NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Lordstown Motors Corp., formerly known as DiamondPeak Holdings Corp. (the "Company") was incorporated in Delaware on November 13, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Business Combination On October 23, 2020 (the "Closing Date"), the Company consummated the transactions contemplated by the agreement and plan of merger (the "Merger Agreement"), dated August 1, 2020, among the Company, Lordstown EV Corporation (formerly known as Lordstown Motors Corp.), a Delaware corporation ("Legacy LMC"), and DPL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), pursuant to which Merger Sub merged with and into Legacy LMC with Legacy LMC surviving the merger (the "Merger"). Upon consummation of the Merger, the Company was renamed Lordstown Motors Corp. and Legacy LMC became a wholly owned subsidiary of the Company. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.0001 per share, of Legacy LMC ("Legacy LMC Common Stock") was converted into 55.8817 shares (the "Exchange Ratio") of Class A common stock, par value $0.0001 per share, of the Company ("Class A Common Stock"), resulting in an aggregate of 75,918,063 shares of Class A Common Stock to be issued to Legacy LMC stockholders. At the Effective Time, each outstanding option to purchase Legacy LMC Common Stock ("Legacy LMC Options"), whether vested or unvested, was automatically converted into an option to purchase a number of shares of Class A Common Stock equal to the product of (x) the number of shares of Legacy LMC Common Stock subject to such Legacy LMC Option and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Legacy LMC Common Stock of such Legacy LMC Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Pursuant to the Company's Amended and Restated Certificate of Incorporation, as in effect prior to the closing of the Merger (the "Closing"), each outstanding share of the Company's Class B common stock, par value $0.0001 per share, was automatically converted into one share of Class A Common Stock. Stockholders holding 970 shares of the Company's Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account ("Trust Account"). As a result, approximately $9,835 (or approximately $10.14 per share) was paid to such holders. In connection with the Closing, the Company (a) issued and sold an aggregate of 50,000,000 shares of Class A Common Stock for $10.00 per share at an aggregate purchase price of $500,000,000 pursuant to previously announced subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE Investors"), (b) issued an aggregate of 4,031,830 shares of Class A Common Stock to holders of $40,000,000 in aggregate principal amount, plus accrued interest, upon automatic conversion of Legacy LMC convertible promissory notes into Class A Common Stock at a conversion price of $10.00 per share (the "Note Conversions"), and (c) issued warrants to purchase 1,649,489 shares of Class A Common Stock at a purchase price of $10.00 per share to Brown Gibbons Lang &amp; Company ("BGL"). The Merger, together with the foregoing transactions, are collectively referred to as the "Business Combination." See the Form 8-K filed by the Company with the SEC on October 29, 2020 for more details. Business Prior to the Business Combination Prior to the Business Combination, the Company's only subsidiary was DPL Merger Sub Corp. All activity through September 30, 2020 related to the Company's formation, the initial public offering ("Initial Public Offering"), which is described below, identifying a target company for a business combination and consummating the acquisition of Legacy LMC. The registration statement for the Company's Initial Public Offering was declared effective on February 27, 2019. On March 4, 2019, the Company consummated the Initial Public Offering of 25,000,000 units ("Units" and, with respect to the shares of Class A common stock included in the Units sold, the "Public Shares") at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the "Private Placement Warrants") at a price of $1.50 per Private Placement Warrant in a private placement to the Company's sponsor, DiamondPeak Sponsor LLC, a Delaware limited liability company (the "Sponsor") and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the "Anchor Investor"; and together with the Sponsor, the "initial stockholders"), generating gross proceeds of $7,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 4, 2019, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account ("Trust Account") to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. On March 18, 2019, in connection with the underwriters' election to partially exercise their over-allotment option, the Company sold an additional 3,000,000 Units at $10.00 per Unit and sold an additional 400,000 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total gross proceeds of $30,600,000. Following such closing, an additional $30,000,000 of net proceeds ($10.00 per Unit) was deposited in the Trust Account, resulting in $280,000,000 ($10.00 per Unit) in aggregate deposited into the Trust Account. Transaction costs amounted to $15,930,162, consisting of $5,600,000 of underwriting fees, $9,800,000 of deferred underwriting fees and $530,162 of other offering costs. In addition, as of September 30, 2020, cash of $68,875 was held outside of the Trust Account and is available for working capital purposes.