Common use of Vote Required for Approval Clause in Contracts

Vote Required for Approval. If the Merger Proposal is not approved, the Governance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the Governance Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Governance Proposal. The Merger is not conditioned upon the approval of the Governance Proposal. As discussed above, a vote to approve the Governance Proposal is an advisory vote, and therefore, is not binding on the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, will take effect at consummation of the Merger, assuming adoption of Proposal No. 4. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Proposal. See “Other Agreements — Sponsor Agreement” for more information. Recommendation of the Board of Directors THE XXXXXXXXX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE PROPOSAL. Assuming the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, stockholders are being asked to elect seven directors to the Board, effective upon the closing of the Merger, with each director having a term that expires at the Post-Combination Company’s annual meeting of stockholders in 2022, in the case of Class I directors, the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The election of these directors is contingent upon approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal. Pursuant to the Skillsoft Merger Agreement, at the closing of the Merger, our board of directors will consist of seven members, six of whom will be nominated by Xxxxxxxxx and one of whom will be nominated by the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx to serve on the board of directors. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management of the Post- Combination Company after the Merger.”

Vote Required for Approval. If the Merger Proposal is not approved, the Governance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval Approval of the Governance Dakota Adjournment Proposal requires the affirmative vote of a majority of the votes cast by shares of Dakota common stock represented at the stockholders present Dakota special meeting, in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure proxy, and entitled to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Governance Proposal. The Merger is not conditioned upon the approval of the Governance Proposal. As discussed above, a vote to approve the Governance Proposal is an advisory vote, and therefore, is not binding on the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, will take effect at consummation of the Merger, assuming adoption of Proposal No. 4. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Proposal. See “Other Agreements — Sponsor Agreement” for more informationmatter. Recommendation of the Dakota Board of Directors THE XXXXXXXXX DAKOTA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS A VOTE “FOR” THE APPROVAL OF THE GOVERNANCE DAKOTA ADJOURNMENT PROPOSAL. Assuming THE TRANSACTIONS The following is a description of certain material aspects of the Merger Proposal, transactions. This description may not contain all of the Merger Issuance Proposal, information that may be important to you. The discussion of the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, stockholders are being asked to elect seven directors transactions in this proxy statement/prospectus is qualified in its entirety by reference to the Boardmerger agreement, effective upon the closing which is attached as Annex A to this proxy statement/prospectus, Xxxxxx Xxxx’s Articles of Incorporation and Bylaws that will be in effect as of the Mergercompletion of the transactions, with each director having a term that expires at of which is filed as an exhibit to the Post-Combination Company’s annual meeting of stockholders in 2022, in the case of Class I directors, the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directorsregistration statement to which this proxy statement/prospectus relates, and the Post-Combination Company’s annual meeting Support Agreements, the form of stockholders which is filed as Annex B to this proxy statement/prospectus. We encourage you to read carefully this entire proxy statement/ prospectus, including the Annexes, and the exhibits to the registration statement to which this proxy statement/ prospectus relates, for a more complete understanding of the transactions. For more information, please see the public filings Dakota makes with the SEC, as described in 2024“Where You Can Find More Information” beginning on page 139. General Description of the Transactions On September 10, in 2021, Dakota, JR, Merger Sub 1 and Merger Sub 2 entered into the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or deathmerger agreement. The election merger agreement provides for a business combination of these directors is contingent upon approval Dakota and JR by means of a two-step merger process. As a result of the First Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan ProposalSecond Merger, Dakota’s and JR’s respective businesses will be wholly owned by JR. Pursuant In the First Merger, Merger Sub 1 will merge with and into Dakota, with Xxxxxx being the surviving corporation. In the Second Merger, Xxxxxx will merge with and into Merger Sub 2, with Merger Sub 2 being the surviving corporation. The Second Merger will occur as soon as practicable following the First Merger. Prior to the Skillsoft Merger Agreement, at the closing completion of the transactions, JR will change its name to “Dakota Gold Corp.” Merger Consideration In the First Merger, our board each share of directors will consist of seven members, six of whom Dakota common stock held by stockholders other than JR will be nominated by Xxxxxxxxx cancelled and converted into the right to receive one share of whom will be nominated by the Skillsoft shareholdersDakota Gold common stock. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx to serve on the board of directors. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management of the Post- Combination Company after the Merger.”In addition,

