10,000,000 Units Novus Capital Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 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 • April 28th, 2020 • Novus Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [•] day of 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 28th, 2020 • Novus Capital Corp • Blank checks • New York
This Agreement is made as of [•], 2020 by and between Novus Capital Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • April 28th, 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-________) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • April 28th, 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.
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 28th, 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”).
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.
Gentlemen:Warrant Subscription Agreement • April 28th, 2020 • Novus Capital Corp • Blank checks
Novus Capital Corporation (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation currently anticipates selling units in the IPO, each comprised of one share of common stock, par value $0.0001 per share, of the Corporation (“Common Stock”) and one-half of one warrant (“Warrant”), each whole Warrant to purchase one share of Common Stock.
