Common use of The Charter Proposals Clause in Contracts

The Charter Proposals. To consider and vote upon: a. separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of FinServ (the “Proposed Charter”) that will be in effect upon the closing of the merger, a copy of which is attached to this proxy statement/prospectus as Annex B, and XxxXxxx’s current amended and restated certificate of incorporation (the “Existing Charter”): i. to increase the number of authorized shares of New Katapult common stock from 110,000,000 to 250,000,000 and the number of authorized shares of New Katapult preferred stock from 1,000,000 to 25,000,000 (Proposal No. 2); ii. to eliminate the Class B common stock classification and provide for a single class of common stock (Proposal No. 3); iii. to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of the stock of FinServ entitled to vote in the election of directors, voting together as a single class (Proposal No. 4); iv. to provide that amendments to FinServ’s waiver of corporate opportunities will be prospective only (Proposal No. 5); v. to require the vote of 66.7% of the voting power of the stock of FinServ entitled to vote in the election of directors, voting together as a single class, to amend the provisions of the Proposed Charter relating to the powers, number, election, term, vacancies and removal of directors of FinServ, the provisions regarding meetings of stockholders and the amendment provision of the Proposed Charter (Proposal No. 6); vi. to provide that the Court of Chancery in the State of Delaware will be the sole and exclusive forum for any action asserting an “internal corporate claim” under the Delaware General Corporation Law (Proposal No. 7) vii. to provide that unless XxxXxxx consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or any other claim for which the federal courts have exclusive jurisdiction (Proposal No. 8); and b. conditioned upon the approval of Proposals No. 2 through No. 8 above, a proposal to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in connection with replacing the Existing Charter with the Proposed Charter, including changing FinServ’s name from “FinServ Acquisition Corp.” to “Katapult Holdings, Inc.” (“New Katapult”) as of the closing of the merger (Proposal No. 9);

The Charter Proposals. To consider and vote upon: a. separate proposals upon amendments to approve the following material differences between the proposed amended and restated certificate of incorporation of FinServ (the “Proposed Charter”) that will be in effect upon the closing of the merger, a copy of which is attached to this proxy statement/prospectus as Annex B, and XxxXxxxNovus’s current amended and restated certificate of incorporation (the “Existing CharterCertificate of Incorporation”): i. ). The proposed amendments detailed below are collectively referred to increase as the number of authorized shares of New Katapult common stock from 110,000,000 “Charter Proposals.”: • Name Change Charter Amendment — to 250,000,000 and the number of authorized shares of New Katapult preferred stock from 1,000,000 change Novus’s name to 25,000,000 (Proposal No. 2); ii. “Energy Vault Holdings, Inc.”; • Common Stock Reclassification Amendment — to eliminate the Class B common stock Common Stock classification and provide for a single class of common stock (Proposal No. 3); iii. to provide that stock; and • The Authorized Share Charter Amendment — To change the number of authorized shares of Novus’s capital stock, par value $0.0001 per share, from 525,000,000 shares, consisting of (a) 520,000,000 shares of common stock, including 500,000,000 shares of Novus Common Stock and 20,000,000 shares of Class B Common Stock and (b) 5,000,000 shares of preferred stock, to 505,000,000 shares, consisting of (i) 500,000,000 shares of common stock and (ii) 5,000,000 shares of preferred stock; • The Director Removal Charter Amendment — To provide that any class director or classes the entire board of stock directors of Novus may be increased or decreased removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the voting power of the stock of FinServ entitled to vote in the election of directors, voting together as a single class (Proposal No. 4); iv. to provide that amendments to FinServ’s waiver of corporate opportunities will be prospective only (Proposal No. 5); v. to require the vote of 66.7at least 662⁄3% of the voting power of the all then-outstanding shares of Novus’s capital stock of FinServ entitled to vote in the election of directorsthereon, voting together as a single class, ; • Corporate Opportunity Charter Amendment — to amend eliminate the provisions of current limitations in place on the Proposed Charter relating to the powers, number, election, term, vacancies and removal of directors of FinServ, the provisions regarding meetings of stockholders and the amendment provision of the Proposed Charter (Proposal No. 6)corporate opportunity doctrine; vi. to provide that the Court of Chancery in the State of Delaware will be the sole and exclusive forum for any action asserting an “internal corporate claim” under the Delaware General Corporation Law (Proposal No. 7) vii. to provide that unless XxxXxxx consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or any other claim for which the federal courts have exclusive jurisdiction (Proposal No. 8); and b. conditioned upon the approval of Proposals No. 2 through No. 8 above, a proposal to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in connection with replacing the Existing Charter with the Proposed Charter, including changing FinServ’s name from “FinServ Acquisition Corp.” to “Katapult Holdings, Inc.” (“New Katapult”) as of the closing of the merger (Proposal No. 9);