Vote Required for Approval. If the Merger Proposal is not approved, the Governance Incentive Plan Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the Governance Incentive Plan Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Governance Incentive Plan Proposal. The Merger is not conditioned upon the approval of the Governance Incentive Plan Proposal, subject to the terms of the Skillsoft Merger Agreement. As discussed aboveNotwithstanding the approval of the Incentive Plan Proposal, a vote to approve if the Governance Proposal is an advisory vote, and therefore, Merger is not binding on consummated for any reason, the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of actions contemplated by the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, Incentive Plan Proposal will take effect at consummation of the Merger, assuming adoption of Proposal No. 4not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Incentive Plan Proposal. See “Other Agreements — Sponsor Agreement” for more information. Recommendation of the Board of Directors THE XXXXXXXXX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE INCENTIVE PLAN PROPOSAL. Assuming PROPOSAL NO. 10 — THE ADJOURNMENT PROPOSAL The Adjournment Proposal, if adopted, will allow the Xxxxxxxxx Board to adjourn the Xxxxxxxxx Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Xxxxxxxxx Special Meeting, there are not sufficient votes to approve the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and or the Incentive Plan Proposal are approved at Proposal, or we determine that one or more of the closing conditions under the Skillsoft Merger Agreement is not satisfied or waived. In no event will the Xxxxxxxxx Board adjourn the Xxxxxxxxx Special MeetingMeeting or consummate the Merger beyond the date by which it may properly do so under the Existing Charter and Delaware law. Consequences if the Adjournment Proposal is not Approved If the Adjournment Proposal is not approved by stockholders, stockholders are being asked the Xxxxxxxxx Board may not be able to elect seven directors adjourn the Xxxxxxxxx Special Meeting to the Board, effective upon the closing of the Merger, with each director having a term that expires at the Post-Combination Company’s annual meeting of stockholders in 2022, later date in the case of Class I directors, event that there are insufficient votes for the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The election of these directors is contingent upon approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and or the Incentive Plan Proposal. Pursuant to , or we determine that one or more of the closing conditions under the Skillsoft Merger AgreementAgreement is not satisfied or waived. If Xxxxxxxxx does not consummate the Merger and fails to complete an initial business combination within the Completion Window (subject to the requirements of law), at the closing of the Merger, our board of directors will consist of seven members, six of whom Xxxxxxxxx will be nominated required to dissolve and liquidate its trust account by Xxxxxxxxx and one of whom will be nominated by returning the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx then remaining funds in such account to serve on the board of directors. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management of the Post- Combination Company after the Mergerits public stockholders.”

Vote Required for Approval. If the Merger This Business Combination Proposal is not approved(and consequently, the Governance Proposal merger agreement and the transactions contemplated thereby, including the merger) will not be presented at approved and adopted only if the Xxxxxxxxx Special Meeting. The approval holders of the Governance Proposal requires the a majority of the votes cast by the stockholders present in person (which would include presence holders of Software Acquisition Group common stock, voting together as a single class at a virtual meeting) or represented by proxy meeting at which there is a quorum, vote “FOR” the Xxxxxxxxx Special MeetingBusiness Combination Proposal. Failure to vote by submit a proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions Meeting and broker non-votes will have no effect on the Governance Business Combination Proposal. Abstentions are considered present for the purposes of establishing a quorum and will have no effect on the Business Combination Proposal. The Merger merger is not conditioned upon the approval of the Governance Business Combination Proposal, subject to the terms of the merger agreement. As discussed above, a vote to approve If the Governance Business Combination Proposal is an advisory not approved, the other proposals (except the Adjournment Proposal, as described below) will not be presented to the stockholders for a vote, and therefore, is not binding on the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, will take effect at consummation of the Merger, assuming adoption of Proposal No. 4. The Sponsor Sponsors and Xxxxxxxxx’x Software Acquisition Group’s directors and officers have agreed to vote the Founder Shares and any Public Shares public shares owned by them in favor of the Governance Business Combination Proposal. See “Other Agreements — Sponsor Software Acquisition Group Letter Agreement” for more information. Recommendation of the Software Acquisition Group Board of Directors THE XXXXXXXXX SOFTWARE ACQUISITION GROUP’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX ITS STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE BUSINESS COMBINATION PROPOSAL. Assuming PROPOSAL NO. 2 THROUGH NO. 11 — THE CHARTER PROPOSALS The following table sets forth a summary of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal principal changes proposed to be made between our existing charter and the Incentive Plan Proposal are approved at Proposed Charter. This summary is qualified by reference to the Xxxxxxxxx Special Meetingcomplete text of the Proposed Charter, a copy of which is attached to this proxy statement as Annex B. All stockholders are being asked encouraged to elect seven directors to read the Board, effective upon the closing proposed charter in its entirety for a more complete description of the Merger, with each director having a term that expires at the Post-Combination Company’s annual meeting of stockholders in 2022, in the case of Class I directors, the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The election of these directors is contingent upon approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal. Pursuant to the Skillsoft Merger Agreement, at the closing of the Merger, our board of directors will consist of seven members, six of whom will be nominated by Xxxxxxxxx and one of whom will be nominated by the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx to serve on the board of directors. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management of the Post- Combination Company after the Mergerits terms.”

