10,000,000 Units Novus Capital Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2020 • Novus Capital Corp • Blank checks • New York
Novus Capital Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2020 • Novus Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19th day of May 2020, by and among Novus Capital Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
AppHarvest, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • August 3rd, 2022 • AppHarvest, Inc. • Agricultural production-crops • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between AppHarvest, Inc., a Delaware public benefit corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AppHarvest, Inc. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • August 3rd, 2022 • AppHarvest, Inc. • Agricultural production-crops • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between AppHarvest, Inc., a Delaware public benefit corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AppHarvest, Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • August 3rd, 2022 • AppHarvest, Inc. • Agricultural production-crops • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between AppHarvest, Inc., a Delaware public benefit corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
40,000,000 Shares APPHARVEST, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2023 • AppHarvest, Inc. • Agricultural production-crops • New York
APPHARVEST, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 1st, 2020 • Novus Capital Corp • Agricultural production-crops • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 20__ and is between AppHarvest, Inc., a Delaware public benefit corporation (the “Company”), and ______________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 20th, 2020 • Novus Capital Corp • Blank checks • New York
This Agreement is made as of May 19, 2020 by and between Novus Capital Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • May 20th, 2020 • Novus Capital Corp • Blank checks • New York
This agreement is made as of May 19, 2020 between Novus Capital Corporation, a Delaware corporation, with offices at 8556 Oakmont Lane, Indianapolis, IN 46260 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2020 • Novus Capital Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 28th day of September 2020, by and between Novus Capital Corporation, a Delaware corporation (the “Issuer”), and each of the undersigned subscribers (each a “Subscriber” and together the “Subscribers”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 May 14, 2020Advisory Agreement • May 20th, 2020 • Novus Capital Corp • Blank checks • New York
This is to confirm our agreement whereby Novus Capital Corporation, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-237877) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
APPHARVEST, INC. COMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • August 3rd, 2022 • AppHarvest, Inc. • Agricultural production-crops • New York
AppHarvest, Inc., a Delaware public benefit corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
WARRANT AGREEMENTWarrant Agreement • May 12th, 2020 • Novus Capital Corp • Blank checks • New York
This agreement is made as of [•], 2020 between Novus Capital Corporation, a Delaware corporation, with offices at 8556 Oakmont Lane, Indianapolis, IN 46260 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
March [•], 2020Underwriting Agreement • April 28th, 2020 • Novus Capital Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Novus Capital Corporation a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2022 • AppHarvest, Inc. • Agricultural production-crops • Kentucky
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 27th day of February, 2022, (the “Effective Date”) by and between Julie Nelson (the “Employee”) and AppHarvest, Inc. (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 14th, 2020 • Novus Capital Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March [•], 2020 (“Agreement”), by and among NOVUS CAPITAL CORPORATION, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • September 20th, 2023 • AppHarvest, Inc. • Agricultural production-crops
THIS FIRST AMENDMENT TO AGREEMENT (the “Amendment”) is made and entered into as of September 15, 2023, by and between APPHARVEST RICHMOND FARM, LLC, a Delaware limited liability company (the “Lessor”), and CEFF II APPHARVEST HOLDINGS, LLC, a Delaware limited liability company (the “Lessee”).
Re: Separation Agreement Dear Marcella:Separation Agreement • August 11th, 2021 • AppHarvest, Inc. • Agricultural production-crops • Kentucky
This letter sets forth the substance of the separation agreement (the “Agreement”) which AppHarvest, Inc. (the “Company”) is offering to you to aid in your employment transition.
