October 29, 2020
1850 Francisco Street
Torrance, CA 90501
Re: Lock-Up Agreement
Ladies and Gentlemen:
This letter (this Letter Agreement) is being delivered to you in accordance with the Business Combination Agreement and Plan of Reorganization (the BCA) entered into by and among Fisker Inc., a Delaware corporation f/k/a Spartan Energy Acquisition Corp. (the Company), Spartan Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), and Fisker Group Inc., a Delaware corporation f/k/a Fisker Inc. (Fisker), pursuant to which, among other things, Merger Sub will be merged with and into Fisker on or about the date hereof (the Merger), with Fisker surviving the Merger as a wholly owned subsidiary of the Company.
In order to induce the Company to proceed with the Merger and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the Securityholder) hereby agrees with the Company as follows:
1. Subject to the exceptions set forth herein, the Securityholder agrees not to, without the prior written consent of the board of directors of the Company, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any shares of Class A Common Stock, par value $0.0001 per share, of the Company (Class A Common Stock) or any shares of Class B Common Stock, par value $0.0001 per share, of the Company (Class B Common Stock and together with Class A Common Stock, collectively, Common Stock) held by the Securityholder immediately after the effective time of the Merger, including any shares of Class A Common Stock issuable upon conversion of such shares of Class B Common Stock, or any shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock held by the Securityholder immediately after the effective time of the Merger (Lock-Up Shares), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, Transfer) for one hundred eighty (180) days after the closing date of the Merger (the Lock-Up). [Thereafter, until the eighteen (18) month anniversary of the closing date of the Merger, subject to the exceptions set forth herein, the Securityholder agrees not to Transfer more than the lesser of (i) such number of Lock-Up Shares resulting in gross proceeds