Vote Required for Approval. If the Merger Proposal is not approved, the Governance The Equity Incentive Plan Proposal will not be presented at approved and adopted if the Xxxxxxxxx Special Meeting. The approval holders of the Governance Proposal requires the a majority of the votes cast by the stockholders present shares of Novus Common Stock represented in person (which would include presence at a virtual meeting) online or represented by proxy and voted thereon at the Xxxxxxxxx Special Meeting. Failure to special meeting vote by proxy or to vote in person (which would include presence at a virtual meeting) at “FOR” the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Governance Equity Incentive Plan Proposal. The Merger Adoption of the Equity Incentive Plan Proposal is not conditioned upon on the approval of the Governance Business Combination Proposal, each of the Charter Proposals, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. As discussed above, a vote to approve the Governance Proposal The Closing is an advisory vote, and therefore, is not binding conditioned on the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless approval of the outcome Business Combination Proposal, each of the non-binding advisory voteCharter Proposals, Xxxxxxxxx the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and Skillsoft intend that the Proposed Charter, in Nasdaq Proposal at the form set forth on Annex C and containing the provisions noted above, will take effect at consummation of the Merger, assuming adoption of Proposal No. 4. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Proposal. See “Other Agreements — Sponsor Agreement” for more informationspecial meeting. Recommendation of the Novus’s Board of Directors THE XXXXXXXXX NOVUS’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE EQUITY INCENTIVE PLAN PROPOSAL. Assuming PROPOSAL NO. 4 — THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL Overview In this Proposal No. 4, Novus is asking our stockholders to approve the Merger ProposalAppHarvest, Inc. 2021 Employee Stock Purchase Plan, which we refer to herein as the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, stockholders are being asked to elect seven directors to the Board, effective upon the closing of the Merger, with each director having a term that expires at the Post-Combination Company“ESPP.” Novus’s annual meeting of stockholders in 2022, in the case of Class I directors, the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The election of these directors is contingent upon approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal. Pursuant to the Skillsoft Merger Agreement, at the closing of the Merger, our board of directors approved the ESPP on January 10, 2021, subject to stockholder approval at the special meeting of stockholders. If stockholders approve this proposal, the ESPP will consist become effective on the consummation of seven members, six of whom will be nominated by Xxxxxxxxx and one of whom will be nominated the Business Combination. If the ESPP is not approved by the Skillsoft shareholdersstockholders, it will not become effective. Xxxxxxxxx has nominated Xxxxxxx X. XxxxThe ESPP is described in more detail below. The purpose of the ESPP is to provide a means whereby the Combined Company can align the long-term financial interests of its employees with the financial interests of its stockholders. In addition, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx to serve on the board of directorsdirectors believes that the ability to allow its employees to purchase shares of Combined Company Common Stock will help the Combined Company to attract, retain, and motivate employees and encourages them to devote their best efforts to the Combined Company’s business and financial success. Approval of the ESPP by Novus’s stockholders will allow the Combined Company to provide its employees with the opportunity to acquire an ownership interest in the Combined Company through their participation in the ESPP, thereby encouraging them to remain in service and more closely aligning their interests with those of Combined Company’s stockholders. Description of the ESPP The material features of the ESPP are described below. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management following description of the Post- Combination Company after ESPP is a summary only. This summary is not a complete statement of the MergerESPP and is qualified in its entirety by reference to the complete text of the ESPP, a copy of which is attached hereto as Annex D. Novus’s stockholders should refer to the ESPP for more complete and detailed information about the terms and conditions of the ESPP.”

