Common use of Vote Required for Approval Clause in Contracts

Vote Required for Approval. If the Business Combination Proposal is not approved, the Stock Issuance Proposal will not be presented at the Special Meeting. The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of Software Acquisition Group common stock, voting together as a single class at a meeting at which quorum is present at the Special Meeting. Failure to submit a proxy or to vote at the Special Meeting and broker non-votes will have no effect on the 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 is conditioned upon the approval of the Stock Issuance Proposal, subject to the terms of the merger agreement. Notwithstanding the approval of the Stock Issuance Proposal, if the merger is not consummated for any reason, the actions contemplated by the Stock Issuance Proposal will not be effected. The stockholders of Software Acquisition Group are being asked to 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 Omnibus 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 consummation of the merger. The Omnibus Incentive Plan is intended to be a vital component of our compensation program following the consummation of the transactions contemplated by the merger agreement and the primary equity plan we use to grant equity-based incentive awards to our directors, officers, employees and consultants. The board of directors of Software Acquisition Group believes that granting equity awards under the Omnibus Incentive Plan will serve to align the interests of the key services providers of New CuriosityStream and its subsidiaries with New CuriosityStream’s stockholders, and that it would be in the best interest of New CuriosityStream and its stockholders to make such grants. The statements made in this Proposal No. 13 concerning terms and provisions of the Omnibus Incentive Plan are summaries and do not purport to be a complete recitation of the Omnibus 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.

Vote Required for Approval. If The Employee Stock Purchase Plan Proposal will be approved and adopted if the 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 conditioned on the approval of the Business Combination Proposal is not approvedProposal, each of the Charter Proposals, the Stock Issuance Equity Incentive Plan Proposal, and the Nasdaq Proposal will not be presented at the Special Meetingspecial 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 Issuance Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. 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 cast by 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 Software Acquisition Group common stockAppHarvest Common Stock; • the issuance of 37,500,000 shares of Novus Common Stock to the investors in the PIPE, voting together 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 a single class at a meeting at which quorum is present well as the annexes to this proxy statement/prospectus. We are seeking stockholder approval in order to comply with Nasdaq Listing Rule 5635(a), (b), (c) and entitled to vote and actually cast xxxxxxx at the Special Meetingspecial meeting. Failure to submit a vote by proxy or to vote online at the Special Meeting and broker non-votes virtual special meeting or an abstention from voting will have no effect on the Stock Issuance outcome of the vote on the Nasdaq Proposal. Abstentions are considered present for Adoption of the purposes of establishing a quorum and will have no effect on the Stock Issuance Proposal. The merger Nasdaq Proposal is conditioned upon on the approval of the Stock Issuance Business Combination Proposal, subject to the terms each of the merger agreementCharter Proposals, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal at the special meeting. Notwithstanding The Closing is conditioned on the approval of the Stock Issuance 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. (d). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting 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), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a 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 is less than the greater of book or market value of the stock if the merger number of shares of Common Stock to be issued is not consummated for any reasonor may be equal to 20% or more of the Common Stock, or 20% or more of the actions contemplated by voting power, outstanding before the Stock Issuance Proposal will not be effectedissuance. The stockholders of Software Acquisition Group are being asked to 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 Stockholder approval of the Omnibus Incentive Plan (i) in order for incentive stock options Nasdaq Proposal is also a condition 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 consummation of the merger. The Omnibus Incentive Plan is intended to be a vital component of our compensation program following the consummation of the transactions contemplated by the merger agreement and the primary equity plan we use to grant equity-based incentive awards to our directors, officers, employees and consultants. The board of directors of Software Acquisition Group believes that granting equity awards Closing under the Omnibus Incentive Plan will serve to align the interests of the key services providers of New CuriosityStream and its subsidiaries with New CuriosityStream’s stockholders, and that it would be in the best interest of New CuriosityStream and its stockholders to make such grants. The statements made in this Proposal No. 13 concerning terms and provisions of the Omnibus Incentive Plan are summaries and do not purport to be a complete recitation of the Omnibus 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 hereinBusiness Combination Agreement.

