Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2021, Lightning eMotors, Inc. (the "Registrant") and William Kelly, Chief Technology Officer of the Registrant, entered into a separation and consulting agreement (the "Agreement"). Pursuant to the terms of the Agreement, Mr. Kelley is retiring from his role as Chief Technology Officer effective as of January 3, 2022 but will continue to provide consulting services to the Registrant for 12-months (the "Consulting Period").

Under the Agreement, each of Mr. Kelley's unvested equity awards will be accelerated upon the effectiveness of the release of claims. During the Consulting Period Mr. Kelley is expected to provide at least 40 hours of service per month and will receive a consulting fee of $100,000 per year, payable in 12 equal monthly installments, subject to Mr. Kelley's provision of services to the Registrant.

The description of the Agreement in this Item 5.02 is qualified in its entirety by reference to the terms of the Agreement, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ending on December 31, 2021.

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