Vote Required for Approval. If The Employee Stock Purchase Plan Proposal will be approved and adopted if the Merger holders of a majority of the shares of Novus Common Stock represented in person online or by proxy and voted thereon at the special meeting vote “FOR” the Employee Stock Purchase Plan Proposal. Adoption of the Employee Stock Purchase Plan Proposal is not approved, conditioned on the Governance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the Governance Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal, and the Nasdaq Proposal at the special meeting. The Closing is conditioned on the approval of the Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. Recommendation of Novus’s Board of Directors NOVUS’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL. Overview PROPOSAL NO. 5 — THE NASDAQ PROPOSAL Vote Required for Approval Approval of the Nasdaq Proposal requires the affirmative vote (virtually in person or by proxy) of holders as of the Record Date of a majority of the votes then outstanding shares of Novus Common Stock In connection with the Business Combination, we intend to effect (subject to customary terms and conditions, including the Closing): • the issuance of 46,898,526 shares of Novus Common Stock to the holders of AppHarvest Common Stock; • the issuance of 37,500,000 shares of Novus Common Stock to the investors in the PIPE, which will be consummated concurrently with the Closing; and • the issuance of 3,221,053 shares of Novus Common Stock to the holders of the AppHarvest Interim Period Convertible Notes, which will be consummated concurrently with the Closing, assuming the Closing occurs 90 days after the date of the AppHarvest Interim Period Convertible Notes; and • the adoption of the 2021 Plan and ESPP. For further information, see the section titled “Proposal No. 1 — The Business Combination Proposal,” as well as the annexes to this proxy statement/prospectus. Why Novus Needs Stockholder Approval We are seeking stockholder approval in order to comply with Nasdaq Listing Rule 5635(a), (b), (c) and entitled to vote and actually cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy xxxxxxx at the Xxxxxxxxx Special Meetingspecial meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) online at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes virtual special meeting or an abstention from voting will have no effect on the Governance outcome of the vote on the Nasdaq Proposal. The Merger Adoption of the Nasdaq Proposal is not conditioned upon on the approval of the Governance Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal at the special meeting. As discussed above, a vote to approve the Governance Proposal The Closing is an advisory vote, and therefore, is not binding conditioned on the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless approval of the outcome Business Combination Proposal, each of the non-binding advisory voteCharter Proposals, Xxxxxxxxx the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and Skillsoft intend that the Proposed Charter, in Nasdaq Proposal at the form set forth on Annex C and containing the provisions noted above, will take effect at consummation of the Merger, assuming adoption of Proposal No. 4. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Proposal. See “Other Agreements — Sponsor Agreement” for more informationspecial meeting. Recommendation of the Novus’s Board of Directors THE XXXXXXXXX NOVUS’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE NASDAQ PROPOSAL. Assuming the Merger Proposal(d). Under Nasdaq Listing Rule 5635(a), the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, stockholders are being asked to elect seven directors stockholder approval is required prior to the Boardissuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, effective or will have upon the closing issuance, voting power equal to or in excess of 20% of the Mergervoting power outstanding before the issuance of such securities (or securities convertible into or exercisable for Common Stock); or (ii) the number of shares of Common Stock to be issued is or will be equal to or in excess of 20% of the number of shares of Common Stock outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(b), with each director having stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a term change of control of the registrant. Under Nasdaq Listing Rule 5635(c), stockholder approval is required prior to the issuance of securities when a plan or other equity compensation arrangement is established or materially amended. Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of Common Stock (or securities convertible into or exercisable for Common Stock) at a price that expires at is less than the Post-Combination Company’s annual meeting greater of stockholders in 2022, in book or market value of the case stock if the number of Class I directors, shares of Common Stock to be issued is or may be equal to 20% or more of the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualifiedCommon Stock, or until their earlier resignation20% or more of the voting power, removal or deathoutstanding before the issuance. The election of these directors is contingent upon Stockholder approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Nasdaq Proposal and the Incentive Plan Proposal. Pursuant is also a condition to the Skillsoft Merger Closing under the Business Combination Agreement, at the closing of the Merger, our board of directors will consist of seven members, six of whom will be nominated by Xxxxxxxxx and one of whom will be nominated by the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx to serve on the board of directors. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management of the Post- Combination Company after the Merger.”