The Charter Proposals. To consider and vote upon:upon (collectively, the “Charter Proposals”): a. separate proposals to approve the following material differences between amendments to STPC’s current amended and restated certificate of incorporation (the “Existing Charter”) as set forth in the proposed second amended and restated certificate of incorporation of FinServ STPC (the “Proposed Charter”) that will be in effect upon the closing of the mergermerger (the “closing”), a copy of which is attached to this proxy statement/statement/ prospectus as Annex B, and XxxXxxx’s current amended and restated certificate of incorporation (the “Existing Charter”):: i. to increase the number of authorized shares of New Katapult common stock from 110,000,000 to 250,000,000 and the number of authorized shares of New Katapult preferred stock from 1,000,000 to 25,000,000 (Proposal No. 2); ii. to eliminate the Class B common stock Common Stock classification and provide for a single class of common stock (Proposal No. 32); iii. to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of the stock of FinServ entitled to vote in the election of directors, voting together as a single class (Proposal No. 4); ivii. to provide that amendments to FinServSTPC’s waiver of corporate opportunities will be prospective only and provide certain other clarificatory amendments to the waiver of corporate opportunities provision (Proposal No. 53); v. iii. to require provide that, prior to the third anniversary of the closing of the merger, the affirmative vote of 66.7at least 662∕3% of the voting power of the outstanding shares of capital stock of FinServ outstanding and entitled to vote in the election of directorsthereon, voting together as a single class, shall be required to (A) adopt, amend or repeal the bylaws by action of the stockholders of New Xxxxxx Xxxx, or (B) to amend the provisions of the Proposed Charter relating to the powers, number, election, term, vacancies and removal of directors of FinServ, the provisions regarding meetings of stockholders and the amendment or repeal any provision of the Proposed Charter in Article V (Board of Directors), Article VI (Amendment of the Governing Documents) Article VII (Stockholder Action), Article VIII (Limitation of Director Liability and Indemnification), Article IX (Business Combinations), Article X (Corporate Opportunity), Article XI (Forum Selection) or Article XII (Miscellaneous) (Proposal No. 64); vi. to provide that the Court of Chancery in the State of Delaware will be the sole and exclusive forum for any action asserting an “internal corporate claim” under the Delaware General Corporation Law (Proposal No. 7) vii. to provide that unless XxxXxxx consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or any other claim for which the federal courts have exclusive jurisdiction (Proposal No. 8); and b. conditioned upon the approval of Proposals No. 2 through No. 8 4 above, a proposal to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in connection with replacing the Existing Charter with the Proposed Charter, including changing FinServSTPC’s name from “FinServ Acquisition Corp.Star Peak Corp II” to “Katapult HoldingsXxxxxx Xxxx, Inc.” (“New Katapult”) as of the closing of the merger (Proposal No. 95);

The Charter Proposals. To consider and vote upon:upon (collectively, the “Charter Proposals”): a. separate proposals to approve the following material differences between amendments to STPK’s current amended and restated certificate of incorporation (the “Existing Charter”) as set forth in the proposed amended and restated certificate of incorporation of FinServ STPK (the “Proposed Charter”) that will be in effect upon the closing of the mergermerger (the “closing”), a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex B, and XxxXxxx’s current amended and restated certificate of incorporation (the “Existing Charter”):: i. to increase the number of authorized shares of New Katapult common stock Stem Common Stock from 110,000,000 400,000,000 to 250,000,000 500,000,000 and to authorize the number issuance of authorized shares up to 1,000,000 of New Katapult Stem preferred stock from 1,000,000 to 25,000,000 (Proposal No. 2); ii. to eliminate the Class B common stock Common Stock classification and provide for a single class of common stock (Proposal No. 3); iii. to provide that the number of authorized shares of any class common stock or classes of preferred stock may be increased or decreased by the affirmative vote of the holders of at least a majority of the voting power of the stock of FinServ outstanding and entitled to vote in thereon irrespective of the election provisions of directors, voting together as a single class Section 242(b)(2) of the Delaware General Corporation Law (“DGCL”) (Proposal No. 4); iv. to provide that amendments any director, or the entire board, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 662∕3% of the voting power of the stock outstanding and entitled to FinServ’s waiver of corporate opportunities will be prospective only vote thereon (Proposal No. 5); v. to require the vote provide that amendments to STPK’s waiver of 66.7% of the voting power of the stock of FinServ entitled to vote in the election of directors, voting together as a single class, to amend the provisions of the Proposed Charter relating corporate opportunities will be prospective only and provide certain other clarificatory amendments to the powers, number, election, term, vacancies and removal waiver of directors of FinServ, the provisions regarding meetings of stockholders and the amendment corporate opportunities provision of the Proposed Charter (Proposal No. 6); vi. to provide that the Court vote of Chancery in 66 2∕3% of the State voting power of Delaware will the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal the sole and exclusive forum bylaws or any provision of the Proposed Charter inconsistent with Section 5.2 of Article V (classification of the board of directors), Article VI (Stockholder Action), Article VIII (Amendment), Article IX (Liability of Directors), Article X (Corporate Opportunity) or Article XI (Forum for any action asserting an “internal corporate claim” under the Delaware General Corporation Law Adjudication of Disputes) (Proposal No. 7) vii. to provide that unless XxxXxxx consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or any other claim for which the federal courts have exclusive jurisdiction (Proposal No. 8); and b. conditioned upon the approval of Proposals No. 2 through No. 8 7 above, a proposal to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in connection with replacing the Existing Charter with the Proposed Charter, including changing FinServSTPK’s name from “FinServ Acquisition Star Peak Energy Transition Corp.” to “Katapult HoldingsStem, Inc.” (“New Katapult”) as of the closing of the merger (Proposal No. 9)8);