Exhibit 10.1


 


STANDBY EQUITY PURCHASE AGREEMENT


 


THIS STANDBY EQUITY PURCHASE
AGREEMENT (this “Agreement”) dated as of February 15, 2022 is made by and between YA II PN, LTD., a Cayman
Islands exempt limited partnership (the “Investor”), and ROMEO POWER, INC., a company incorporated under the
laws of the State of Delaware (the “Company”).


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $350 million of the Company’s
shares of common stock, par value $0.0001 per share (the “Common Shares”); and


 


WHEREAS, the Common
Shares are listed for trading on the New York Stock Exchange under the symbol “RMO;” and


 


WHEREAS, the offer
and sale of the Common Shares issuable hereunder will be registered on the Company’s registration statement on Form S-3 (file No.
333-262355) under Section 5 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities
Act”).


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


Article I. Certain Definitions


 


Section 1.01        “Additional
Shares” shall have the meaning set forth in Section 2.01(d)(ii).


 


Section 1.02        “Adjusted
Advance Amount” shall have the meaning set forth in Section 2.01(d)(i).


 


Section 1.03       
“Advance Date” shall mean the 1st Trading Day after expiration of the applicable Pricing Period
for each Advance.


 


Section 1.04        “Advance
Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer
of the Company and setting forth the amount of an Advance that the Company desires to issue and sell to the Investor.


 


Section 1.05       
“Advance Notice Date” shall mean each date the Company delivers (in accordance with Section 2.01(b) of this
Agreement) to the Investor an Advance Notice, subject to the terms of this Agreement.


 


Section 1.06       
“Advances” shall mean any issuance and sale from the Company to the Investor pursuant to Article II hereof.


 


Section 1.07       
“Affiliate” shall have the meaning set forth in Section 3.07.


 


Section 1.08       
“Agreement” shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.09       
“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives,
policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including
without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting,
(ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United
States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.


 






     


     


    

 


Section 1.10       
“Basket” shall have the meaning set forth in Section 5.04.


 


Section 1.11       
“Black Out Period” shall have the meaning set forth in Section 6.02


 


Section 1.12       
“Closing” shall have meaning set forth in Section 2.02.


 


Section 1.13       “Commitment
Amount” shall mean $350,000,000 of Common Shares, provided that, the Company shall not affect any sales under this Agreement
and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent)
that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 19.99%
of the outstanding Common Shares as of the date of this Agreement (the “Exchange Cap”); provided further that,
the Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap in
accordance with the rules of the Principal Market, (b) all applicable sales of common stock under the SEPA equals or exceeds the Minimum
Price (as defined in Section 312.03 of the NYSE Listed Company Manual), or (c) as to any Advance, the issuance of Shares in respect of
such Advance would be excluded from the Exchange Cap under rules of the NYSE (or interpretive guidance provided by the NYSE with respect
thereto) in effect as of the date the determination of whether this clause (c) applies.


 


Section 1.14       
“Commitment Period” shall mean the period commencing on the date hereof and expiring upon the date of termination
of this Agreement in accordance with Section 11.02.


 


Section 1.15       
“Common Shares” shall have the meaning set forth in the recitals of this Agreement.


 


Section 1.16       
“Company” shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.17       
“Company Indemnitees” shall have the meaning set forth in Section 5.02.


 


Section 1.18       
“Condition Satisfaction Date” shall have the meaning set forth in Section 7.01.


 


Section 1.19       
“Environmental Laws” shall have the meaning set forth in Section 4.08.


 


Section 1.20       
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


Section 1.21       
“Hazardous Materials” shall have the meaning set forth in Section 4.08.


 


Section 1.22       
“Indemnified Liabilities” shall have the meaning set forth in Section 5.01.


 


Section 1.23       
“Investor” shall have the meaning set forth in the preamble of this Agreement.


 






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Section 1.24       
“Investor Indemnitees” shall have the meaning set forth in Section 5.01.


 


Section 1.25       
“Market Price” shall mean the average of the VWAPs during each Trading Day of the relevant Pricing Period.


 


Section 1.26       
“Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be
expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated
herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company
and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under this Agreement.


 


Section 1.27       
“Material Outside Event” shall have the meaning set forth in Section 6.08.


 


Section 1.28       
“Maximum Advance Amount” in respect of each Advance Notice means $25,000,000.


 


Section 1.29       “Minimum
Acceptable Price” or “MAP” shall mean the minimum price notified by the Company to the Investor in each
Advance Notice, if applicable.


 


Section 1.30       
“OFAC” shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


Section 1.31       
“Ownership Limitation” shall have the meaning set forth in Section 2.01I(i).


 


Section 1.32       
“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other
entity or organization, including a government or political subdivision or an agency or instrumentality thereof.


 


Section 1.33       
“Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution
of the Shares.


 


Section 1.34       
“Pre-Advance Date” shall have the meaning set
forth in Section 2.05(b).


 


Section 1.35       
“Pre-Advance Loan” shall have the meaning set
forth in Section 2.05(a).


 


Section 1.36       
“Pricing Period” shall mean the three (3) consecutive Trading Days commencing on the Advance Notice Date.


 


Section 1.37       
“Principal Market” shall mean the New York Stock Exchange.


 


Section 1.38       
“Promissory Note” shall have the meaning set forth in Section 2.05(b).


 


Section 1.39       
“Prospectus” means any prospectus (including, without limitation, all amendments and supplements thereto) used
in connection with a Registration Statement.


 






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Section 1.40       “Prospectus
Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities
Act, including, without limitation, any Prospectus Supplement to be filed in accordance with Section 6.01 hereof.


 


Section 1.41       “Purchase
Price” shall mean the price per Share obtained by multiplying the Market Price by 96.25% in respect of any Shares purchased
hereunder.


 


Section 1.42       “Registrable
Securities” shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to any of the foregoing by way
of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or
other reorganization or otherwise.


 


Section 1.43       
“Registration Limitation” shall have the meaning set forth in Section 2.01(c)(ii).


 


Section 1.44       “Registration
Statement” shall mean a registration statement on Form S-3 or on such other form promulgated by the SEC for which the Company
then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the
offer and sale to, and resale by, the Investor of the Registrable Securities under the Securities Act.


 


Section 1.45       
“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.


 


Section 1.46       
“Request” shall have the meaning set forth
in Section 2.05(a).


 


Section 1.47       
“Sanctions” means any sanctions administered or enforced by OFAC, the U.S. State Department, the United Nations
Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority.


 


Section 1.48       
“Sanctions Programs” means any OFAC economic sanction program (including, without limitation, programs related
to Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


Section 1.49       
“SEC” shall mean the U.S. Securities and Exchange Commission.


 


Section 1.50       
“SEC Documents” shall have the meaning set forth in Section 4.05.


 


Section 1.51       
“Securities Act” shall have the meaning set forth in the recitals of this Agreement.


 


Section 1.52       
“Settlement Document” shall have the meaning set forth in Section 2.02(a).


 


Section 1.53       
“Shares” shall mean the Common Shares to be issued from time to time hereunder pursuant to an Advance.


 


Section 1.54       
“Subsidiaries” shall have the meaning set forth in Section 4.01.


 


Section 1.55       
“Trading Day” shall mean any day during which the Principal Market shall be open for business.


 






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Section 1.56       
“Transaction Documents” shall have the meaning set forth in Section 4.02.


 


Section 1.57       
“VWAP” means, for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading
Day on the Principal Market during regular trading hours as reported by Bloomberg L.P.


 


Article II. Advances


 


Section 2.01       
Advances; Mechanics. Subject to the terms and conditions of this Agreement (including, without limitation, the provisions
of Article VII hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase
from the Company, Common Shares on the following terms:


 


		(a)	Advance Notice. At any time during
                                            the Commitment Period the Company may require the Investor to purchase Shares by delivering
                                            an Advance Notice to the Investor, subject to the conditions set forth in Section 7.01, and
                                            in accordance with the following provisions:



 


		(i)	The Company shall, in its sole discretion,
                                            select the amount of the Advance, not to exceed the Maximum Advance Amount, it desires to
                                            issue and sell to the Investor in each Advance Notice and the time it desires to deliver
                                            each Advance Notice.



 


		(ii)	There shall be no mandatory minimum Advances
                                            and no non-usages fee for not utilizing the Commitment Amount or any part thereof.



 


		(b)	Date of Delivery of Advance Notice.
                                            Advance Notices shall be delivered in accordance with the instructions set forth on the bottom
                                            of Exhibit A. An Advance Notice shall be deemed delivered on (i) the day it is received
                                            by the Investor if such notice is received by email on or before 8:30 a.m. Eastern Time in
                                            accordance with the instructions set forth on the bottom of Exhibit A, or (ii)
                                            the immediately succeeding day if it is received by email after 8:30 a.m. Eastern Time, in
                                            each case in accordance with the instructions
                                            set forth on the bottom of Exhibit A.