Vote Required for Approval. If the Merger Proposal is not approved, the Governance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval Approval of the Governance Business Combination Proposal requires the affirmative vote (virtually in person or by proxy) of holders as of the Record Date of a majority of the votes then outstanding shares of Novus Common Stock entitled to vote and actually cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy thereon at the Xxxxxxxxx Special Meetingspecial meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) online at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes virtual special meeting or an abstention from voting will have no effect on the Governance outcome of the vote on the Business Combination Proposal. The Merger adoption of the Business Combination Proposal is not conditioned upon on the approval of each of the Charter Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. The Closing is conditioned on the approval of the Governance Business Combination Proposal. As discussed above, a vote to approve the Governance Proposal is an advisory vote, and therefore, is not binding on the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless each of the outcome of Charter Proposals, the non-binding advisory voteEquity Incentive Plan Proposal, Xxxxxxxxx the Employee Stock Purchase Plan Proposal and Skillsoft intend that the Proposed Charter, in Nasdaq Proposal at the form set forth on Annex C and containing the provisions noted above, will take effect at consummation of the Merger, assuming adoption of Proposal No. 4. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Proposal. See “Other Agreements — Sponsor Agreement” for more informationspecial meeting. Recommendation of the Novus’s Board of Directors THE XXXXXXXXX NOVUS’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE BUSINESS COMBINATION PROPOSAL. Assuming CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION This section describes the Merger Proposalmaterial provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the transactions contemplated by the Business Combination Agreement, which are referred to as the “Related Agreements,” but does not purport to describe all of the terms thereof. The descriptions below are qualified by reference to the actual text of these agreements. You are encouraged to read the Related Agreements in their entirety. Sponsor Restricted Stock Agreement In connection with the Closing, the Merger Issuance ProposalNovus Initial Stockholders, Novus and AppHarvest will enter into a Sponsor Restricted Stock Agreement which will supersede and terminate the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, stockholders are being asked to elect seven directors to the Board, effective upon the closing of the Merger, with each director having a term that expires at the Post-Combination Company’s annual meeting of stockholders in 2022, in the case of Class I directors, the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The election of these directors is contingent upon approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan ProposalStock Escrow Agreement. Pursuant to the Skillsoft Merger Sponsor Restricted Stock Agreement, at restrictions will apply to a number of shares of Novus Common Stock equal to 1,250,000 shares of the Novus Common Stock held by the Novus Initial Stockholders, multiplied by (x) a number, not less than 0, equal to (i) the number of shares of Novus Common Stock validly redeemed by holders thereof pursuant to redemption rights provided in the Existing Certificate of Incorporation minus (ii) 1,025,000, divided by (y) the number of shares of Novus Common Stock outstanding immediately prior to the Effective Time. Such Restricted Shares shall be subject to release upon satisfaction of the following trigger: • 50% of the Restricted Shares shall be released upon the date on which (x) the closing price of the MergerCombined Company Common Stock (as adjusted for share splits, our board share capitalizations, reorganizations, recapitalizations and the like) equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period commencing after the Closing or (y) the Combined Company consummates a Subsequent Transaction, which results in its stockholders having the right to exchange their shares for cash, securities or other property having a value of directors will consist of seven membersat least $12.50 per share (for any noncash proceeds, six of whom will be nominated by Xxxxxxxxx and one of whom will be nominated by the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx to serve determined based on the board of directors. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is valuation set forth in the section entitled “Management definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the board of directors of the Post- Combination Combined Company); and • 50% of the Restricted Shares shall be released upon the date on which (x) the closing price of the Combined Company Common Stock (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period commencing after the Closing or (y) the Combined Company consummates a Subsequent Transaction, which results in its stockholders having the right to exchange their shares for cash, securities or other property having a value of at least $15.00 per share (for any noncash proceeds, determined based on the valuation set forth in the definitive agreements for such transaction or, in the absence of such valuation, as determined in good faith by the board of directors of the Combined Company). In the event that none of the trigger events occur prior to the fifth anniversary of the Closing, the Restricted Shares shall be forfeited to the Combined Company and canceled and no stockholder shall have any rights with respect thereto. The following examples illustrate the number of Initial Stockholder Shares that will be restricted as Restricted Shares: Initial Stockholder Shares to become Restricted Shares = 1,250,000 x (number of shares of Novus Common Stock that are redeemed – 1,025,000 shares) number of shares of Novus Common Stock outstanding immediately prior to the Merger.”

