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall
end on the next succeeding Business Day).


 


(b)           The
parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.


 


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left blank]


 






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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered as of the date first above written.


 


	 	LORDSTOWN
    MOTORS CORP.
	 	 
	 	By:	/s/
Edward T. Hightower
	 	 	Name:
    Edward T. Hightower
	 	 	Title:
    CEO and President 






 


	 	FOXCONN
    VENTURES PTE. LTD.
	 	 
	 	By:	 /s/ Jerry Hsiao
	 	 	Name: Jerry Hsiao
	 	 	Title:
    Authorized Signatory






 


[Signature Page to Investment Agreement]


 






     


     


    

 


ANNEX I


 


 


[To be attached]


 






     


     


    

 


ANNEX II


 


 


[To be attached]