 


		(c)	Advance Limitations. Regardless
                                            of the amount of an Advance requested by the Company in the Advance Notice, the final number
                                            of Shares to be issued and sold pursuant to an Advance Notice shall be reduced in accordance
                                            with each of the following limitations:



 


		(i)	Ownership Limitation; Commitment Amount.
                                            At the request of the Company, the Investor will inform the Company of the amount of shares
                                            the Investor currently beneficially owns. In no event shall the number of Common Shares issuable
                                            to the Investor pursuant to an Advance cause the aggregate number of Common Shares beneficially
                                            owned (as calculated pursuant to Section 13(d) of the Exchange Act) by the Investor and its
                                            Affiliates as a result of previous issuances and sales of Common Shares to Investor under
                                            this Agreement to exceed 9.99% of the then outstanding Common Shares (the “Ownership
                                            Limitation”). The Investor agrees to use commercially reasonable efforts to sell
                                            all Shares issued to it pursuant to any Advance hereunder within 15 trading
days following the date on which the Closing to which such Advance relates occurs (it being understood that the Investor may at all times
retain ownership of a de minimis number of Shares). In connection with each Advance Notice delivered by the Company, any portion of the
Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and
sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the
Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal
to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will
promptly notify the Company of such event.



 






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		(ii)	Registration and Exchange Limitation.
                                            In no event shall an Advance exceed the amount registered under the Registration Statement
                                            then in effect (the “Registration Limitation”) or the Exchange Cap, to
                                            the extent applicable. In connection with each Advance Notice, any portion of an Advance
                                            that would exceed the Registration Limitation or the Exchange Cap shall automatically be
                                            withdrawn with no further action required by the Company and such Advance Notice shall be
                                            deemed automatically modified to reduce the aggregate amount of the requested Advance by
                                            an amount equal to such withdrawn portion in respect of each Advance Notice; provided that
                                            in the event of any such automatic withdrawal and automatic modification, Investor will promptly
                                            notify the Company of such event.



 


		(d)	Minimum Acceptable Price.



 


		(i)	With respect to each Advance Notice, the
                                            Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP
                                            on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be
                                            in effect in connection with such Advance. Each Trading Day during a Pricing Period for which
                                            (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below
                                            the Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there
                                            is no VWAP (each such day, an “Excluded Day”), shall result in an automatic
                                            reduction to the amount of the Advance set forth in such Advance Notice by one-third (the
                                            resulting amount of each Advance being the “Adjusted Advance Amount”),
                                            and each Excluded Day shall be excluded from the Pricing Period for purposes of determining
                                            the Market Price.



 


		(ii)	The total Shares in respect of each Advance
                                            (after reductions have been made to arrive at the Adjusted Advance Amount) shall be automatically
                                            increased by such number of Common Shares (the “Additional Shares”) equal
                                            to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the
                                            price paid per share for each Additional Share shall be equal to the MAP in effect with respect
                                            to such Advance Notice (without any further discount), provided
that this increase shall not cause the total Advance to exceed the amount set forth in the original Advance Notice or any limitations
set forth in Section 2.01(c).



 






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		(e)	Notwithstanding any other provision in
                                            this Agreement, the Company and the Investor acknowledge and agree that upon the Investor’s
                                            receipt of a valid Advance Notice the parties shall be deemed to have entered into an unconditional
                                            contract binding on both parties for the purchase and sale of Shares pursuant to such Advance
                                            Notice in accordance with the terms of this Agreement and (i) subject to Applicable Law and
                                            (ii) subject to Section 3.08 (Trading Activities), the Investor may sell Common Shares
                                            during the Pricing Period.



 


Section 2.02       
Closings. The closing of each Advance and each sale and purchase of Shares (each, a “Closing”) shall
take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge
that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but
shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase
Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations
as set forth below:


 


		(a)	On each Advance Date, the Investor shall
                                            deliver to the Company a written document, in the form attached hereto as Exhibit B
                                            (each a “Settlement Document”), setting forth the final number of Shares
                                            to be purchased by the Investor (taking into account any adjustments pursuant to Section
                                            2.01), the Market Price, the Purchase Price, the aggregate proceeds to be paid by the
                                            Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP for each of
                                            the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another
                                            reporting service reasonably agreed to by the parties), in each case in accordance with the
                                            terms and conditions of this Agreement.



 


		(b)	Promptly after receipt of the Settlement
                                            Document with respect to each Advance (and, in any event, not later than one Trading Day
                                            after such receipt), the Company will, or will cause its transfer agent to, electronically
                                            transfer such number of Shares to be purchased by the Investor (as set forth in the Settlement
                                            Document) by crediting the Investor’s account or its designee’s account at the
                                            Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other
                                            means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification
                                            to the Investor that such share transfer has been requested. Promptly upon receipt of such
                                            notification, the Investor shall pay to the Company the aggregate purchase price of the Shares
                                            (as set forth in the Closing Statement) in cash in immediately available funds to an account
                                            designated by the Company in writing and transmit notification to the Company that such funds
                                            transfer has been requested. No fractional shares shall be issued, and any fractional amounts
                                            shall be rounded to the next higher whole number of shares. To facilitate the transfer of
                                            the Common Shares by the Investor, the Common Shares will not bear any restrictive legends
                                            so long as there is an effective Registration Statement covering such Common Shares (it being
                                            understood and agreed by the Investor that notwithstanding the lack of restrictive legends,
                                            the Investor may only sell such Common Shares pursuant to the plan of distribution set forth
                                            in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements
of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption).



 






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		(c)	On or prior to the Advance Date, each
                                            of the Company and the Investor shall deliver to the other all documents, instruments and
                                            writings expressly required to be delivered by either of them pursuant to this Agreement
                                            in order to implement and effect the transactions contemplated herein.



 


		(d)	Notwithstanding anything to the contrary
                                            in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor
                                            that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of
                                            a Black Out Period, the parties agree that the pending Advance shall end and the final number
                                            of Shares to be purchased by the Investor at the Closing for such Advance shall be equal
                                            to the number of Common Shares sold by the Investor during the applicable Pricing Period
                                            prior to the notification from the Company of a Material Outside Event or Black Out Period.



 


Section 2.03       
Hardship.


 


		(a)	In the event the Investor sells Common
                                            Shares after receipt of an Advance Notice and the Company fails to perform its obligations
                                            as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting
                                            the rights and obligations set forth in Article V hereto and in addition to any other remedy
                                            to which the Investor is entitled at law or in equity, including, without limitation, specific
                                            performance, it will hold the Investor harmless against any loss, claim, damage, or expense
                                            (including reasonable legal fees and expenses), as incurred, arising out of or in connection
                                            with such default by the Company and acknowledges that irreparable damage may occur in the
                                            event of any such default. It is accordingly agreed that the Investor shall be entitled to
                                            an injunction or injunctions to prevent such breaches of this Agreement and to specifically
                                            enforce (subject to the Securities Act and other rules of the Principal Market), without
                                            the posting of a bond or other security, the terms and provisions of this Agreement.



 


		(b)	In the event the Company provides an
                                            Advance Notice and the Investor fails to perform its obligations as mandated in Section 2.02,
                                            the Investor agrees that in addition to and in no way limiting the rights and obligations
                                            set forth in Article V hereto and in addition to any other remedy to which the Company is
                                            entitled at law or in equity, including, without limitation, specific performance, it will
                                            hold the Company harmless against any loss, claim, damage, or expense (including reasonable
                                            legal fees and expenses), as incurred, arising out of or in connection with such default
                                            by the Investor and acknowledges that irreparable damage may occur in the event of any such
                                            default. It is accordingly agreed that the Company shall be entitled to an injunction or
                                            injunctions to prevent such breaches of this Agreement and to specifically enforce (subject
                                            to the Securities Act and other rules of the Principal Market), without the posting of a
                                            bond or other security, the terms and provisions of this Agreement.



 


Section 2.04        Completion
of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount and has completed
the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the Company that
all subsequent resales are completed, and the Company will be under no further obligation to maintain the effectiveness of the
Registration Statement. The Company also shall have no further obligation to maintain the effectiveness of the Registration
Statement after the 180th day following the earlier to occur of the latest Closing that has occurred or the termination
of this Agreement in accordance with its terms.