Vote Required for Approval. If the Merger Proposal is not approved, the Governance SuRo PIPE Issuance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the Governance SuRo PIPE Issuance Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Governance SuRo PIPE Issuance Proposal. The Merger is not conditioned upon the approval of the Governance SuRo PIPE Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. As discussed aboveNotwithstanding the approval of the SuRo PIPE Issuance Proposal, a vote to approve if the Governance Proposal is an advisory vote, and therefore, Merger is not binding on consummated for any reason, the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of actions contemplated by the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, SuRo PIPE Issuance Proposal will take effect at consummation of the Merger, assuming adoption of Proposal No. 4not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance SuRo PIPE Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. Recommendation of the Board of Directors THE XXXXXXXXX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE SURO PIPE ISSUANCE PROPOSAL. Assuming the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and Overview PROPOSAL NO. 9 — THE INCENTIVE PLAN PROPOSAL Shares Subject to the Incentive Plan Proposal are approved at The Incentive Plan provides that the total number of shares of Xxxxxxxxx Class A common stock that may be issued under the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, the Xxxxxxxxx Special Meeting, stockholders are being asked to elect seven directors to Board adopted the BoardXxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”), effective upon as of the closing of the Merger, subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with each director having a term that expires at the NYSE Listing Rules. The purpose of the Incentive Plan is to enhance the Post-Combination Company’s annual meeting ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders in 2022by giving directors, employees and consultants an equity stake in the case Post-Combination Company and providing a means of Class I directors, recognizing their contributions to the success of the Post-Combination Company’s annual meeting of stockholders . The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in 2023, in our industry and are essential to recruiting and retaining the case of Class II directors, and highly qualified employees who help the Post-Combination Company’s annual meeting of stockholders in 2024Company meet its goals. If approved by the Xxxxxxxxx Board and our stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The election of these directors is contingent upon approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal. Pursuant to will become effective upon the Skillsoft Merger Agreement, at the closing consummation of the Merger. Description of the Material Features of the Incentive Plan The following is a summary of the material features of the Incentive Plan. This summary is qualified in its entirety by reference to the complete text of the Incentive Plan, our board a copy of directors will consist of seven members, six of whom will be nominated by Xxxxxxxxx and one of whom will be nominated by the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, which is attached to this joint proxy statement/prospectus as Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx We urge our stockholders to serve read carefully the entire Incentive Plan before voting on the board of directorsthis proposal. Purpose The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management purpose of the Post- Combination Company after Incentive Plan is to provide a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the Mergervalue of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.”

Vote Required for Approval. If the Merger Business Combination Proposal is not approved, the Governance Omnibus Incentive Plan Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the Governance Omnibus Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence holders of Software Acquisition Group common stock, voting together as a single class at a virtual meeting) or represented by proxy meeting at which quorum is present at the Xxxxxxxxx Special Meeting. Failure to vote by submit a proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions Meeting and broker non-votes will have no effect on the Governance Omnibus Incentive Plan Proposal. Abstentions are considered present for the purposes of establishing a quorum and will have no effect on the Omnibus Incentive Plan Proposal. The Merger merger is not conditioned upon the approval of the Governance Omnibus Incentive Plan Proposal, subject to the terms of the merger agreement. As discussed aboveNotwithstanding the approval of the Omnibus Incentive Plan Proposal, a vote to approve if the Governance Proposal is an advisory vote, and therefore, merger is not binding on consummated for any reason, the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of actions contemplated by the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, Omnibus Incentive Plan Proposal will take effect at consummation of the Merger, assuming adoption of Proposal No. 4. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Proposal. See “Other Agreements — Sponsor Agreement” for more informationnot be effected. Recommendation of the Software Acquisition Group Board of Directors THE XXXXXXXXX SOFTWARE ACQUISITION GROUP’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX ITS STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE OMNIBUS INCENTIVE PLAN PROPOSAL. Assuming the Merger PROPOSAL NO. 14 — THE ADJOURNMENT PROPOSAL Overview The Adjournment Proposal, if adopted, will allow Software Acquisition Group’s board of directors to adjourn the Merger Issuance Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposals, the Stock Issuance Proposal or the Omnibus Incentive Plan Proposal, or holders of Software Acquisition Group’s public shares have elected to redeem an amount of public shares such that Software Acquisition Group would have less than $5,000,001 of net tangible assets would not be satisfied or waived by CuriosityStream. In no event will Software Acquisition Group’s board of directors adjourn the Special Meeting or consummate the merger beyond the date by which it may properly do so under our existing charter and Delaware law. Consequences if the Adjournment Proposal is Not Approved If the Adjournment Proposal is not approved by Software Acquisition Group’s stockholders, Software Acquisition Group’s board of directors may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for the approval of the Business Combination Proposal, the Charter Approval ProposalProposals, the Prosus PIPE Issuance Proposal, the SuRo PIPE Stock Issuance Proposal and or the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, stockholders are being asked to elect seven directors to the Board, effective upon the closing of the Merger, with each director having a term that expires at the Post-Combination Company’s annual meeting of stockholders in 2022, in the case of Class I directors, the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The election of these directors is contingent upon approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Omnibus Incentive Plan Proposal, or holders of Software Acquisition Group’s public shares have elected to redeem an amount of public shares such that Software Acquisition Group would have less than $5,000,001 of net tangible assets would not be satisfied or waived by CuriosityStream, and may be unable to consummate the merger. Pursuant If we do not consummate the merger and fail to complete an initial business combination by May 22, 2021 (subject to the Skillsoft Merger Agreementrequirements of law), at the closing of the Merger, our board of directors will consist of seven members, six of whom we will be nominated required to dissolve and liquidate our Trust Account by Xxxxxxxxx and one of whom will be nominated by returning the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx then remaining funds in such account to serve on the board of directors. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management of the Post- Combination Company after the Mergerpublic stockholders.”

