Tender and Support Agreement, dated as of July 30, 2022, by and among Nikola Corporation and certain stockholders of the Company

Exhibit 10.1

EXECUTION VERSION

TENDER AND SUPPORT AGREEMENT

This Tender and Support Agreement (this “Agreement”), dated as of July 30, 2022, is entered into by and between NIKOLA CORPORATION, a Delaware corporation (“Parent”), and each of the undersigned stockholders (each, a “Stockholder”) of ROMEO POWER, INC., a Delaware corporation (the “Company”).

WHEREAS, on the terms and subject to the conditions of the Agreement and Plan of Merger and Reorganization (as the same may be amended, supplemented or modified, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Parent and J Purchaser Corp., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Purchaser”), which provides, among other things, for Purchaser to commence an exchange offer to acquire all of the outstanding shares of Romeo Common Stock and for the merger of the Company with and into Purchaser, with the Company as the surviving corporation (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date of this Agreement, each Stockholder owns beneficially or of record, and has the power to vote or direct the voting of, certain shares of common stock, par value $0.0001 per share, of the Company (“Romeo Common Stock”); and

WHEREAS, as a condition and inducement for Parent to enter into the Merger Agreement, Parent has required that each Stockholder, severally and not jointly, in its capacity as a stockholder of the Company, and on such Stockholder’s own account with respect to the Shares (as defined below) enter into this Agreement, and each Stockholder has agreed to enter into this Agreement.

NOW THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

a) Representations of the Stockholder. Each Stockholder represents and warrants, on its own account with respect to the Shares, to Parent as to such Stockholder on a several basis as follows: (a) such Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Stockholder and assuming the due authorization, execution and delivery by each of Parent and Purchaser, constitutes a valid and legally binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Stockholder or the performance of their obligations hereunder except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (d) such Stockholder beneficially owns, has good and marketable title to, and has the power, authority and legal capacity to enter into, execute and deliver this Agreement and to vote or direct the voting of Romeo Common Stock set forth on Schedule A (the “Existing Shares”); and (e) such Stockholder beneficially owns its Shares free and clear of any proxy, voting restriction, adverse claim or other lien (other than any restrictions under (a) applicable federal or state securities laws, and (b) this Agreement) that would prevent such Stockholder’s performance of its obligations under this Agreement. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

b) Representations of Parent. Parent represents and warrants to each Stockholder as follows: (a) Parent has full legal right, capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms,  except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

NIKOLA CORPORATION

[Signature Page to Tender and Support Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

STOCKHOLDERS:

[Signature Page to Tender and Support Agreement]

Schedule A

Stockholder Information