LORDSTOWN MOTORS CORP.

INSIDER TRADING POLICY

1. General Purpose

Federal securities laws prohibit the purchase or sale of securities by persons who are
aware of material, nonpublic information about a company, as well as the disclosure of material,
nonpublic information about a company to others who then trade in the company’s securities
(known as “tipping”). These transactions are commonly known as “insider trading.”

Insider trading violations are heavily pursued by the Securities and Exchange
Commission and the U.S. Attorney Offices and are punished. While the regulatory authorities
concentrate their efforts on individuals who trade, or who provide inside information to others
who trade, the Federal securities laws also impose potential liability on companies and other
“controlling persons” if they fail to take reasonable steps to prevent insider trading by company
personnel.

The Board of Directors of Lordstown Motors Corp., a Delaware corporation, has adopted
this Insider Trading Policy (the “Policy”) both to satisfy Lordstown Motors’ obligation to
prevent insider trading and to help Lordstown Motors Corp. personnel avoid the consequences
associated with violations of the insider trading laws. For purposes of this policy, the
“Company” includes both Lordstown Motors Corp. and its subsidiaries (hereinafter referred to as
“Lordstown Motors”, “we” or “us”).

This Policy is also intended to prevent even the appearance of improper conduct on the
part of anyone employed by or associated with Lordstown Motors Corp., not just so-called
“insiders.” Everyone within Lordstown Motors has worked very hard to establish Lordstown
Motors Corp. as a company known for integrity and ethical conduct, and Lordstown Motors
cannot afford to have that reputation damaged.

A copy of this Policy is to be delivered to all current and new directors, employees and
consultants upon the commencement of their relationships with Lordstown Motors Corp.

2. Persons Covered

“Insiders” of Lordstown Motors Corp. are (a) members of our Board of Directors,
corporate officers and employees; and (b) consultants to Lordstown Motors Corp. or other
persons associated with Lordstown Motors Corp. and/or its subsidiaries, including independent
contractors, distributors, sales agents or other partners or temporary agency workers that may, in
the course of their work with Lordstown Motors Corp., receive access to confidential, material
non-public information. For purposes of this policy, “insiders” also includes family members
and anyone else who resides with any of the foregoing, as well as family members who do not
reside with any of the foregoing but whose transactions in securities are directed by, or are
subject to the influence or control of, the foregoing (such as parents or children who consult with
an insider before they trade in securities). In addition, any corporation, limited liability company,

 
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partnership or entity in which an insider controls or influences securities transactions, any trust
or other estate in which any insider has a substantial beneficial interest or as to which he, she or
it serves as trustee or in a similar fiduciary capacity must also comply with this policy.

3. Definitions

A) Material non-public information: Material non-public information is defined to

be information that is not known to persons outside the immediate company that could be relied
upon or considered significant to an investor making a decision to buy or sell Lordstown Motors
Corp. securities.

Information is “nonpublic” if it has not been disseminated in a manner reasonably

designed to make it available to the investing public generally. Information becomes public
when it is disclosed to the investing public and there has been adequate time for the public to
digest that information.

• In general, a fact about a company is considered “material” if there is a substantial

likelihood that a reasonable investor would consider it important in deciding to buy, hold or sell
that company’s securities. In short, any information that could reasonably be expected to affect
the price of a company’s stock is material. In this regard, potential market reaction or sensitivity
to the information is a key consideration. Moreover, although multiple pieces of information
may not be material individually, if the aggregate effect of those pieces, when they become
public, would alter the “total mix” of available information and result in a reevaluation of the
issuer’s securities, then such pieces of information are considered material. Both positive and
negative information may be material. The determination as to materiality depends on the facts
and circumstances and it is very difficult to define each and every category under this heading.
However, any information that should be considered sensitive and potentially material includes,
but is not limited to, information related to the following:

i) Financial results;
ii) Future earnings or losses, management guidance as to future financial results or
significant events and milestones and likelihood of achieving or not achieving that
guidance;
iii) Information of a pending or proposed merger or acquisition of a business or
assets, or sale or divestiture of a business or assets;
iv) Major changes in senior management;
v) Significant developments involving corporate relationships;
vi) Changes in dividend policy;
vii) Stock dividends or splits or other corporate reorganization or restructuring events;
viii) Securities offerings (potentially including securities offerings by management or
significant stockholders) and other financing or capital raising transactions;
ix) Change in financial liquidity and other information related to financial condition;
x) Developments (whether positive or negative) in pending litigation;
xi) Significant litigation exposure due to actual or threatened litigation;
xii) Product development milestones, such as significant new contracts, partnerships,
approvals or technological developments; and

 
 

xiii) Strategic initiatives or changes, such as entry into a new line of business,
announcement of new product offerings and entry into management or customer
agreements or other contracts with business entities.