 






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Section 2.05       
Pre-Advance Loans. Subject to the terms and conditions
of this Agreement (including, without limitation, the conditions set forth in Section 7.02 hereof):


 


		(a)	From
                                            time to time, subject to the terms and conditions set forth herein, the Company may request
                                            a pre-advance loan (each, a “Pre-Advance Loan”) from the Investor by providing
                                            written notice of such request to the Investor (each, a “Request”). Each
                                            Request for a Pre-Advance Loan shall be for a principal amount to be determined by the Company,
                                            but not to exceed $20,000,000. The closing of each Pre-Advance Loan shall take place on or
                                            before the 3rd business day following the date of the Request (the date of the
                                            closing of each Pre-Advance Loan shall be referred to as the “Pre-Advance Date”).



 


		(b)	Form of Payment; Deliveries.
                                            On each Pre-Advance Date, subject to the satisfaction of the conditions
                                            precedent to a Pre-Advance Loan set forth in Section 7.02 on such date, (i) the Investor
                                            shall pay to the Company the principal
                                            amount of the Pre-Advance Loan set forth in the Request, less a 2% original issue discount,
                                            in immediately available funds to an account designated by the Company in writing and transmit
                                            notification to the Company that such funds transfer has been requested, and (ii) the
                                            Company shall deliver to the Investor a promissory note in the form set forth as Exhibit
                                            C (the “Promissory Note”) attached hereto in the principal
                                            amount set forth in the Request, duly executed on behalf of the Company.



 


Article III. Representations
and Warranties of Investor


 


Investor hereby represents
and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as of each Advance Notice
Date and each Advance Date:


 


Section 3.01       
Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of
the Cayman Islands and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions
contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the
Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized
and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver
this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered
by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid
and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.


 






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Section 3.02       
Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of
evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company and
of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment
in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.


 


Section 3.03       
No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor
is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s
representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares
hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor
may lose all or a part of its investment.


 


Section 3.04       
Investment Purpose. The Investor is acquiring the Common Shares for its own account, for investment purposes and not with
a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under
or exempt from the registration requirements of the Securities Act or any applicable securities laws. The Investor agrees not to assign
or in any way transfer the Investor’s rights to the securities or any interest therein or its obligations under this Agreement
and acknowledges that the Company will not recognize any purported assignment or transfer except in accordance with applicable Federal
and state securities laws. The Investor agrees not to sell, hypothecate or otherwise transfer the Investor’s Common Shares unless
the sale of such shares is registered under Federal and state securities law or unless, in the opinion of counsel satisfactory to the
Company, an exemption from such registration is available. The Investor acknowledges that it will
be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any Prospectus
contained therein.


 


Section 3.05       
Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3)
of Regulation D.


 


Section 3.06       
Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to
the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision.
The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management
and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor
or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on
the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company
has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of
the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement.
The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice,
as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.


 






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Section 3.07       
Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with the Company or any “affiliate” of the
Company (as that term is defined in Rule 405 promulgated under the Securities Act).


 


Section
3.08        Trading
Activities. The Investor’s trading activities with respect to the Common Shares shall
be in compliance with all applicable federal and state securities laws, rules and regulations and the rules and regulations of the Principal
Market. Neither the Investor nor its affiliates has any open short position in the Common Shares, nor
has the Investor entered into any hedging transaction that establishes a net short position with respect to the Common Shares,
and the Investor agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales or hedging
transactions with respect to the Common Shares; provided that the Company acknowledges and agrees that upon receipt of an Advance
Notice the Investor has the right to sell (a) the Shares to be issued to the Investor pursuant to the Advance Notice prior
to receiving such Shares, or (b) other Common Shares sold by the Company to Investor pursuant to this Agreement and which the Company
has continuously held as a long position.


 


Section 3.09       
General Solicitation. Neither the Investor, nor any of its affiliates,
nor any person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with any offer or sale of the Common Shares by the Investor.


 


Article IV. Representations
and Warranties of the Company


 


Except as set forth in the
SEC Documents, or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation
or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules
or in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent on the face of such disclosure that such
disclosure is applicable to such Section, the Company represents and warrants to the Investor that, as of the date hereof, each Advance
Notice Date and each Advance Date (other than representations and warranties which address
matters only as of a certain date, which shall be true and correct as written as of such certain date), that:


 


Section 4.01        Organization
and Qualification. Each of the Company and its Subsidiaries (as defined below) is an entity duly organized and validly existing
under the laws of its state of organization or incorporation, and has the requisite power and authority to own its properties and to
carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in
good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such
qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material
Adverse Effect. “Subsidiaries” means any Person (as defined below) in which the Company, directly or indirectly,
(x) owns a majority of the outstanding capital stock or holds a majority equity or similar interest of such Person or (y) controls
or operates all or substantially all of the business, operations or administration of such Person, and each of the foregoing, is
individually referred to herein as a “Subsidiary.”


 






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Section 4.02       
Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance
with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and
the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the
Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further
consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction
Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and,
assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be)
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and
except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents”
means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties
hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.


 


Section 4.03       
Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased
by the Investor pursuant to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors
of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided
herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security
interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar
rights, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof
set forth in or incorporated into the Prospectus.


 


Section 4.04        No
Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will
not (i) result in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries
(with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are
consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by
which any property or asset of the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii)
above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.


 






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Section 4.05       
SEC Documents. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was
required by law or regulation to file such material) (all of the foregoing filed within two years preceding the date hereof or amended
after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto
and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act, being
hereinafter referred to as the “SEC Documents”). The Company has made available to the Investor through the SEC’s
website at http://www.sec.gov, true and complete copies of the SEC Documents.


 


Section 4.06       
Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in SEC
Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position
of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’
equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and
Exchange Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied
on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of
unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be
condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate) during
the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries (as defined below) contained
or incorporated by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial
statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be
included or incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company
and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance
sheet obligations), not described in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated
by reference in the SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations
of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities
Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in
the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s
rules and guidelines applicable thereto.


 


Section 4.07       Registration
Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply
with the conditions for the use of Form S-3 under the Securities Act. Each Registration Statement and the offer and sale of Shares
as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said
Rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement or a
Prospectus, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration
Statement, any Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were
filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the
Investor and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of
the distribution of the Shares, will not distribute any offering material in connection with the offering or sale of the Shares
other than a Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the
Investor has consented.


 






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Section 4.08       
No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the
date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the
Securities Act. At each Advance Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects
with the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will not,
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The
documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated
by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material
fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under
which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance
upon, and in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.


 


Section 4.09       
Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement
thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto,
when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the
Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and
the Exchange Act, as applicable.


 


Section 4.10        Equity
Capitalization. As of the date hereof, the authorized capital of the Company consists of 250,000,000 shares of common stock, par
value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of the date hereof, the Company
had 134,471,143 shares of common stock outstanding and no shares of preferred stock outstanding. The Common Shares are registered
pursuant to Section 12(b) of the Exchange Act and is currently listed on the Principal Market under the trading symbol
“RMO.” The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the
Common Shares under the Exchange Act, delisting the Common Shares from the Principal Market, nor has the Company received any
notification that the Commission or the Principal Market is contemplating terminating such registration or listing. To the
Company’s knowledge, it is in compliance with all applicable listing requirements of the Principal Market.


 






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Section 4.11       
Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material
trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted,
except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement
by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge
of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened
against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service
names, service marks, service mark registrations, trade secret or other infringement, except as would not cause a Material Adverse Effect.


 


Section 4.12       
Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge
of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material
Adverse Effect.


 


Section 4.13       Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply
in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice
alleging any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing
clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect. The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution
or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface
or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices
or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


Section 4.14        Title.
Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simple or leasehold
title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim
or equitable interest other than such as are not material to the business of the Company. Any real property and facilities held
under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and
its Subsidiaries.


 






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Section 4.15       
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect.


 


Section 4.16       
Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material
certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own
their respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating
to the revocation or modification of any such certificate, authorization or permits.


 


Section 4.17       
Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and
to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.


 


Section 4.18       
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending against or affecting the Company, the Common Shares or any of the Company’s
Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.


 


Section 4.19       
Subsidiaries. Except as disclosed in the SEC Documents, the Company does not presently have any Subsidiaries.


 


Section 4.20       
Tax Status. Each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received
written notification any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers
of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.


 






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Section 4.21       Certain
Transactions. Except as not required to be disclosed pursuant to Applicable Law, none of the officers or directors of the Company
is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or
partner.


 


Section 4.22       
Rights of First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first
refusal basis to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,
agents or other third parties.


 


Section 4.23       
Dilution. The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing
shareholders and could significantly increase the outstanding number of Common Shares.


 


Section 4.24       
Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is
acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder.
The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its
representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s
purchase of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement
if the Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules
of the Principal Market.


