INDEMNITY AGREEMENTIndemnity Agreement • October 16th, 2020 • Novus Capital Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between NOVUS CAPITAL CORPORATION II, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 16th, 2020 • Novus Capital Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NOVUS CAPITAL CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [•], 2020Warrant Agreement • October 16th, 2020 • Novus Capital Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2020, is by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 16th, 2020 • Novus Capital Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2020, is entered into by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and [ ] (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2020 • Novus Capital Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Novus Capital Corporation II, a Delaware corporation (the “Company”), NCCII Co-Invest LLC, a Delaware limited liability company (“NCCII”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with NCCII, a “Holder” and collectively the “Holders”).
Novus Capital Corporation II 8556 Oakmont Lane Indianapolis, IN 46260Novus Capital Corp II • October 16th, 2020 • Blank checks • Delaware
Novus Capital Corporation II a Delaware corporation (the “Company”), is pleased to accept the offer ______________ (the “Subscriber” or “you”), has made to purchase _______ shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Shares and shall be deemed to include any shares of Class A Common Stock issued upon conversi
Novus Capital Corporation II 8556 Oakmont Lane Indianapolis, IN 46260Novus Capital Corp II • October 16th, 2020 • Blank checks • Delaware
Novus Capital Corporation II a Delaware corporation (the “Company”), is pleased to accept the offer Novus Capital Associates, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 1,111,111 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Shares and shall be deemed to include
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 16th, 2020 • Novus Capital Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2020, is entered into by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and Novus Capital Associates, LLC, a Delaware limited liability company (the “Purchaser”).
Novus Capital Corporation II Indianapolis, IN 46260Letter Agreement • October 16th, 2020 • Novus Capital Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Novus Capital Corporation II a Delaware corporation (the “Company”), and Cowen and Company, LLC, as the representative (“Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price o
