Form of Subscription agreement for private warrants by EarlyBirdCapital, Inc
Exhibit 10.5.2
EBC Warrant Subscription Agreement
March 26, 2020
Gentlemen:
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.
The undersigned hereby commits to purchase an aggregate of 500,000 warrants of the Corporation (“Initial Warrants”) at $1.00 per Initial Warrant for an aggregate purchase price of $500,000 (the “Initial Purchase Price”). Additionally, if the underwriters in the IPO (“Underwriters”) exercise their over-allotment option in full or part, the undersigned further commits to purchase up to an additional 46,154 Warrants (“Additional Warrants” and together with the Initial Warrants, the “Private Warrants”) at $1.00 per Additional Warrant, for an aggregate purchase price of up to $46,154 (the “Over-Allotment Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The Private Warrants will be identical to the warrants to be sold in the IPO except as described in the Corporation’s registration statement filed in connection with the IPO (“Registration Statement”). The undersigned shall pay the Initial Purchase Price and the Over-Allotment Purchase Price (if any) for the Initial Warrants and Additional Warrants (if any) by wire transfer of immediately available funds to the trust account established by the corporation in connection with the IPO on the date the IPO and over-allotment option (if any) respectively, are consummated. The undersigned agrees that if the size of the IPO is increased or decreased for any reason, the amount of the undersigned’s investment will be either increased or decreased, as applicable, so that the undersigned’s percentage of the aggregate investment in Private Warrants made by the undersigned and other investors of the Company remains the same. If the size of the offering is increased, the undersigned agrees that it will deliver the purchase price for such additional Private Warrants to Counsel as set forth above or as promptly as is reasonably practicable following the increase if it is on the Effective Date. If the size of the offering is decreased, the unused portion of the Purchase Price shall be returned to the undersigned.
The Private Warrants will be identical to the warrants to be sold by the Corporation in the IPO, except that:
| · | the Private Warrants (i) will not be redeemable by the Corporation and (ii) may be exercised for cash or on a cashless basis, as described in the Registration Statement, in each case so long as they are held by the undersigned or any of its permitted transferees; |
| · | the Private Warrants and underlying securities will not be transferable by the undersigned until the consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement governing the Private Warrants); |
| · | as long as the Private Warrants are held by the undersigned or its designees or affiliates, they may not be exercised after five years from the effective date of the Registration Statement; |
| · | the Private Warrants and underlying securities will be subject to customary registration rights, pursuant to a registration rights agreement on terms agreed upon by the Corporation and the Underwriters to be filed as an exhibit to the Registration Statement; |
| · | the undersigned will not participate in any liquidation distribution with respect to the Private Warrants or the underlying securities (but will participate in liquidation distributions with respect to any units or shares of Common Stock purchased by the undersigned in the IPO or in the open market after the IPO) if the Corporation fails to consummate a Business Combination; and |
| · | the Private Warrants and the underlying securities will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the Underwriters in order to consummate the IPO, which terms or restrictions will be described in the Registration Statement. |
The undersigned further acknowledges and agrees that the Private Warrants and the underlying shares of Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(g)(2). Additionally, the Private Warrants and underlying shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of the undersigned and any such participating underwriter or selected dealer. Additionally, the Private Warrants and underlying shares of Common Stock may not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. Additionally, the undersigned may not exercise demand or piggyback rights with respect to the Private Warrants and underlying shares of Common Stock after five (5) and seven (7) years, respectively, from the effective date of the Registration Statement and may not exercise demand rights on more than one occasion.
The undersigned acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to a registration rights agreement.
The undersigned hereby represents and warrants that, as applicable:
| (a) | it has been advised that the Private Warrants and the underlying securities have not been registered under the Securities Act; |
| (b) | it is acquiring the Private Warrants and the underlying securities for its account for investment purposes only; |
| (c) | it has no present intention of selling or otherwise disposing of the Private Warrants or the underlying securities in violation of the securities; |
| (d) | it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; |
| (e) | it has had both the opportunity to ask questions and receive answers from the officers and directors of the Corporation and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder; |
| (f) | it is familiar with the proposed business, management, financial condition and affairs of the Corporation; |
| (g) | it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and |
| (h) | this letter constitutes a legal, valid and binding obligation, and is enforceable against it. |
[Signature Page Follows]
| Very truly yours, | ||
| EARLYBIRDCAPITAL, INC. | ||
| By: | Name: | |
| Title: | ||
| Accepted and Agreed: | ||
| NOVUS CAPITAL CORPORATION | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit A