 


Section 4.25       
Relationship of the Parties. Neither the Company, nor any of its subsidiaries, affiliates, nor any person acting on its
or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has
provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their
behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents. 


 


Section 4.26       
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.


 


Section 4.27       
Compliance with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Laws; the Company has
not received a notice of non-compliance by any director, officer or employee of the Company or any Subsidiary, or any agent, affiliate
or other person acting on behalf of the Company or any Subsidiary has not complied with Applicable Laws, and is not aware of any pending
change or contemplated change to any applicable law or regulation or governmental position; in each case that would have a Material Adverse
Effect.


 






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Section 4.28       Sanctions
Matters. Neither the Company, nor any Subsidiary of the Company, nor, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary of the Company, is a Person that is, or is owned or controlled by a Person that
is:


 


		(a)	on the list of Specially Designated Nationals
                                            and Blocked Persons maintained by OFAC from time to time;



 


		(b)	the subject of any Sanctions; or



 


		(c)	has a place of business in, or is operating,
                                            organized, resident or doing business in a country or territory that is, or whose government
                                            is, the subject of Sanctions Programs (including without limitation Crimea, Cuba, Iran, North
                                            Korea, Sudan and Syria).



 


Article V. Indemnification


 


The Investor and the Company
represent to the other the following with respect to itself:


 


Section 5.01        Indemnification
by the Company. In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the
Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor
and its investment manager, Yorkville Advisors Global, LP, and each of their respective officers, directors, partners, employees and
agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each
person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
(collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims,
losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith
(irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and
including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the
Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in
any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the
Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any
material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of
the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. To the
extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.


 






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Section 5.02       
Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and
in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and
hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from
and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of,
or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the
registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will
only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically
for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf
of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the
Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of
any covenant, agreement or obligation of the Investor(s) contained in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable
under Applicable Law, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities,
which is permissible under Applicable Law.


 


Section 5.03        Notice
of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company
Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying
party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so
notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is
prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be;
provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual
and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be
paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by
such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel
in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The
indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or
any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee
or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release
from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or
corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be
made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received
and payment therefor is due.


 






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Section
5.04        Remedies.
The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified
person at law or equity. The obligations of
the parties to indemnify or make contribution under this Article V shall survive expiration
or termination of this Agreement for a period of three years. Notwithstanding anything to the contrary under this Agreement or
Applicable Law, no party shall be entitled to any indemnification pursuant to this Article V (other than claims for any damages resulting
from fraud) until the aggregate amount of all such damages that would otherwise be indemnifiable to such party equals or exceeds $25,000
(the “Basket”), at which time such party shall be entitled to indemnification for the full amount of all damages (including
all damages incurred prior to exceeding the Basket).


 


Section 5.05       
Limitation of liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for
punitive, indirect, incidental or consequential damages.


 


Article VI.

Covenants of the Company


 


Section 6.01       
Registration Statement.


 


		(a)	Filing of a Registration Statement.
                                            The Company has or shall prepare and file with the SEC a Registration Statement, or multiple
                                            Registration Statements for the offer and sale to, and resale by, the Investor of Registrable
                                            Securities. The Company in its sole discretion may chose when to file such Registration Statements;
                                            provided, however, that the Company shall not have the ability
to request any Advances until the effectiveness of a Registration Statement.



 






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		(b)	Maintaining a Registration Statement.
                                            The Company shall use commercially reasonable efforts to maintain the effectiveness of any
                                            Registration Statement with respect to the Shares at all times during the Commitment Period,
                                            provided, however, that the Company shall be under no further obligation to maintain the
                                            effectiveness of the Registration Statement to the extent permitted pursuant to Section 2.04.
                                            Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure
                                            that, when filed, each Registration Statement (including, without limitation, all amendments
                                            and supplements thereto) and the prospectus (including, without limitation, all amendments
                                            and supplements thereto) used in connection with such Registration Statement shall not contain
                                            any untrue statement of a material fact or omit to state a material fact required to be stated
                                            therein, or necessary to make the statements therein (in the case of prospectuses, in the
                                            light of the circumstances in which they were made) not misleading. During the Commitment
                                            Period, the Company shall notify the Investor promptly if (i) the Registration Statement
                                            shall cease to be effective under the Securities Act, (ii) the Common Shares shall cease
                                            to be authorized for listing on the Principal Market, (iii) the Common Shares cease to be
                                            registered under Section 12(b) or Section 12(g) of the Exchange Act or (iv) the Company
                                            fails to file in a timely manner all reports and other documents required of it as a reporting
                                            company under the Exchange Act.



 


		(c)	Filing Procedures. Not less than
                                            one business day prior to the filing of a Registration Statement and not less than one business
                                            day prior to the filing of any related amendments and supplements to any Registration Statement
                                            (except for any amendments or supplements caused by the filing of any annual reports on Form
                                            10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any similar or successor
                                            reports), the Company shall furnish to the Investor copies of all such documents proposed
                                            to be filed, which documents (other than those filed pursuant to Rule 424 promulgated under
                                            the Securities Act) will be subject to the reasonable and prompt review of the Investor (in
                                            each of which cases, if such document contains material non-public information as consented
                                            to by the Investor pursuant to Section 6.13, the information provided to Investor will be
                                            kept strictly confidential until filed and treated as subject to Section 6.08). The Investor
                                            shall furnish comments on a Registration Statement and any related amendment and supplement
                                            to a Registration Statement to the Company within 24 hours of the receipt thereof. If
                                            the Investor fails to provide comments to the Company within such 24-hour period, then the
                                            Registration Statement, related amendment or related supplement, as applicable, shall be
                                            deemed accepted by the Investor in the form originally delivered by the Company to the Investor.



 


		(d)	Delivery of Final Documents. The
                                            Company shall furnish to the Investor without charge, (i) at least one copy of each Registration
                                            Statement as declared effective by the SEC and any amendment(s) thereto, including financial
                                            statements and schedules, all documents incorporated therein by reference, all exhibits and
                                            each preliminary prospectus, (ii) at the request of the Investor, at least one copy of the
                                            final prospectus included in such Registration Statement and all amendments and supplements
                                            thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents as the Investor may reasonably request from time to time in order to facilitate the
disposition of the Common Shares owned by the Investor pursuant to a Registration Statement. Filing of the forgoing with the SEC via
its EDGAR system shall satisfy the requirements of this section.



 






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		(e)	Amendments and Other Filings.
                                            The Company shall (i) prepare and file with the SEC such amendments (including post-effective
                                            amendments) and supplements to a Registration Statement and the related prospectus used in
                                            connection with such Registration Statement, which prospectus is to be filed pursuant to
                                            Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration
                                            Statement effective at all times during the Commitment Period, and prepare and file with
                                            the SEC such additional Registration Statements in order to register for resale under the
                                            Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be
                                            amended or supplemented by any required prospectus supplement (subject to the terms of this
                                            Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 promulgated
                                            under the Securities Act; (iii) provide the Investor copies of all correspondence from and
                                            to the SEC relating to a Registration Statement (provided that the Company may excise any
                                            information contained therein which would constitute material non-public information, and
                                            (iv) comply with the provisions of the Securities Act with respect to the disposition of
                                            all Common Shares of the Company covered by such Registration Statement until such time as
                                            all of such Common Shares shall have been disposed of in accordance with the intended methods
                                            of disposition by the seller or sellers thereof as set forth in such Registration Statement.
                                            In the case of amendments and supplements to a Registration Statement which are required
                                            to be filed pursuant to this Agreement (including pursuant to this Section
                                            6.01(e)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form
                                            8-K or any analogous report under the Exchange Act, the Company shall file such report in
                                            a prospectus supplement filed pursuant to Rule 424 promulgated under the Securities Act to
                                            incorporate such filing into the Registration Statement, if applicable, or shall file such
                                            amendments or supplements with the SEC either on the day on which the Exchange Act report
                                            is filed which created the requirement for the Company to amend or supplement the Registration
                                            Statement, if feasible, or otherwise promptly thereafter.



 


		(f)	Blue-Sky. The Company shall use
                                            its commercially reasonable efforts to, if required by Applicable Law, (i) register and qualify
                                            the Common Shares covered by a Registration Statement under such other securities or “blue
                                            sky” laws of such jurisdictions in the United States as the Investor reasonably requests,
                                            (ii) prepare and file in those jurisdictions, such amendments (including post-effective
                                            amendments) and supplements to such registrations and qualifications as may be necessary
                                            to maintain the effectiveness thereof during the Commitment Period, (iii) take such other
                                            actions as may be necessary to maintain such registrations and qualifications in effect at
                                            all times during the Commitment Period, and (iv) take all other actions reasonably necessary
                                            or advisable to qualify the Common Shares for sale in such jurisdictions; provided, however,
                                            that the Company shall not be required in connection therewith or as a condition thereto
                                            to (w) make any change to its Articles of Incorporation or Bylaws, (x) qualify to do business
                                            in any jurisdiction where it would not otherwise be required to qualify but for this Section
                                            6.01(f), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Common Shares for
sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of
the initiation or threat of any proceeding for such purpose.