Vote Required for Approval. If Approval of the Business Combination Proposal is not approved, the Stock Issuance Proposal will not be presented at the Special Meeting. The approval of the Stock Issuance 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 holders of Software Acquisition Group common stock, voting together as a single class at a meeting at which quorum is present thereon at the Special Meetingspecial meeting. Failure to submit a vote by proxy or to vote online at the Special Meeting and broker non-votes virtual special meeting or an abstention from voting will have no effect on the Stock Issuance Proposal. Abstentions are considered present for outcome of the purposes of establishing a quorum and will have no effect vote on the Stock Issuance Business Combination Proposal. The merger adoption of the Business Combination Proposal is 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 Stock Issuance Business Combination Proposal, subject each of the Charter Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. In connection with the Closing, the Novus Initial Stockholders, Novus and AppHarvest will enter into a Sponsor Restricted Stock Agreement which will supersede and terminate the Stock Escrow Agreement. Pursuant to the terms Sponsor Restricted Stock Agreement, restrictions will apply to a number of shares of Novus Common Stock equal to 1,250,000 shares of the merger agreement. Notwithstanding the approval of the Novus Common Stock Issuance Proposal, if the merger is not consummated for any reason, the actions contemplated held by the Stock Issuance Proposal will Novus Initial Stockholders, multiplied by (x) a number, not be effected. The stockholders of Software Acquisition Group are being asked less than 0, equal to 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 Omnibus Incentive Plan (i) the number of shares of Novus Common Stock validly redeemed by holders thereof pursuant to redemption rights provided in order for incentive stock options to meet the requirements Existing Certificate of the Code and Incorporation minus (ii) in order 1,025,000, divided by (y) the number of shares of Novus Common Stock outstanding immediately prior to comply with the NASDAQ listing rulesEffective Time. If approved by our stockholders, Such Restricted Shares shall be subject to release upon satisfaction of the Omnibus Incentive Plan will become effective following trigger: • 50% of the Restricted Shares shall be released upon the consummation date on which (x) the closing price of the merger. The Omnibus Incentive Plan is intended Combined Company Common Stock (as adjusted for share splits, 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 be exchange their shares for cash, securities or other property having a vital component value of our compensation program following at least $12.50 per share (for any noncash proceeds, determined based on the consummation valuation set forth in the definitive agreements for such transaction or, in the absence of the transactions contemplated such valuation, as determined in good faith by the merger agreement and the primary equity plan we use to grant equity-based incentive awards to our directors, officers, employees and consultants. The board of directors of Software Acquisition Group believes that granting equity awards under the Omnibus Incentive Plan will serve to align the interests Combined Company); and • 50% of the key services providers Restricted Shares shall be released upon the date on which (x) the closing price of New CuriosityStream 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 subsidiaries with New CuriosityStream’s stockholdersstockholders having the right to exchange their shares for cash, and that it would be 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 best interest definitive agreements for such transaction or, in the absence of New CuriosityStream 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 its stockholders to make such grantscanceled and no stockholder shall have any rights with respect thereto. The statements made in this Proposal No. 13 concerning terms and provisions following examples illustrate the number of the Omnibus Incentive Plan 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 summaries and do not purport to be a complete recitation redeemed – 1,025,000 shares) number of the Omnibus Incentive Plan provisions. Such statements are qualified in their entirety by express reference shares of Novus Common Stock outstanding immediately prior 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.Merger

Vote Required for Approval. If the Business Combination Proposal is not approved, the Stock Issuance Omnibus Incentive Plan Proposal will not be presented at the Special Meeting. The approval of the Stock Issuance Omnibus Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of Software Acquisition Group common stock, voting together as a single class at a meeting at which quorum is present at the Special Meeting. Failure to submit a proxy or to vote at the Special Meeting and broker non-votes will have no effect on the Stock Issuance Omnibus Incentive Plan Proposal. Abstentions are considered present for the purposes of establishing a quorum and will have no effect on the Stock Issuance Omnibus Incentive Plan Proposal. The merger is conditioned upon the approval of the Stock Issuance Omnibus Incentive Plan Proposal, subject to the terms of the merger agreement. Notwithstanding the approval of the Stock Issuance Omnibus Incentive Plan Proposal, if the merger is not consummated for any reason, the actions contemplated by the Stock Issuance Omnibus Incentive Plan Proposal will not be effected. The stockholders of Adjournment Proposal, if adopted, will allow Software Acquisition Group Group’s board of directors to adjourn the 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 being asked not sufficient votes to approve the CuriosityStream Inc. 2020 Omnibus Incentive Plan (Business Combination Proposal, the “Omnibus Incentive Plan”) at Charter Proposals, 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 Stock Issuance Proposal or the Omnibus Incentive Plan (i) 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. 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 order the event that there are insufficient votes for incentive stock options to meet the requirements approval of the Code and (ii) in order to comply with Business Combination Proposal, the NASDAQ listing rules. If approved by our stockholdersCharter Proposals, the Stock Issuance Proposal or the Omnibus Incentive Plan will become effective upon the consummation 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. The Omnibus Incentive Plan is intended to be a vital component of our compensation program following the consummation of the transactions contemplated by If we do not consummate the merger agreement and the primary equity plan we use fail to grant equity-based incentive awards to our directorscomplete an initial business combination by May 22, officers, employees and consultants. The board of directors of Software Acquisition Group believes that granting equity awards under the Omnibus Incentive Plan will serve to align the interests of the key services providers of New CuriosityStream and its subsidiaries with New CuriosityStream’s stockholders, and that it would be in the best interest of New CuriosityStream and its stockholders to make such grants. The statements made in this Proposal No. 13 concerning terms and provisions of the Omnibus Incentive Plan are summaries and do not purport to be a complete recitation of the Omnibus Incentive Plan provisions. Such statements are qualified in their entirety by express reference 2021 (subject to the full text requirements of law), we will be required to dissolve and liquidate our Trust Account by returning the Omnibus Incentive Plan. A copy of then remaining funds in such account to the Omnibus Incentive Plan as proposed is attached hereto as Annex C and is incorporated by reference hereinpublic stockholders.

Vote Required for Approval. If the Business Combination Proposal is not approved, the Stock Issuance The Equity Incentive Plan Proposal will not be presented at approved and adopted if the Special Meeting. The approval of the Stock Issuance Proposal requires the affirmative vote holders of a majority of the votes cast shares of Novus Common Stock represented in person online or by holders of Software Acquisition Group common stock, voting together as a single class at a meeting at which quorum is present proxy and voted thereon at the Special Meeting. Failure to submit a proxy or to special meeting vote at “FOR” the Special Meeting and broker non-votes will have no effect on the Stock Issuance Equity Incentive Plan Proposal. Abstentions are considered present for Adoption of the purposes of establishing a quorum and will have no effect on the Stock Issuance Proposal. The merger Equity Incentive Plan Proposal is conditioned upon on the approval of the Stock Issuance Business Combination Proposal, subject to the terms each of the merger agreementCharter Proposals, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. Notwithstanding The Closing is conditioned on the approval of the Stock Issuance Business Combination Proposal, if each of the merger is not consummated for any reasonCharter Proposals, the actions contemplated by Equity Incentive Plan Proposal, the Employee Stock Issuance Purchase Plan Proposal will not be effectedand the Nasdaq Proposal at the special meeting. The In this Proposal No. 4, Novus is asking our stockholders of Software Acquisition Group are being asked to approve the CuriosityStream AppHarvest, Inc. 2020 Omnibus Incentive Plan (2021 Employee Stock Purchase Plan, which we refer to herein as the “Omnibus Incentive Plan”) at the Special Meeting. The Omnibus Incentive Plan was approved by the Software Acquisition Group ESPP.” Novus’s board of directors approved the ESPP on August 7January 10, 20202021, subject to stockholder approval by our at the special meeting of stockholders. We are seeking stockholder approval of the Omnibus 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 stockholdersstockholders approve this proposal, the Omnibus Incentive Plan ESPP will become effective upon on the consummation of the mergerBusiness Combination. If the ESPP is not approved by the stockholders, it will not become effective. The Omnibus Incentive Plan ESPP is intended to be a vital component of our compensation program following the consummation described in more detail below. The purpose of the transactions contemplated by ESPP is to provide a means whereby the merger agreement and Combined Company can align the primary equity plan we use to grant equitylong-based incentive awards to our directorsterm financial interests of its employees with the financial interests of its stockholders. In addition, officers, employees and consultants. The the board of directors of Software Acquisition Group believes that granting equity awards under the Omnibus Incentive Plan ability to allow its employees to purchase shares of Combined Company Common Stock will serve help the Combined Company to align attract, retain, and motivate employees and encourages them to devote their best efforts to the interests Combined Company’s business and financial success. Approval of the key services providers 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 New CuriosityStream and its subsidiaries with New CuriosityStreamCombined Company’s stockholders, and that it would be in the best interest of New CuriosityStream and its stockholders to make such grants. The statements made in this Proposal No. 13 concerning terms and provisions material features of the Omnibus Incentive Plan ESPP are summaries and do described below. The following description of the ESPP is a summary only. This summary is not purport to be a complete recitation statement of the Omnibus Incentive Plan provisions. Such statements are ESPP and is qualified in their its entirety by express reference to the full complete text of the Omnibus Incentive Plan. A ESPP, a copy of the Omnibus Incentive Plan as proposed which is attached hereto as Annex C D. Novus’s stockholders should refer to the ESPP for more complete and is incorporated by reference hereindetailed information about the terms and conditions of the ESPP.