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
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 29th, 2020 • Novus Capital Corp • Blank checks • Delaware
This STOCKHOLDER SUPPORT AGREEMENT, dated as of September 28, 2020 (this “Agreement”), is entered into by and among Novus Capital Corporation., a Delaware corporation (“Novus”), AppHarvest, Inc., a Delaware public benefit corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”), in each case, solely in such Stockholder’s capacity as a Stockholder (and not in any other capacity).