 






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Section 6.02       
Suspension of Registration Statement.


 


		(a)	Establishment of a Black Out Period.
                                            During the Commitment Period, the Company from time to time may suspend the use of the Registration
                                            Statement by written notice to the Investor in the event that the Company determines in its
                                            sole discretion in good faith that such suspension is necessary to (A) delay the disclosure
                                            of material nonpublic information concerning the Company, the disclosure of which at the
                                            time is not, in the good faith opinion of the Company, in the best interests of the Company
                                            or (B) amend or supplement the Registration Statement or prospectus so that such Registration
                                            Statement or prospectus shall not include an untrue statement of a material fact or omit
                                            to state a material fact required to be stated therein or necessary to make the statements
                                            therein, in light of the circumstances under which they were made, not misleading (a “Black
                                            Out Period”).



 


		(b)	No Sales by Investor During the Black
                                            Out Period. During such Black Out Period, the Investor agrees not to sell any Common
                                            Shares of the Company.



 


		(c)	Limitations
                                            on the Black Out Period. The Company shall not impose any Black Out Period that is longer
                                            than 45 days or in a manner that is more restrictive (including, without limitation, as to
                                            duration) than the comparable restrictions that the Company may impose on transfers of the
                                            Company’s equity securities by its directors and senior executive officers. In addition,
                                            the Company shall not deliver any Advance Notice during any Black Out Period. If the public
                                            announcement of such material, nonpublic information is made during a Black Out Period, the
                                            Black Out Period shall terminate immediately after such announcement, and the Company shall
                                            immediately notify the Investor of the termination of the Black Out Period.



 


Section 6.03       
Listing of Common Shares. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will
have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice
of issuance.


 


Section 6.04       
Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have
received an opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.


 


Section 6.05       
Exchange Act Registration. The Company will file in a timely manner all reports and other documents required of it as a
reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act
or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.


 






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Section 6.06        Transfer
Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required
by the transfer agent for the Common Shares) cause legal counsel for the Company to deliver to the transfer agent for the Common Shares
(with a copy to the Investor) instructions to issue Common Shares to the Investor free of restrictive legends upon each Advance if the
delivery of such instructions are consistent with Applicable Law.


 


Section 6.07       
Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence
of the Company during the Commitment Period.


 


Section 6.08       
Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify
the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration
Statement or related prospectus relating to an offering of Common Shares (in each of which cases the information provided to Investor
will be kept strictly confidential): (i) except for requests made in connection with SEC investigations disclosed in SEC Documents, receipt
of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness
of the Registration Statement or any request for amendments or supplements to the Registration Statement or related prospectus; (ii)
the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Common Shares for sale in any jurisdiction or the initiation or written
threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement
or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement
or supplement a related prospectus to comply with the Securities Act or any other law; and (v) the Company’s reasonable determination
that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the
Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice,
and the Company shall not sell any Shares pursuant to any pending Advance Notice (other than as required pursuant to Section 2.02(d)),
during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through
(v), inclusive, a “Material Outside Event”).


 


Section 6.09        Consolidation.
If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or
into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in
such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance have been
received by the Investor.


 






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Section 6.10       
Market Activities. The Company will not, directly or indirectly, take any action designed to cause or result in, or that
constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company
under Regulation M of the Exchange Act.


 


Section 6.11       
Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,
will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing
and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement
thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements
of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s
counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions
of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments
or supplements thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading
on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.


 


Section 6.12       
Current Report. On or before 9:30 a.m., New York time, on the second business day after the date of this Agreement, the
Company shall file a current report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction
Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this
Agreement (and all schedules to this Agreement) (including all attachments, the “Current Report”). The Company shall
not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents
not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries without the express
prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion and if granted must include
an agreement to keep such information confidential until publicly disclosed or 45 days have passed); it being understood that the mere
notification of Investor required pursuant to Section 6.08(iv) hereof shall not in and of itself be deemed to be material non-public
information. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall publicly
disclose, no later than thirty (30) days following the date hereof, but in any event prior to delivering the first Advance Notice hereunder,
any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the
transactions contemplated herein, which, following the date hereof would, if not so disclosed, constitute material, non-public information
regarding the Company or its Subsidiaries.


 


Section 6.13       
Advance Notice Limitation. The Company shall not deliver an Advance Notice if a shareholder meeting (other than an annual
shareholder meeting) or corporate action date, or the record date for any shareholder meeting or any corporate action, would fall during
the period beginning two Trading Days prior to the date of delivery of such Advance Notice and ending two Trading Days following the
Closing of such Advance.


 






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Section 6.14       Use
of Proceeds. The Company will use the proceeds from the sale of the Common Shares hereunder for working capital and other general
corporate purposes or, if different, in a manner consistent with the application thereof described in the Registration Statement. Neither
the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute,
facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities or
business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC,
or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions
Programs, or (ii) in any other manner that will result in a violation of Sanctions or Applicable Laws.


 


Section 6.15       
Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.


 


Section 6.16       
Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling
persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably
be expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any
compensation for soliciting purchases of the Shares.


 


Section 6.17       
Advance Notices Issued if Pre-Advance Loan is Outstanding. During such time a Pre-Advance Loan is outstanding all proceeds
from Advance Notices shall first be utilized to repay such outstanding Pre-Advance Loan.


 


Article VII.

Conditions for Delivery of Advance Notice and Request


 


Section 7.01       
Conditions Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance
Notice and the obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each
Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:


 


		(a)	Accuracy of the Company’s Representations
                                            and Warranties. The representations and warranties of the Company in this Agreement shall
                                            be true and correct in all material respects.



 


		(b)	Registration of the Common Shares
                                            with the SEC. There is an effective Registration Statement pursuant to which the Investor
                                            is permitted to utilize the prospectus thereunder to resell all of the Common Shares issuable
                                            pursuant to such Advance Notice. The Company shall have filed with the SEC in a timely manner
                                            all reports, notices and other documents required under the Exchange Act and applicable SEC
                                            regulations during the twelve-month period immediately preceding the applicable Condition
                                            Satisfaction Date.



 


		(c)	Authority. The Company shall have
                                            obtained all permits and qualifications required by any applicable state for the offer and
                                            sale of all the Common Shares issuable pursuant to such Advance Notice or shall have the
                                            availability of exemptions therefrom. The sale and issuance of such Common Shares shall
be legally permitted by all laws and regulations to which the Company is subject.



 






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		(d)	No Material Outside Event. No
                                            Material Outside Event shall have occurred and be continuing.



 


		(e)	Performance by the Company. The
                                            Company shall have performed, satisfied and complied in all material respects with all covenants,
                                            agreements and conditions required by this Agreement to be performed, satisfied or complied
                                            with by the Company at or prior the applicable Condition Satisfaction Date.



 


		(f)	No Injunction. No statute, rule,
                                            regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
                                            promulgated or endorsed by any court or governmental authority of competent jurisdiction
                                            that prohibits or directly, materially and adversely affects any of the transactions contemplated
                                            by this Agreement.



 


		(g)	No Suspension of Trading in or Delisting
                                            of Common Shares. The Common Shares are quoted for trading on the Principal Market and
                                            all the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading
                                            on the Principal Market. The issuance of Common Shares with respect to the applicable Advance
                                            Notice will not violate the shareholder approval requirements of the Principal Market. The
                                            Company shall not have received any written notice that is then still pending threatening
                                            the continued quotation of the Common Shares on the Principal Market.



 


		(h)	Authorized. There shall be a sufficient
                                            number of authorized but unissued and otherwise unreserved Common Shares for the issuance
                                            of all of the Shares issuable pursuant to such Advance Notice.



 


		(i)	Executed Advance Notice. The representations
                                            contained in the applicable Advance Notice shall be true and correct in all material respects
                                            as of the applicable Condition Satisfaction Date.



 


		(j)	Consecutive Advance Notices. Except
                                            with respect to the first Advance Notice, the Company shall have delivered all Shares relating
                                            to all prior Advances, and, unless waived by the Investor, at least 5 Trading Days shall
                                            have elapsed from the immediately preceding Advance Date.