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among NOVUS CAPITAL CORPORATION, ORGA, INC., and APPHARVEST, INC. Dated as of September 28, 2020Business Combination Agreement • September 29th, 2020 • Novus Capital Corp • Blank checks • Delaware
At any time when any shares of capital stock of the Company are outstanding, the Company shall not, either directly or indirectly, merge or consolidate with or into another entity if, as a result of such merger or consolidation, the capital stock of the Company would become, or be converted into or exchanged for the right to receive, shares or other equity interests in a domestic or foreign corporation that is not a public benefit corporation or similar entity and the certificate of incorporation (or similar governing document) of which does not contain identical provisions to Article III identifying the public benefit or public benefits, unless the Company shall have obtained, in addition to any affirmative vote required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as
PURCHASE & MARKETING AGREEMENT EXCLUSIVE PRODUCTION APPHARVEST, LLC (United States)Purchase & Marketing Agreement • December 4th, 2020 • Novus Capital Corp • Agricultural production-crops • Michigan
This agreement (“Agreement”) is made this 28th day of March, 2019 (“Effective Date”) between AppHarvest, Inc., a Delaware corporation (“Grower”) and Mastronardi Produce Limited, a corporation incorporated pursuant to the laws of the Province of Ontario, Canada, having its principal office at 2100 Road 4 East, ON CAN9Y 2E, Kingsville, Ontario, Canada (“Mastronardi”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2020 • Novus Capital Corp • Agricultural production-crops • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2020 (the “Effective Date”) by and among Novus Capital Corporation, a Delaware corporation (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • December 1st, 2020 • Novus Capital Corp • Agricultural production-crops • New York
THIS RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”), dated as of May 13, 2019 (the “Effective Date”), is entered into by and between CEFF US Holdings, LLC, a Delaware limited liability company (“CEFF”), and AppHarvest, Inc., a Delaware corporation (“AppHarvest”) (each of CEFF and AppHarvest being sometimes hereinafter referred to individually as a “Party” and together as the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2021 • AppHarvest, Inc. • Agricultural production-crops • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 29, 2021 (the “Effective Date”) by and among Novus Capital Corporation, a Delaware corporation (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO PURCHASE & MARKETING AGREEMENT EXCLUSIVE PRODUCTION APPHARVEST, LLC (United States)Purchase & Marketing Agreement • December 21st, 2020 • Novus Capital Corp • Agricultural production-crops • Michigan
This Amendment No. 1 (this “Amendment”) of the terms of the Agreement (as defined below) is made as of December 18, 2020 by and among AppHarvest, Inc. (“AppHarvest”) and Mastronardi Produce Limited (“Mastronardi”). Reference is made to that certain Purchase & Marketing Agreement, dated March 28, 2019, by and between AppHarvest and Mastronardi that pertains to the AppHarvest protected agriculture facility located in Morehead, Kentucky (the “Agreement”). AppHarvest and Mastronardi desire to amend the Agreement as set forth below in this Amendment. The capitalized terms not otherwise defined herein have the respective meanings given to them in the Agreement. AppHarvest and Mastronardi are collectively referred to as the “Parties.”
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 20th, 2020 • Novus Capital Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of May 19, 2020 (“Agreement”), by and among NOVUS CAPITAL CORPORATION, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SECOND ADDENDUM TO MASTER CREDIT AGREEMENTMaster Credit Agreement • March 15th, 2023 • AppHarvest, Inc. • Agricultural production-crops
This Second Addendum to Master Credit Agreement (this "Second Addendum") is entered into and is dated as of February 2, 2023 and made effective as of December 27, 2022 between APPHARVEST MOREHEAD FARM, LLC, a Delaware limited liability company ("Party") and RABO AGRIFINANCE LLC, a Delaware limited liability company (the "Lender"). The Party and the Lender agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2020 • Novus Capital Corp • Agricultural production-crops • Kentucky
This Employment Agreement (the “Agreement”) is entered into as of the 11th day of December, 2020, by and between Jonathan Webb (the “Employee”) and AppHarvest, Inc. (the “Company”).
MASTER SECURITY AGREEMENTMaster Security Agreement • February 3rd, 2023 • AppHarvest, Inc. • Agricultural production-crops • Delaware
This security agreement (“Master Security Agreement”) is entered into and is dated as of February 2, 2023 and made effective as of December 27, 2022. It is between APPHARVEST MOREHEAD FARM, LLC, a Delaware limited liability company (“Grantor”), and RABO AGRIFINANCE LLC, a Delaware limited liability company, as agent for itself and the other Secured Parties (defined herein) under the Collateral Agency Agreement (defined herein; and RABO AGRIFINANCE LLC, in that capacity, “Collateral Agent”).