Vote Required for Approval. If the Merger Proposal is not approved, the Governance Prosus PIPE Issuance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the Governance Prosus PIPE Issuance Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Governance Prosus PIPE Issuance Proposal. The Merger is not conditioned upon the approval of the Governance Prosus PIPE Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. As discussed aboveNotwithstanding the approval of the Prosus PIPE Issuance Proposal, a vote to approve if the Governance Proposal is an advisory vote, and therefore, Merger is not binding on consummated for any reason, the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of actions contemplated by the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, Prosus PIPE Issuance Proposal will take effect at consummation of the Merger, assuming adoption of Proposal No. 4not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Prosus PIPE Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. Recommendation of the Board of Directors THE XXXXXXXXX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE PROSUS PIPE ISSUANCE PROPOSAL. Assuming the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, stockholders are being asked to elect seven directors to the Board, effective upon the closing of In connection with the Merger, we will effect the issuance and sale of an aggregate of 1,000,000 shares of Xxxxxxxxx Class A common stock at $10.00 per share to certain investors pursuant to the SuRo Subscription Agreement. Why Xxxxxxxxx Needs Stockholder Approval We are seeking stockholder approval in order to comply with each director having a term that expires at Rule 312.03 of the Post-Combination Company’s annual meeting NYSE Listed Company Manual. Under Rule 312.03 of stockholders the NYSE Listed Company Manual, stockholder approval is required prior to the issuance of shares of common stock in 2022certain circumstances, in including if the case number of Class I directors, the Post-Combination Company’s annual meeting shares of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualifiedcommon stock to be issued is, or until their earlier resignationwill be upon issuance, removal equal to or deathin excess of 20% of the number of shares of common stock outstanding before the issuance and if the issuance will result in a change of control of the issuer. The election maximum aggregate number of these directors is contingent upon approval shares of common stock issuable pursuant to the PIPE Subscription Agreements represents greater than 20% of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal number of shares of common stock outstanding before such issuance and the Incentive Plan Proposal. Pursuant to the Skillsoft Merger Agreement, at the closing may result in a change of the Merger, our board control of directors will consist of seven members, six of whom will be nominated by Xxxxxxxxx and one of whom will be nominated by the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx to serve on the board of directors. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management of the Post- Combination Company after the Merger.”

Vote Required for Approval. If the Merger Proposal is not approved, the Governance Merger Issuance Proposal will not be presented at the Xxxxxxxxx Churchill Special Meeting. The approval of the Governance Merger Issuance Proposal requires the a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Churchill Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Churchill Special Meeting, abstentions and broker non-votes will have no effect on the Governance Merger Issuance Proposal. The Merger is not conditioned upon the approval of the Governance Merger Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. As discussed aboveNotwithstanding the approval of the Merger Issuance Proposal, a vote to approve if the Governance Proposal is an advisory vote, and therefore, Merger is not binding on consummated for any reason, the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of actions contemplated by the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, Merger Issuance Proposal will take effect at consummation of the Merger, assuming adoption of Proposal No. 4not be effected. The Sponsor and Xxxxxxxxx’x Churchill’s directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Merger Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. Recommendation of the Board of Directors THE XXXXXXXXX CHURCHILL BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX CHURCHILL STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE MERGER ISSUANCE PROPOSAL. Assuming Overview PROPOSAL NO. 3 — THE CHARTER AMENDMENT PROPOSAL The Sponsor and Churchill’s directors and officers have agreed to vote the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, Founder Shares and any Public Shares owned by them in favor of the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, . See “Other Agreements — Sponsor Agreement” for more information. Our stockholders are being asked to elect seven directors to adopt the BoardCharter Amendment in the form attached hereto as Annex B, effective upon the closing of the Merger, with each director having a term that expires at the Post-Combination Company’s annual meeting of stockholders in 2022which, in the case of Class I directors, the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The election of these directors is contingent upon approval judgment of the Merger ProposalChurchill Board, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal. Pursuant is necessary in order for Churchill to fulfill its obligations under the Skillsoft Merger Agreement, at . The Charter Amendment increases the closing number of authorized shares of Churchill Class A common stock from 200,000,000 to 375,000,000 and authorizes the issuance of 3,840,000 shares of Churchill Class C common stock. The foregoing is a summary of the Merger, our board of directors will consist of seven members, six of whom will be nominated by Xxxxxxxxx and one of whom will be nominated key changes effected by the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. XxxxCharter Amendment, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx but this summary is qualified in its entirety by reference to serve on the board of directors. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management full text of the Post- Combination Company after Charter Amendment, a copy of which is included as Annex B. Reasons for the Merger.”Amendments

Vote Required for Approval. If the Merger Business Combination Proposal is not approved, the Governance Stock Issuance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the Governance Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence holders of Software Acquisition Group common stock, voting together as a single class at a virtual meeting) or represented by proxy meeting at which quorum is present at the Xxxxxxxxx Special Meeting. Failure to vote by submit a proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions Meeting and broker non-votes will have no effect on the Governance Stock Issuance Proposal. Abstentions are considered present for the purposes of establishing a quorum and will have no effect on the Stock Issuance Proposal. The Merger merger is not conditioned upon the approval of the Governance Stock Issuance Proposal, subject to the terms of the merger agreement. As discussed aboveNotwithstanding the approval of the Stock Issuance Proposal, a vote to approve if the Governance Proposal is an advisory vote, and therefore, merger is not binding on consummated for any reason, the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of actions contemplated by the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, Stock Issuance Proposal will take effect at consummation of the Merger, assuming adoption of Proposal No. 4. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Proposal. See “Other Agreements — Sponsor Agreement” for more informationnot be effected. Recommendation of the Software Acquisition Group Board of Directors THE XXXXXXXXX SOFTWARE ACQUISITION GROUP’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX ITS STOCKHOLDERS VOTE “FOR” THE STOCK ISSUANCE PROPOSAL. PROPOSAL NO. 13 — APPROVAL OF THE GOVERNANCE PROPOSALCURIOSITYSTREAM INC. Assuming the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, 2020 OMNIBUS INCENTIVE PLAN The stockholders of Software Acquisition Group are being asked to elect seven approve the CuriosityStream Inc. 2020 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) at the Special Meeting. The Omnibus Incentive Plan was approved by the Software Acquisition Group board of directors on August 7, 2020, subject to approval by our stockholders. We are seeking stockholder approval of the BoardOmnibus Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NASDAQ listing rules. If approved by our stockholders, the Omnibus Incentive Plan will become effective upon the closing consummation of the Merger, with each director having merger. The Omnibus Incentive Plan is intended to be a term that expires at vital component of our compensation program following the Postconsummation of the transactions contemplated by the merger agreement and the primary equity plan we use to grant equity-Combination Company’s annual meeting of stockholders in 2022, in the case of Class I based incentive awards to our directors, the Post-Combination Company’s annual meeting of stockholders in 2023officers, in the case of Class II directors, employees and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or deathconsultants. The election of these directors is contingent upon approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal. Pursuant to the Skillsoft Merger Agreement, at the closing of the Merger, our board of directors of Software Acquisition Group believes that granting equity awards under the Omnibus Incentive Plan will consist serve to align the interests of seven membersthe key services providers of New CuriosityStream and its subsidiaries with New CuriosityStream’s stockholders, six and that it would be in the best interest of whom will be nominated by Xxxxxxxxx New CuriosityStream and one of whom will be nominated by the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx its stockholders to serve on the board of directorsmake such grants. The Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directorsstatements made in this Proposal No. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx 13 concerning terms and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is set forth in the section entitled “Management provisions of the Post- Combination Company after Omnibus Incentive Plan are summaries and do not purport to be a complete recitation of the MergerOmnibus Incentive Plan provisions. Such statements are qualified in their entirety by express reference to the full text of the Omnibus Incentive Plan. A copy of the Omnibus Incentive Plan as proposed is attached hereto as Annex C and is incorporated by reference herein.”