 


Section 7.02       
Conditions Precedent to Pre-Advance Loans. The obligations of the Investor to advance the pay
to the Company the principal amount of a Pre-Advance Loan set forth in a Request as provided herein on each Pre-Advance Date shall
be subject to the timely performance by the Company of their obligations hereunder, and to each of the following conditions:


 


		(a)	Advance Notice Conditions. The
                                            satisfaction of all the conditions precedent to the right of the Company to deliver an Advance
                                            Notice set forth in Section 7.01(a), (d), (e), and (f) above shall be satisfied.



 






    - 27 - 


     


    

 





		(b)	Registration of the Common Shares
                                            with the SEC. There is an effective Registration Statement pursuant to which the Investor
                                            is permitted to utilize the prospectus thereunder to resell Common Shares issuable pursuant
                                            to such Advance Notice with a market value of no less than 1.5 times the principal amount
                                            of the Pre-Advance Loan. The Company shall have filed with the SEC in a timely manner all
                                            reports, notices and other documents required under the Exchange Act and applicable SEC regulations
                                            during the twelve-month period immediately preceding the applicable measurement date or have
                                            made the filings necessary to cure any deficiencies.



 


		(c)	Authority. The issuance of the
                                            Promissory Note in respect of the Pre-Advance Loan, and the performance by the Company thereunder,
                                            including, without limitation, the payment obligations, is legally permitted by all laws
                                            and regulations to which the Company is subject and is not in conflict with, or prohibited
                                            by, the organizational documents of the Company, or any contract, agreement, or arrangement
                                            with any third party.



 


		(d)	No Suspension of Trading in or Delisting
                                            of Common Shares. The Common Shares are quoted for trading on the Primary Market. The
                                            Company shall have the capacity to issue such number of Common Shares with a market value
                                            of no less than 1.5 times the principal amount of the Pre-Advance Loan without breaching
                                            the Exchange Cap. The Company shall not have received any written notice that is then still
                                            pending threatening the continued quotation of the Common Shares on the Primary Market.



 


		(e)	Minimum Price. The market price
                                            of the Common Shares on the Principal Market is greater than $1.00 per share.



 


		(f)	Authorized. There shall be a sufficient
                                            number of authorized but unissued Common Shares reserved for the issuance by the Company
                                            in an amount with a market value of no less than 1.5 times the principal amount of the Pre-Advance
                                            Loan.



 


		(g)	No Outstanding Advances. There
                                            shall be no outstanding Pre-Advance Loans which have not been fully repaid or any Advance
                                            Notice which have not closed.



 


		(h)	Bring Down Certificate. The Investor
                                            shall have received on and as of the Pre-Advance Loan Date a certificate of an executive
                                            officer of the Company confirming that all of the representations and warranties of the Company
                                            in this Agreement are true and correct on and as of the Pre-Advance Loan Date, and that the
                                            Company has complied with all agreements and covenants and satisfied all other conditions
                                            on its part to be performed or satisfied hereunder at or prior to the Pre-Advance Closing
                                            Date.



 


Article VIII.

Non-Disclosure of Non-Public Information


 


The Company covenants and agrees that, other
than as expressly required by Section 6.08 hereof, or, with the Investor’s consent pursuant to Section 6.01(c) and Section
6.13, it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing,
any material non-public information (as determined under the Securities Act, the Exchange Act, or the rules and regulations of the
SEC) to the Investor without also disseminating such information to the public, unless prior to disclosure of such information the
Company identifies such information as being material non-public information and provides the Investor with the opportunity to
accept or refuse to accept such material non-public information for review. Unless specifically agreed to in writing, in no event
shall the Investor have a duty of confidentiality, or be deemed to have agreed to maintain information in confidence, with respect
to the delivery of any Advance Notices.


 






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Article IX.

Non-Exclusive Agreement


 


Notwithstanding anything
contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time
throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities
and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted
into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures,
and/or grant any rights with respect to its existing and/or future share capital.


 


Article X.

Choice of Law/Jurisdiction


 


This Agreement shall be governed
by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties
further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and
venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District
of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.


 


Article XI. Assignment;
Termination


 


Section 11.01   
Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.


 


Section 11.02   
Termination.


 


		(a)	Unless earlier terminated as provided
                                            hereunder, this Agreement shall terminate automatically on the earliest of (i) the first
                                            day of the month next following the 24-month anniversary of the date hereof or (ii) the date
                                            on which the Investor shall have made payment of Advances pursuant to this Agreement for
                                            Common Shares equal to the Commitment Amount.



 


		(b)	The Company may terminate this Agreement
                                            effective upon five Trading Days’ prior written notice to the Investor; provided that
                                            (i) there are no outstanding Advance Notices, the Common Shares under which have yet to be
                                            issued, (ii) there are no outstanding Pre-Advance Loans which have not be fully repaid, and
                                            (iii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This
                                            Agreement may be terminated at any time by the mutual written consent
of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent.



 






    - 29 - 


     


    

 


		(c)	Nothing in this Section 11.02 shall be
                                            deemed to release the Company or the Investor from any liability for any breach under this
                                            Agreement, or to impair the rights of the Company and the Investor to compel specific performance
                                            by the other party of its obligations under this Agreement. The indemnification provisions
                                            contained in Article V shall survive termination hereunder.



 


Article XII. Notices


 


Other than with respect to
Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents,
waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or e-mail if sent on a
Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S. certified
mail, return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers for such communications (except for Advance Notices which
shall be delivered in accordance with Exhibit A hereof) shall be:


 


	If to the Company, to:	Romeo Power, Inc.
 4380 Ayers Avenue
 Vernon, CA 90058
	 	Attention: 
	 	Telephone:
 Email:
	 	 
	With a copy to (which shall not constitute notice or delivery of process) to:	 
	 	 
	 	Paul Hastings LLP
 1999 Avenue of the Stars, 27th Floor
 Los Angeles, CA 90067
 Attention: 
 Telephone:
 Email:
	 	 
	If to the Investor(s):	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:
	 	 
	 	Telephone:
	 	Email:



 






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	With a Copy (which shall not constitute notice or delivery of process) to:	 
 1012 Springfield Avenue
 Mountainside, NJ 07092
	 	Telephone:
	 	Email:



 


Either may change its information contained in
this Article XII by delivering notice to the other party as set forth herein.


 


Article XIII. Miscellaneous


 


Section 13.01   
Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or
other electronically scanned and delivered signatures, including by e-mail attachment, shall be deemed originals for all purposes of
this Agreement.


 


Section 13.02   
Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor,
the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement
contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,
neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.


 


Section 13.03   
Reporting Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or
trading volume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor
thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


Section 13.04   
Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any
attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated
hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring and due diligence fee
in the amount of $10,000, which the Investor acknowledges has been received prior to the date hereof.


 


Section 13.05    Brokerage.
Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who
will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand,
agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage
commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in
connection with this Agreement or the transactions contemplated hereby.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 






    - 31 - 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as
of the date first set forth above.


 


	 	COMPANY:
	 	Romeo
    Power, Inc.  
	 	 
	 	By:	  /s/ Matthew Sant



	 	Name:	 Matthew Sant
	 	Title:	 General Counsel and Secretary
	 	 
	 	INVESTOR:
	 	YA
    II PN, Ltd.
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	 Investment Manager
	 	 
	 	 	By:	Yorkville Advisors Global II, LLC
	 	 	Its:	General Partner



 


	 	 	By:	  /s/ M. Beckman



	 	 	Name:	 Matt Beckman
	 	 	Title:	Member


 






    - 32 - 


     


    

 





EXHIBIT A

ADVANCE NOTICE


 


ROMEO POWER, INC.


 


	Dated: ______________	Advance Notice Number: ____




 


The
undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares of
ROMEO POWER, INC. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain
Standby Equity Purchase Agreement, dated as of [_____________] (the “Agreement”), as follows: 


 


1.       The
undersigned is the duly elected ______________ of the Company.


 


2.       There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective
amendment to the Registration Statement.


 


3.       The
Company has performed in all material respects all covenants and agreements to be performed by the Company contained in this Agreement
on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.


 


4.       The
amount of the Advance the Company is requesting is _____________________.


 


5.       The
number of Common Shares of the Company outstanding as of the date hereof is ___________.


 


The undersigned has executed
this Advance Notice as of the date first set forth above.


 


	 	ROMEO POWER, INC.
	 	 
	 	By:	             







 






     


     


    

 


EXHIBIT B


FORM OF SETTLEMENT DOCUMENT


VIA EMAIL


 


ROMEO POWER, INC.