Given the early stage of Lordstown Motor’s business operations, certain categories of
information may be especially material, such as new product announcements, achievement or
failure to achieve development milestones, significant sales and key strategic or commercial
relationships.

Remember, anyone who is reviewing your securities transactions will be doing so after
the fact, with the benefit of hindsight. As such, before engaging in any transaction, you should
carefully consider how the others might view the transaction.

B) Black-Out Periods: A “Black-Out Period” is a time before and after a significant

event wherein an insider may not buy or sell Lordstown Motors Corp. securities without
violating this Policy.

There are four regular Black-Out Periods for insiders of Lordstown Motors. These
periods start fifteen (15) days prior to the end of each quarterly period and end after one full
trading day of Lordstown Motors Corp. securities on the Nasdaq Stock Market (or any other
recognized nation medium of which Lordstown Motors securities publicly trade “Other
Medium”) after the results are announced for the preceding fiscal period.

Additional Black-Out Periods may occur when other material events occur or are
anticipated. The existence of an additional Black-Out Period may not be broadly announced, but
certain individuals with access to material information may be notified of an additional Black-
Out Period from time to time. Designated Persons that are subject to the pre-clearance
requirements of Section 5 will not receive pre-clearance during such a time period.

If you are made aware of the existence of an additional Black-Out Period, you may not be
advised of the reason for the additional Black-Out Period and should not disclose the existence
of the additional Black-Out Period to any other person.

C) Securities: Securities of Lordstown Motors are defined as any securities of the

Company, including common stock, preferred stock, options to purchase stock, warrants,
convertible debt and/or derivative securities.

D) Designated Persons: “Designated Persons” means all members of Board of

Directors, those officers (“Executive Officers”) of Lordstown Motors Corp. who are subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and other
employees and insiders who may be designated from time to time by Lordstown Motors Corp.’s
General Counsel (the “General Counsel”). Employees who are not directors or Executive
Officers will be notified if so designated. In addition to the general provisions in Section 4 of
this Policy, Designated Persons are subject to the additional provisions in Section 5 of this
Policy. If a Designated Person’s family members, or controlled entities, trusts and estates are
considered insiders as described in Section 2, then those insiders would also be subject to Section
5 to the same extent as the Designated Person.

 
 

4. General Rules. The following general rules are applicable to all insiders:

 No insider may buy or sell Lordstown Motors Corp. securities at any time when
they have material non-public information relating to Lordstown Motors Corp. This rule
applies even if it is not during a Black-Out Period and regardless of whether or not the
insider has complied with the additional restrictions described in Section 5 below.

 No insider may buy or sell our securities during any of the four Black-Out Periods
that occur each fiscal year or any other Black-Out Period.

 No insider may buy or sell securities of another company at any time when such
insider has material non-public information about that company, including, without
limitation, any company that we conduct ordinary business with, such as customers,
vendors or suppliers, when that information is obtained during the course of his or her
employment with or service to Lordstown Motors Corp.

 No insider may disclose material non-public information to third parties, to any
other person, including family members, or make recommendations or express opinions
while aware of material non-public information with regard to trading securities.

 No insider may comment on the stock price movement or rumors of other corporate
developments that are of possible significance to the investing public, unless it is part of
his or her job description or you have been specifically pre-authorized by the Company’s
Chief Executive Officer or Chief Financial Officer in each instance. In all instances,
comments must be in compliance with the Lordstown Motors Corp. Corporate
Communications Policy. If you comment on stock price movement or rumors and/or
disclose material non-public information, you should immediately contact the Company’s
General Counsel (the “General Counsel”).

 This Policy continues in effect until the end of the first Black-Out Period after
termination of employment or other relationship with Lordstown Motors Corp.

