Lordstown Motors Corp. entered into a letter of intent to acquire DiamondPeak Holdings Corp. (NasdaqCM:DPHC) for approximately $840 million in a reverse merger transaction on June 16, 2020. Lordstown Motors Corp. entered into an agreement to acquire DiamondPeak Holdings Corp. (NasdaqCM:DPHC) in a reverse merger transaction on August 1, 2020. Under the terms of transaction, each share of common stock Lordstown Motors Corp. (LMC) issued and outstanding at the effective time shall be converted into, and become exchangeable for the number of shares of Class A common stock, of DiamondPeak equal to the quotient obtained by dividing the purchase price by $10 by the fully diluted share number (such number of shares of DiamondPeak Class A common stock, the “Stock Merger Consideration”) (except for holders of LMC common stock that are not accredited investors, who will receive an amount per share in cash equal to the stock merger consideration multiplied by $10 and holders of dissenting shares, who shall, by virtue of the merger and without any action on the part of the holder of such dissenting share, cease to be outstanding, be cancelled without payment of any consideration thereof and shall cease to exist, subject to any rights the holder thereof may have under some section of the merger agreement.

Additionally, each outstanding option to purchase shares of LMC common stock will be converted into an option to purchase shares of DiamondPeak Class A common stock. DiamondPeak also agreed to issue, upon the closing of the merger,  to holders of up to $40 million in aggregate principal amount of convertible promissory notes to be issued by LMC, shares of DiamondPeak Class A common stock at a conversion price of $10 per share and to Brown Gibbons Lang & Company (“BGL”), warrants to purchase shares of DiamondPeak Class A common stock representing 1% of the aggregate number of shares of Company Class A common stock issued and outstanding upon the closing of the merger, in each case, pursuant to arrangements to which LMC is party. Upon closing, shareholders of LMC will hold 48% stake, shareholders and founders of DiamondPeak will hold 21% stake and private placement investors will hold 30% stake in DiamondPeak.

Upon closing of the transaction, the combined company will be named as Lordstown Motors Corp. and is expected to remain listed on the NASDAQ and trade under the new ticker symbol, "RIDE". Following the closing, the combined company's executive officers are expected to be the current management team of Lordstown. Combined company Board of Directors will include Steve Burns, Founder and Chief Executive Officer of Lordstown, and David Hamamoto, Chairman and Chief Executive Officer of DiamondPeak. Upon the closing, it is anticipate that the size of board of directors will be increased from five directors to nine directors. The initial nine directors following the closing will consist of: (i) six directors nominated by Stephen S. Burns, (ii) one director nominated by Stephen S. Burns in consultation with DiamondPeak, (ii) one director nominated by DiamondPeak in consultation with Stephen S. Burns and (iii) one director nominated by DiamondPeak. The Executives and the board members of the Combined Company following the merger are expected to be namely, Stephen S. Burns, Chief Executive Officer, Director; John LaFleur, Chief Operating Officer; Julio Rodriguez, Chief Financial Officer; Rich Schmidt, Chief Production Officer; Caimin Flannery, Vice President of Business Development; John Vo, Vice President of Propulsion; Darren Post, Vice President of Engineering; Thomas V. Canepa, General Counsel and Corporate Secretary. Non- Employee Directors of the combined company namely David T. Hamamoto, Keith Feldman, Jane Reiss, Dale Spencer, Michael Gates and Mick Kowitz.

The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, an absence of any governmental orders prohibiting the closing of the merger, approval of DiamondPeak's shareholder, certain key employees remaining employed by LMC, certain contracts of LMC having been terminated, the receipt of support agreements executed and delivered by LMC stockholders holding at least 95% of LMC Common Stock issued and outstanding and satisfaction of customary closing conditions. As of August 1, 2020, the shares of DiamondPeak's Class A common stock to be issued as the stock merger consideration having been approved for listing on the NASDAQ and DiamondPeak having cash on hand equal to or in excess of $300 million. To complete the business combination, DiamondPeak and Lordstown Stockholders must obtain approvals or consents from, or make filings with certain U.S. federal authorities. As of September 4, 2020, FTC granted the early termination notice. The transaction has been unanimously approved by the Board of Directors of DiamondPeak and LMC.

As of October 22, 2020, 18.325 million common shares of DiamondPeak approved the proposed business combination, 18.3 million common shares of DiamondPeak approved the amendments to DiamondPeak's amended and restated certificate of incorporation to be effective upon the consummation of the merger, 18.135 million common shares of DiamondPeak approved Nasdaq proposal and DiamondPeak shareholders approved the nine directors election proposal. The transaction is expected to be completed in the fourth quarter of 2020. As of August 24, 2020, the transaction is expected to close in October 2020. As of October 22, 2020, the merger is expected to close on October 23, 2020.

Mehdi Ansari, Matthew J. Brennan, Ronald E. Creamer Jr., Scott B. Crofton, Robert W. Downes, Matthew M. Friestedt, Steven L. Holley, Eric H. Queen and Robert M. Schlein of Sullivan & Cromwell LLP acted as legal advisors and Goldman Sachs & Co. LLC acted as financial advisor to DiamondPeak. Melissa Leonard of Baker and Hostetler LLP acted as legal advisor and Michael E. Gibbons, Andrew K. Petryk, Todd R. Cassidy, Kevin H. Sargent and Justin A. Wolfort of Brown Gibbons Lang & Company LLC acted as financial advisor to LMC. American Stock Transfer & Trust Company, LLC acted as transfer agent and MacKenzie Partners, Inc. as an information agent for DiamondPeak. DiamondPeak has agreed to pay Mackenzie Partners a fee of $0.0125 million for its services.