Attn: [_______________________]


Email: [_______________________]


 


	 	Below
    please find the settlement information with respect to the Advance Notice Date of:	 
	1.	Advance
    requested in the Advance Notice	 
	2.	Minimum
    Acceptable Price for this Advance (if any)	 
	3.	Number
    of Excluded Days (if any)	 
	4.	Adjusted
    Advance Amount (after taking into account any adjustments pursuant to Section 2.01):	 
	5.	Market
    Price	 
	6.	Purchase
    Price per share	 
	7.	Number
    of Shares due to Investor	 
	If
    there were any Excluded Days then add the following (see Section 2.01(d)):
	8.	Number
    of Additional Shares to be issued to Investor	 
	9.	Additional
    amount to be paid to the Company by the Investor (Additional Shares in number 8 x Minimum Acceptable Price)	 
	10.	Total
    Amount to be paid to Company (Purchase Price in number 6 + Additional amount in number 9):	 
	11.	Total
    Shares to be issued to Investor (Shares due to Investor in number 7 + Additional Shares in number 8):	 


 






    2


     


    

 


Please issue the number of
Shares due to the Investor to the account of the Investor as follows:


 


Investor’s
DTC participant #:


 


ACCOUNT NAME:





ACCOUNT NUMBER:


ADDRESS:


CITY:


COUNTRY:


Contact person:


Number and/or email:



 


	 	Sincerely,
	 	 
	 	YA II PN, LTD.




 


	Agreed and approved By ROMEO POWER, INC.:	 
	 	 
	 	 
	Name:	 
	Title:	 




 






    3


     


    

 





EXHIBIT C


FORM OF PROMISSORY NOTE





 






    4


     


    

 


THIS NOTE HAS NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.


 


ROMEO POWER, INC.


Promissory
Note


 


	No. RMO-1	Original Principal Amount:       $[20,000,000]
	Note Issuance Date:  [______________]	 
	 	 


 


FOR VALUE RECEIVED,
ROMEO POWER, INC., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”),
hereby promise to pay to the order of YA II PN, Ltd. or its registered assigns (the “Holder”) (i) the outstanding
portion of the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to scheduled payment,
redemption, or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration,
redemption or otherwise (in each case in accordance with the terms hereof) and (ii) to pay interest (“Interest”) on
any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Note Issuance Date (the
“Issuance Date”) until the same is paid, whether upon the Maturity Date or acceleration, redemption or otherwise (in
each case in accordance with the terms hereof) pursuant to the terms of this Promissory Note (the “Note”).


 


This Note is being issued pursuant
to Section 2.04 of the Standby Equity Purchase Agreement dated [___________ ___], 2022, as amended (the “SEPA”) between
the Borrower and the Holder. Upon the issuance of this Note by the Borrower and delivery of the same to the Holder, the Holder shall
pay to the account of the Borrower, the Original Principal Amount of this Note in accordance with a closing statement in the form of
Exhibit A attached hereto.


 


1.             GENERAL TERMS


 


(a)           Maturity Date. All amounts owed under this Note shall be due and payable on [______________]1
(the “Maturity Date”). On the Maturity Date, the Borrower shall pay to the Holder an amount in cash representing
all then outstanding Principal, plus an amount equal to 3% of such Principal, and accrued and unpaid Interest.


 


(b)           Interest.
Interest shall accrue on the outstanding Principal balance hereof at a rate equal to an annual rate of 0%, provided that such rate
shall increase to an annual rate of 15% for so long as any Event of Default remains uncured (“Interest Rate”).
Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by
applicable law.


 





 



1
       Insert date 2 months from the Issuance Date.


 






    5


     


    

 


(c)           Payments of Principal and Interest. On each of (i) [____________]2,
and (ii) [_______________]3 (each such
date, a “Payment Due Date”), the Borrower shall make a payment to the Holder in the amount of $[__________]4
of Principal, plus an amount equal to 3% of such Principal, plus all accrued and unpaid Interest outstanding under this
Note as of such payment date, by wire transfer of immediately available funds to the account listed on Schedule I hereto (or to any other
account specified by the Holder to the Borrower in writing) to be received on or before such Payment Due Date. The Borrower may prepay
all or any part of the balance outstanding hereunder at any time by paying the amount of Principal being prepaid, plus an amount equal
to 3% of such Principal, plus all accrued and Interest outstanding under this Note as of such payment date. Furthermore, the Borrower
shall be required to make a payment to the Holder upon the closing of any Advance (as defined in the SEPA) in an amount equal to the
amount of the Advance payable to the Borrower which shall be applied by the Holder towards the amounts outstanding hereunder, first towards
any accrued and unpaid Interest outstanding under this Note as of such payment date, and next towards Principal. Such payment required
upon an Advance shall not incur an additional 3% payment amount. Any payments made hereunder prior to a Payment Due Date shall reduce
the amount due at the next Payment Due Date in chronological order.


 


2.             REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and warrants to the Investor that the following are true
and correct as of the date hereof:


 


(a)  
(i) The Borrower have the requisite corporate power and authority to enter into and perform its obligations under this Note and
any related agreements, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Note and any related
agreements by the Borrower and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized
by the each Borrower’s Board of Directors and no further consent or authorization is required by the Borrower, Board of Directors,
or stockholders, (iii) this Note and any related agreements have been duly executed and delivered by the Borrower, (iv) this Note
and any related agreements, constitute the valid and binding obligations of the Borrower enforceable against each Borrower in accordance
with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights
and remedies.


 


(b)  
The execution, delivery and performance by the Borrower of its obligations under this Note will not (i) result in a violation
of the Borrower’s incorporation documents or any certificate of designation of any outstanding series of preferred stock or (ii)
conflict with or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Borrower or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree applicable
to the Borrower or any of its subsidiaries.


 





 



2
       Insert date 1 month from the Issuance Date.


3
       Insert date 2 months from the Issuance Date


4
       Insert amount equal to one half of the Original Principal Amount.



 






    6


     


    

 


(c)  
No Default. The Borrower is not in default in the performance or observance of any material obligation, agreement, covenant
or condition contained in any indenture, debenture, mortgage, deed of trust or other material instrument or agreement to which it is
a party or by which it or its property is bound and neither the execution, nor the delivery by the Borrower, nor the performance by the
Borrower of its obligations under this Note will conflict with or result in the breach or violation of any of the terms or provisions
of, or constitute a default or result in the creation or imposition of any lien or charge on any assets or properties of the Borrower
under its organizational documents, any material indenture, mortgage, deed of trust or other material agreement applicable to the Borrower
or instrument to which the Borrower is a party or by which it is bound, or any statute, or any decree, judgment, order, rule or regulation
of any court or governmental agency or body having jurisdiction over the Borrower or its properties.


 


(d)  
Foreign Corrupt Practices. Neither the Borrower, nor any subsidiary, nor to the knowledge of the Borrower or any subsidiary,
any agent or other person acting on behalf of the Borrower or any subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Borrower or any subsidiary (or made by any person acting on its behalf
of which the Borrower is aware) which is in violation of law or (iv) violated in any material respect any provision of the Foreign Corrupt
Practices Act of 1977, as amended.


 


(e)  
Money Laundering. The Borrower and its subsidiaries are in compliance with, and have not previously violated, the USA Patriot
Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the
laws, regulations and Executive Orders and sanctions programs (“Sanctions Programs”) administered by the U.S. Office
of Foreign Assets Control (“OFAC”), including, without limitation, (i) Executive Order 13224 of September 23, 2001
entitled, "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism"
(66 Fed. Reg. 49079 (2001)); and any regulations contained in 31 CFR, Subtitle B, Chapter V.


 


(f)   
Neither the Borrower, nor any subsidiary of the Borrower, nor, to the Borrower’s knowledge, any director, officer, agent,
employee or affiliate of the Borrower or any subsidiary of the Borrower, is a Person that is, or is owned or controlled by a Person that
is:


 


		1)	on the list of Specially Designated Nationals
                                            and Blocked Persons maintained by the OFAC from time to time;



 


		2)	the subject of any sanctions administered
                                            or enforced by OFAC, the U.S. State Department, the United Nations Security Council, the
                                            European Union, Her Majesty’s Treasury, or other relevant sanctions authority;



 






    7


     


    

 





		3)	has a place of business in, or is operating,
                                            organized, resident or doing business in a country or territory that is, or whose government
                                            is, the subject of OFAC economic sanction program (including, without limitation, programs
                                            related to Crimea, Cuba, Iran, North Korea, Sudan and Syria).



 


(g)  
Except with respect to the material terms and conditions of the transactions contemplated by this Note, all of which shall be
publicly disclosed by the Borrower as soon as possible after the date hereof, the Borrower covenants and agrees that neither it, nor
any other person acting on its behalf, will provide the Holder or its agents or counsel with any information that the Borrower believes
constitutes material non-public information, unless prior thereto the Holder shall have entered into a written agreement with the Borrower
regarding the confidentiality and use of such information.