FIRST AMENDMENT TO MASTER CREDIT AGREEMENTMaster Credit Agreement • April 6th, 2023 • AppHarvest, Inc. • Agricultural production-crops • Kentucky
This FIRST AMENDMENT TO MASTER CREDIT AGREEMENT (this “Agreement”), dated as of March 31, 2023, among APPHARVEST MOREHEAD FARM, LLC, a Delaware limited liability company (“Borrower”), RABO AGRIFINANCE LLC, a Delaware limited liability company (“Lender”) and RABO AGRIFINANCE LLC, a Delaware limited liability company, as agent for itself and the other Secured Parties (as defined in the Collateral Agency Agreement) under the Collateral Agency Agreement (in that capacity, “Collateral Agent”).
SECOND amendment TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENTMembership Interest Purchase and Sale Agreement • March 2nd, 2021 • AppHarvest, Inc. • Agricultural production-crops • New York
This SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of March 1, 2021 (the “Amendment Effective Date”) by and between CEFF Morehead Property, LLC, a Delaware limited liability company (“Seller”), and AppHarvest Morehead Farm, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the MIPSA (as defined below).
ASSIGNMENT OF AND FIRST amendment TO RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • March 2nd, 2021 • AppHarvest, Inc. • Agricultural production-crops • New York
This ASSIGNMENT OF AND FIRST AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT (this “Amendment”) is made as of March 1, 2021 (the “Amendment Effective Date”) by and among CEFF US Holdings, LLC, a Delaware limited liability company (“CEFF”), Equilibrium Sustainable Foods, LLC, an Oregon limited liability company (“CEFF Assignee”), and AppHarvest Operations, Inc. (f/k/a AppHarvest, Inc.), a Delaware corporation (“AppHarvest”). CEFF, CEFF Assignee, and AppHarvest are sometimes individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the ROFR Agreement (as defined below).
APPHARVEST CANADA, INC. CONSULTING AGREEMENT Effective Date: January 3, 2023Consulting Agreement • January 6th, 2023 • AppHarvest, Inc. • Agricultural production-crops • British Columbia
This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between AppHarvest Canada, Inc., a British Columbia corporation (“Client”), and the consultant named on the signature page hereto (“Consultant”).
MASTER CREDIT AGREEMENTMaster Credit Agreement • June 16th, 2021 • AppHarvest, Inc. • Agricultural production-crops
This Master Credit Agreement (referred to herein as the “Agreement” or the “MCA”) is dated as of June 15, 2021 between APPHARVEST MOREHEAD FARM, LLC, a Delaware limited liability company ("Party") and RABO AGRIFINANCE LLC, a Delaware limited liability company (“Lender”).
LEASE AGREEMENTLease Agreement • September 20th, 2023 • AppHarvest, Inc. • Agricultural production-crops • New York
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of September 14, 2023 (the “Effective Date”), by and between APPHARVEST OPERATIONS, INC., a Delaware corporation (the “Lessor”), and CEFF II APPHARVEST HOLDINGS, LLC, a Delaware limited liability company (the “Lessee”).
FIRST AMENDMENT TO MASTER LEASE AGREEMENTMaster Lease Agreement • November 9th, 2020 • Novus Capital Corp • Agricultural production-crops • Kentucky
This FIRST AMENDMENT TO MASTER LEASE AGREEMENT (this “Amendment”) is made as of September 30, 2019 (the “Amendment Effective Date”) by and between Morehead 30 Farm, LLC, a Delaware limited liability company (“Lessor”) and AppHarvest Morehead Farm, LLC, a Delaware limited liability company (“Lessee”). Lessor and Lessee are sometimes individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease (as defined below).