 The exercise of stock options for cash under any equity plan (but not the sale of
such shares) is not prohibited or restricted by this Policy (provided that Designed Persons
must notify the General Counsel prior to doing so as provided in Section 5).

 In addition, a bona fide gift made without consideration (a “bona fide gift”) is not
considered a trade or a transaction for purposes of this Policy (provided that Designed
Persons must notify the General Counsel prior to making a gift as provided in Section 5).
Gifts that do not qualify as bona fide or for which consideration is provided will be
considered sales for purposes of this Policy and will be subject to all of the restrictions and
procedures set forth in this Policy.

5. Special Rules. The following additional rules are applicable to Designated Persons:

 
 

 Designated Persons may not purchase or sell any Lordstown Motors Corp.
securities, except after first consulting with and pre-clearing such transaction with the
General Counsel.  You should contact the General Counsel at least three (3) business
days in advance to obtain pre-clearance of a trade in writing. If you receive pre-clearance
for a trade, you may buy or sell the security within five (5) business days after clearance
is granted, but only if you are not aware of material nonpublic information. If for any
reason the trade is not completed within five (5) business days, pre-clearance must be
obtained again before the Company’s securities may be traded. 
 
 Designated Persons may not implement a trading plan under Rule 10b5-1 of the
Exchange Act without prior clearance. Before entering into a trading plan, the General
Counsel must be contacted. You should seek pre-clearance of your plan at least a week in
advance of the time you plan to enter into it. You may only enter into a trading plan when
you are not aware of material nonpublic information. Trades made pursuant to the plan
will not require additional pre-clearance. For directors and Executive Officers, Rule
10b5-1 trading plans must provide that the broker will advise the Company of all
transactions made under the trading plan, since such transactions need to be promptly
reported on Form 4.

 Designated Persons may not engage in short sales, buy or sell put options, call
options or other derivatives of the Lordstown Motors’ securities or engage in hedging
transactions or invest in financial instruments (including prepaid variable forward
contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset
any decrease in the market value of the Company’s securities.

 Members of the Board of Directors and Executive Officers may not hold the
Company’s securities in a margin account and may not pledge the Company’s securities
as collateral for a loan.

 Designated Persons must provide three (3) business days advance notice to the
General Counsel prior to making a bona fide gift of Lordstown Motors’ securities or
exercising a stock option.

6. Implementation of this Policy. The Company has appointed the General Counsel as
the administrator for this Policy. The General Counsel or his designee shall:

 Assist with implementation and enforcement of this Policy;

 Circulate this Policy to all employees and ensuring that this Policy is amended as
necessary to remain up-to-date with insider trading laws;

 Pre-clear all trading in securities of the Company by Designated Persons in

accordance with the procedures set forth in Section 5 above; and

 Provide approval of any Rule 10b5-1 plans under Section 5 above.

 
 

Any employee, director or consultant who becomes aware of a violation of this Policy
should promptly report the violation by following the reporting guidelines set forth in the
Company’s Code of Business Conduct and Ethics

7. Potential Criminal and/or Civil Liability and/or Disciplinary Action

This Policy does not address all potential instances or circumstances. Appropriate
judgment should be exercised by each individual in connection with the purchase or sale of
securities.

Insiders found liable for insider trading may be subject to severe criminal and civil
penalties (including significant fines and jail terms) for trading of securities based on material
non-public information. In addition, insiders may also be liable for “tipping” if any person to
whom they have disclosed the material non-public information engages in improper securities
transactions.

Lordstown Motors Corp. may also be subject to significant sanctions and penalties if
insiders engage in insider trading.

Any employees who are found in violation of this Policy will be subject to disciplinary
action, including termination of employment.

8. Questions and Communications

If you have any questions with respect to this Policy or any uncertainty whatsoever as to
whether or not a potential transaction is permitted, contract the General Counsel.

All communications of every kind hereunder shall be in writing or shall be of no effect.

 
 

ACKNOWLEDGMENT CONCERNING INSIDER TRADING POLICY

I, ______________ , acknowledge that I have read and understand the Insider Trading
Policy of Lordstown Motors Corp. and that I agree to abide by the provisions stated therein. I
further certify that I understand that failure to adhere to these rules will result in serious
consequences and may result in termination of my employment with Lordstown Motors Corp..

Dated this ____ day of ________________, 2020.

Signature: _______________________

Name:___________________________