 


3.             EVENTS OF DEFAULT. 


 


(a)           An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court,
or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:


 


(i)            the Borrower’s failure to pay to the Holder any amount of Principal, Interest or other amounts when and as due and payable
under this Note and such failure was not cure within 5 days following the Holder’s written notice to such effect;


 


(ii)           The Borrower or any subsidiary of the Borrower shall commence, or there shall be commenced against the Borrower or any subsidiary
of the Borrower under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Borrower
or any subsidiary of the Borrower commences, or there shall be commenced against the Borrower or any subsidiary of the Borrower, any
other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any subsidiary of the Borrower, in
each case which remains un-dismissed for a period of 61 days; or the Borrower or any subsidiary of the Borrower is adjudicated insolvent
or bankrupt pursuant to a final, non-appealable order; or any order of relief or other order approving any such case or proceeding is
entered; or the Borrower or any subsidiary of the Borrower suffers any appointment of any custodian, private or court appointed receiver
or the like for it or any substantial part of its property which continues un-discharged or un-stayed for a period of 61 days; or the
Borrower or any subsidiary of the Borrower makes a general assignment for the benefit of creditors; or the Borrower or any subsidiary
of the Borrower shall admit in writing that it is unable to pay its debts generally as they become due; or the Borrower or any subsidiary
of the Borrower shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts;
or any corporate or other action is taken by the Borrower or any subsidiary of the Borrower for the purpose of effecting any of the foregoing;


 


(iii)          the
Borrower is a party to any agreement memorializing (1) the consummation of any transaction or event (whether by means of a share
exchange or tender offer applicable to the ordinary shares, a liquidation, consolidation, recapitalization, reclassification,
combination or merger of the Borrower or a sale, lease or other transfer of all or substantially all of the consolidated assets of
the Borrower) or a series of related transactions or events pursuant to which all of the outstanding ordinary shares of the Borrower
are exchanged for, converted into or constitute solely the right to receive, cash, securities or other property, (2) a consolidation
or merger in which the Borrower is not the surviving corporation, or (3) a sale, assignment, transfer, conveyance or other disposal
of all or substantially all of the properties or assets of the Borrower to another person or entity (each of (1), (2) and (3) a
“Change in Control”) unless in connection with such Change in Control, all Principal, accrued and unpaid Interest
due under this Note, and any other amounts owed will be paid in full or the Holder consents to such Change in Control;


 






    8


     


    

 


(iv)          a material event of default or material breach by the Borrower under this Note, the SEPA, or any material obligation, instrument,
debenture, note or agreement for borrowed money beyond any applicable notice and/or grace period.


 


4.             REMEDIES UPON DEFAULT.


 


(a)  
During the time that any portion of this Note is outstanding, if (i) any Event of Default has occurred, the Holder, by notice
in writing to the Borrower, may at any time and from time to time declare the full unpaid Principal of this Note or any portion thereof,
plus an amount equal to 3% of such Principal, together with Interest accrued thereon to be due and payable immediately (the “Accelerated
Amount”) or (ii) any Event of Default specified in Section 3(a)(ii) has occurred, the Acceleration Amount shall be immediately
and automatically due and payable without necessity of further action.


 


5.             REISSUANCE OF THIS NOTE. Upon receipt by the Borrower of evidence reasonably satisfactory to such Borrower of the loss,
theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the
Holder to such Borrower in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Borrower
shall execute and deliver to the Holder a new Note representing the outstanding Principal which Note (i) shall be of like tenor with
this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (iii) shall have an issuance
date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights
and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.


 


6.             NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof
must be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered
personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,
properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses
for such communications shall be:


 


	If to the Borrower, to:	Romeo Power, Inc.
 4380 Ayers Avenue
 Vernon, CA 90058
	 	Attention: [_________________]
	 	Telephone: [________________]
	 	Email: [____________________]



 






    9


     


    

 


	With a copy to:	[_________________]
 [_________________]
 [_________________]
 Attention:
 Telephone
	 	 
	If to the Holder:	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ  07092
	 	Attention:
	 	Telephone:
	 	 
	With a copy to:	 
	 	1012 Springfield Avenue
	 	Mountainside, NJ  07092
	 	Telephone:
	 	Email:



 


or at such other address and/or email and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business
Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver
or other communication, (ii) electronically generated by the sender's email service provider containing the time, date, recipient email
address or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


7.             Covenants of the Borrower. 


 


(a)  
Compliance with Laws. The Borrower shall comply with all applicable laws, statutes, rules, regulations, orders, executive
orders, directives, policies, guidelines and codes having the force of law, whether local, national, or international, as amended from
time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record
keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls,
including the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws, and will not take any action which will
cause the Investor to be in violation of any such laws.


 


(b)   Use
of Proceeds. The Borrower shall use the proceeds from the issuance of the Note hereunder for working capital and other general
corporate purposes. Neither the Borrower nor any subsidiary will, directly or indirectly, use the proceeds of the transactions
contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund,
either directly or indirectly, any activities or business of or with any Person that is identified on the list of Specially
Designated Nationals and Blocker Persons maintained by OFAC, or in any country or territory, that, at the time of such funding, is,
or whose government is, the subject of Sanctions Programs, or (ii) in any other manner that will result in a violation of Sanctions
Programs.


 






    10


     


    

 


8.             No provision of this Note shall alter or impair the obligations of the Borrower, which are absolute and unconditional, to pay
the Principal of or Interest (if any) on, this Note at the time, place, and rate, and in the currency, herein prescribed. This Note is
a direct obligation of each Borrower. As long as this Note is outstanding, the Borrower shall not and shall cause its subsidiaries not
to, without the consent of the Holder, (i) amend its articles of incorporation, bylaws or other charter documents so as to adversely
affect any rights of the Holder under this Note; or (ii) enter into any agreement with respect to any of the foregoing.


 


9.             This Note shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to the principles
of conflict of laws. Each of the parties consents to the jurisdiction of the state courts of the State of New York and the U.S. District
Court for the District of New York sitting in Manhattan, in connection with any dispute arising under this Note and hereby waives, to
the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such
proceeding in such jurisdictions.


 


10.           If an Event of Default has occurred, then the Borrower shall reimburse the Holder promptly for all reasonable out-of-pocket fees,
costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses incurred by the Holder in any action
in connection with this Note, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection
with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due
to the Holder in accordance with the terms of this Note, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding
or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.


 


11.           Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


12.           If
any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and
circumstances. If it shall be found that any Interest or other amount deemed Interest due hereunder shall violate applicable laws
governing usury, the applicable rate of Interest due hereunder shall automatically be lowered to equal the maximum permitted rate of
interest. The Borrower covenant (to the extent that it may lawfully do so) that each Borrower shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Borrower from paying all or any portion of the Principal of or Interest on this Note as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note,
and the Borrower (to the extent they may lawfully do so) hereby expressly waive all benefits or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the
Holder, but will suffer and permit the execution of every such as though no such law had been enacted.


 






    11


     


    

 


13.           Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.


 


14.           Assignment of this Note by the Borrower shall be prohibited without the prior written consent of the Holder. Holder shall be entitled
to assign this Note in whole or in part to any person or entity without the consent of the Borrower.


 


15.           THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE
OF THIS NOTE.


 


[Signature Page Follows]


 






    12


     


    

 


IN WITNESS WHEREOF,
the Borrower has caused this Note to be duly executed by a duly authorized officer as of [______________].


 


	 	BORROWER:
	 	ROMEO POWER, INC.
	 	 
	 	By:	                 


 


Please deliver this Advance Notice by email to:


Email:


Attention:


Confirmation Telephone Number:


 









     


     


    

 


Schedule I


(Holder Account Information)


 


YA II PN, LTD.


 









     


     


    

 


Exhibit A


 


Closing Statement


 


[DATE]


 


Promissory Note dated [____________], granted
by ROMEO POWER, INC. (the “Borrower”) in favor of YA II PN, Ltd. (the “Holder”)


 


This document shall constitute the authorization
by the Borrower to the Holder regarding the disbursement of the purchase price to be paid by the Holder under the Promissory Note.


 


The Holder shall make the payments and transfers
set forth below in accordance with the wire instructions to the account of each recipient as set forth herein:


 


	Principal
    Amount	[$20,000,000.00]
	Less:
    Original Issue Discount (2% of Principal Amount):	[($400,000.00)]
	Balance
    to be Paid to the Borrower:	[$19,600,000.00]
    


 


ACCOUNT INSTRUCTIONS


 


BORROWER’S ACCOUNT:


 


	 	BORROWER:
	 	ROMEO POWER, INC.
	 	 
	 	By: