Stockholder Litigation Demand - Form 8-K

Re:Stockholder Litigation Demand

To Lordstown Motors Corp.:

This firmrepresents JamesMedved, AdamOwen,andMichael Vacha,stockholders of Lordstown Motors Corp. ("Lordstown" or the"Company") entitled to vote at the Company's 2022 annual meeting of stockholders held May 19, 2022 (the"Annual Meeting"). We make thislitigationdemand on behalfoftheCompany and itsstockholdersinordertoaddress certain misconduct by the Company's board ofdirectors (the"Board"). As described in detail below, the Board misled stockholders into approving an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), increasingthe Company's authorized common stock from300,000,000 shares to 450,000,000 shares (the"Amendment"). Inthe Company's Schedule14ADefinitive Proxy Statement filed with the United States Securities and Exchange Commission on April 8, 2022 (the"Proxy") pursuant to which the Board sought stockholder approval of the Amendment - the approval of which required the affirmative vote of a majority of the Company's outstanding stock-the Board represented tostockholders that iftheydid notinstruct their brokeronhowto vote their shares, the broker would not have the authority to cast an affirmative vote in favor of the Amendment, and accordingly,that stockholderscouldvote against theAmendmentsimply by not providing any voting instructions to their broker. Relying on theBoard's representation, stockholders owning an aggregate of 59,976,523 shares effectively "voted" against the Amendmentbynotinstructing their brokers howto vote. Then,contrarytothe representations in the Proxy, the Board allowed the 59,976,523 shares to be cast by brokers in favor of the Amendment,and as aresult,a vote that actually failed was deemed approved.

In connectionwiththe Annual Meeting,on April8, 2022,the Companyfiled the Proxy with theSEC (which it supplemented on May 9,2021). InProposal No. 1, the Board sought election of three Class II directors for a term of threeyears.In Proposal No. 2, the Board sought ratificationof the appointment of KPMG LLP as theCompany'sindependent registered public accounting firm for the fiscal year ending December 31, 2022. In Proposal No. 3, theBoard sought stockholder approval of a proposal to amend the Company's 2020 Equity Incentive Plan to increase the number ofsharesof theCompany'sClass A commonstockreserved under the plan by 7,000,000. In Proposal No. 4, the Board sought stockholder approval of an amendment to the Certificate of Incorporation increasing the number of authorized shares of Class A common stock by 150,000,000 shares (from 300,000,000 shares to 450,000,000 shares) (i.e., the Amendment). In Proposal No. 5, the Board sought, on an advisory vote, stockholder approval of the Company's executive compensation program (the "Say-on-Pay Vote"). In ProposalNo.6, the Boardsought,in an advisory vote, stockholderapproval on how frequently Say-on-Pay Votes would be held.

Pursuant to Section 242 of the Delaware General Corporation Law, approval of the Amendment required the affirmativevoteof a majority of the Company's voting power. This requirement was acknowledged in the Proxy, which stated as follows regarding the "Vote Required" for Proposal No. 4:"Votes representing a majority of the shares outstanding and entitled to vote at the 2022 Annual Meeting." According to the Company's Form 8-K filed with the SEC on May 19, 2022 (the "8-K"), there were 196,746,353 shares of the Company's common stock entitled to vote at the Annual Meeting. Thus, in order to garner approval,ProposalNo. 4 needed the affirmative vote of at least 98,373,177 shares.

With respect to the proposals,a stockholder could vote"For"that proposal,"Against" that proposal,or"Withhold" or"Abstain" from voting(or,in connection withtheSay-on-Pay frequency vote, select every 1, 2, or 3 years). For all shares held in an account at a broker, bank, or similar financial organization, the owner of the shares is considered the beneficial owner, with theshares being held by the financial institution in"street name." The organization holding theaccount is considered thestockholder of record for voting purposes.A beneficial owner isentitled to instruct thatorganization on how to vote thesharesheld in the beneficial owner's account.

The Proxy informed stockholderwhat wouldhappen ifa stockholderdid not provide their broker with specific voting instructions. As represented in the Proxy, insucha case, the brokerwould onlyhaveauthorityto vote on Proposal No.2,andtheshares wouldnot bevoted onany of theotherproposals(includingProposalNo.4) but insteadwould be treated as broker non-votes with respect to those proposals.¹Asspecifically stated in the Proxy:

¹In reality, this representationwas false. Under NewYork Stock Exchange Rule 452, brokers do have authority to vote uninstructed shares in favor of amendments to a charter increasing the authorized shares of common stock.

Ifyou are the stockholder of record and you do not vote by proxy card, by telephone, viathe Internet or during the 2022 AnnualMeeting,your shares willnot bevotedat the 2022 Annual Meeting. Ifyou submit aproxy, butyoudo not provide voting instructions, your shares will be voted in accordance with the recommendation of theBoard. If you are a beneficial owner and you do not provide the organization that is the stockholder of record for your shares with voting instructions, the organization will determine if it has the discretionary authority to vote on the particular matter. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine matters such as Proposal Two but do not have discretion to vote on non-routine matters such as the election of directors (Proposals One, Three and Four). Therefore, if you do not provide voting instructions to that organization, it may vote your shares only on Proposal Two and any other routine matters properly presented for a vote at the 2022 Annual Meeting.

***

An organization that holds shares of Common Stock for a beneficial owner will have the discretion to vote on routine proposals if it has not received voting instructions from the beneficial owner. A broker "non-vote" occurs when a broker, bank or other intermediarythat is otherwisecountedas present or represented by proxy does not receive voting instructions from the beneficialowner anddoes not have the discretion tovote the shares. A broker "non-vote" will be counted for purposes of calculating whether a quorum is present at the 2022 Annual Meeting, but will not have any effect on the outcomes of the Proposals, except with respect to Proposal Four for which a brokernon-vote has the same effect as a vote "AGAINST"ProposalFour.

(emphasis added).

Because Proposal No. 4 needed the affirmative vote of amajority ofthe Company's outstanding shares to be considered approved, not voting- a "broker non-vote"- effectively constituteda vote"against" ProposalNo.4.This effect was specifically explainedin the Proxy, which stated:

Proposal Four - You may vote "FOR," "AGAINST" or "ABSTAIN" on Proposal Four. Abstentions and broker non-votes with respect to Proposal Four will have the same effect as avoteagainst Proposal Four. Proposal Four will be approved if the number of shares voted "FOR" Proposal Four represent atleasta majorityof thetotal number of shares outstanding and entitled to vote at the 2022 Annual Meeting (emphasis added).

Inother words, stockholders whowished to vote againstProposal No. 4 wereeffectively told that theycoulddoso simply by not submitting voting instructions to their broker.

On May 19, 2022, the Company filed the 8-K with the SEC, which disclosed the results of the Annual Meeting as follows:

At the 2022 Annual Meeting, the Stockholders elected the directors and approved the proposalslistedbelow. The proposals are describedindetail in the Company's Proxy Statement. The final results for the votes regarding each proposal areset forthinthe following tables. As of the record date for the 2022 Annual Meeting, there were 196,746,353 shares of Class A common stock outstanding and entitled to vote on each matter presented for vote at the 2022 Annual Meeting. At the Annual Meeting, 130,526,473 shares of Class A common stock, or 66.34% of the outstanding shares of Class A common stock, were represented in person or by proxy.

1.	TheStockholders elected each of the following Class IIdirectornominees to duly

Name		Votes For			Votes Against			Broker Non-Votes
Angela Strand			32,862,997				40,574,519				57,088,957
Joseph B. Anderson, Jr.			70,465,201				2,972,306				57,088,966
LauraJ.Soave			70,426,837				3,010,670				57,088,966

2.	The Stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022, as set forth below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
127,989,760		1,732,453		804,260		0

3.	The Stockholders approvedtheamendment ofthe 2020 Plan to increasethe number of shares of Class A common stock reserved under the plan by 7,000,000, as set forth below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
66,300,005		6,723,811		413,685		57,088,972

4.	The Stockholdersapproved theamendment oftheCompany's Certificate of Incorporation to increase the number of authorized shares of Class A commonstockby 150,000,000 (from 300,000,000 to 450,000,000), asset forth below.

Votes For			Votes Against			Abstentions			Broker Non-Votes
	115,029,112				9,542,030				750,850				5,204,481

5.	The Stockholders approved, on anon-binding advisory basis,the compensation of our named executive officers, as set forth below.

Votes For			Votes Against			Abstentions			Broker Non-Votes
	53,942,198				3,780,390				7,622,882				65,181,003

6.	The Stockholders selected, on a non-binding advisory basis, the frequency of future advisory votes on thecompensation of our named executive officers, as set forth below.

1 Year			2 Years			3 Years			Abstentions			Broker Non-Votes
	56,643,239				366,308				614,160				7,721,762				65,181,004

Consistent withtheforegoing,the Board has determined that theCompany will hold advisory votes to approve executive compensation of the Company's named executive officers on an annual basis until the next required vote onthe frequency of future advisory votes onthecompensationof ournamedexecutive officers.

As theabove results show,Proposal No. 4,theAmendment, received 115,029,112 votes in favor. Based on these results, the Board deemed the Amendment approved, having purportedly passed the 98,373,177 affirmative votes needed for approval. However, contraryto the representations in the Proxy,it appears that the Company treatedProposal No.4 as having passed only by permitting brokers to vote for beneficial owners whodid notsubmit any votinginstructions. As shown above, stockholders holdingapproximately 65,345,470 shares voted "For," "Against," or"Abstained" from votinginProposal No. 5, andstockholders holdingapproximately 65,345,469 shares voted"1 Years,""2 Years," "3 Years," or "Abstained" fromvotingin Proposal No. 6. Forboth Proposals No. 5 and 6, an additional65,181,003 and65,181,004 comprisedbeneficial owners who failedtoprovide their brokerswith votinginstructionsonhowto vote theirshares,respectively. This is evidenced by the 65,181,003 and65,181,004 brokernon-votes listed ineach ofProposals No. 5and6.In accordancewith therepresentations in the Proxy,these 65,181,004shares voted onProposal No.2,the ratificationof theappointment ofKPMGLLP,as evidenced by the "O" "Broker Non-Votes" listed in Proposal No. 2 and the fact that there were 130,526,473votes cast"For,""Against," or in"Abstention" for Proposal No. 2 (exactly 65,181,003 and 65,181,004 more votes than were cast on Proposals No. 5 and 6, respectively).

However, contrary to the representations in the Proxy, approximately59,976,523 of these total 65,181,004 shares that failed tosubmit votinginstructionswerevoted in favor of Proposal No. 4. This isevidenced by the 5,204,481"Broker Non-Votes"listed in Proposal No. 4 and the fact that there were 125,321,992 votes cast "For," "Against," or in "Abstention" for ProposalNo.4, exactly59,976,523 more than the votes cast or abstained in Proposal No. 6.² In other words, stockholders who thought they were voting against Proposal No. 4 by notsubmitting voting instructions to theirbroker- because they were told as much by the Board - instead had their failure to vote treated as an affirmative vote for Proposal No. 4.

Had brokers not been permitted to vote uninstructed shares in favor ofProposal No. 4, consistent with the representations in the Proxy, the voting results for Proposal No. 4 would have been as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
	55,052,589				9,542,030				750,850				65,181,004

With only 55,052,589 affirmative votes,Proposal No.4 would not have received the affirmative vote of a majority of the Company's outstanding stock - i.e., 98,373,177 affirmativevotes. Thus,had thevotes actually been counted ina manner consistentwith the representations in the Proxy, Proposal No. 4 would have failed. Despite the fact that Proposal No. 4 was not counted in a manner consistent with the Proxy and the Amendment actually had failed, the Board filed a "Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Lordstown Motors Corp." with the Delaware Secretary of Stateon May 19,2022, improperly increasing the number of authorized shares of Lordstown Class A common stock from300,000,000 shares to450,000,000 shares.

² Thedifference between the65,181,004 broker non-votes inProposalNo. 6 and the 5,204,481 broker non-votes in Proposal No. 4 is 59,976,523.

Accordingly, on behalf of the Company and its stockholders, our clients hereby demand that the Board take immediate action to:

1.

Deem the amendment to the Certificate of Incorporation increasing the authorizedsharesof the Company's commonstockfrom 300,000,000 shares to 450,000,000 shares ineffective, and make appropriate disclosure of that fact, or seek a valid stockholder approval of such amendment to the Certificate of Incorporation; and

2.	Adopt and implement adequate internal controls and systems at the Company designed to prohibit and prevent a recurrence of wrongdoing described herein.

If you failto respond orcontact uson orbefore June 3, 2022, we willpresume thatyou have decided not to pursue any investigation, litigation, or remedial steps, and we will therefore take whatever actions we deem in the best interest of the Company and its stockholders, including but not limitedtothe commencement of litigation. If youhaveanyquestions,please do not hesitate tocontactme.I look forward to hearing fromyou and appreciate yourprompt attention to this matter.

	Very truly yours,
	/s/ Steven J. Purcell
	Steven J. Purcell

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