Exhibit 10.2


 


APPHARVEST, INC.


 


STOCK OPTION GRANT NOTICE

(2018 EQUITY INCENTIVE PLAN)


 


AppHarvest, Inc.
(the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby
grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option
is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of
Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined
herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If
there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control.


 


	Optionholder:	

	Date of Grant:	

	Vesting Commencement Date:	

	Number of Shares Subject to Option:	

	Exercise Price (Per Share):	

	Total Exercise Price:	

	Expiration Date:	



 


	Type of Grant:	 ̈ Incentive
    Stock Option1	 ̈ Nonstatutory
    Stock Option
	 	 	 
	Exercise Schedule:	 ̈ Same
    as Vesting Schedule	 ̈ Early
    Exercise Permitted



 


 


 


	Vesting Schedule:	[Sample of
standard vesting. One-fourth (1/4th) of the shares vest one year after the Vesting Commencement Date;
the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of
the Vesting Commencement Date, subject to Optionholder’s Continuous Service as of each such date.]



 


	Payment:	By one or a combination of the following items (described
in the Option Agreement):



 


 ̈     By
cash, check, bank draft or money order payable to the Company





 ̈     Pursuant
to a Regulation T Program if the shares are publicly traded





 ̈     By
delivery of already-owned shares if the shares are publicly traded





 ̈     If
and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise,
by a “net exercise” arrangement


 





 






1
If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable
for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory
Stock Option.


 






     


     


    

 





Additional Terms/Acknowledgements:
Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the
Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended
or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant
Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this
option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception
of (i) options previously granted and delivered to Optionholder, and (ii) the following agreements only. This Stock Option
Grant Notice and any notices, agreements or other documents related thereto may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be
delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of
2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


	Other Agreements:	 
	 	 
	 	 


 


By accepting this option, you consent to
receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established
and maintained by the Company or another third party designated by the Company.


 





	APPHARVEST, INC.	 	OPTIONHOLDER:
	 	 	 
	By:	                            	 	 
	Signature	 	Signature
	Title:	 	 	Email:	                       
	Email:	 	 	Date:	   
	Date:	 	 	 



 


Attachments:
Option Agreement, 2018 Equity Incentive Plan and Notice of Exercise


 






     


     


    

 





ATTACHMENT I


 


OPTION AGREEMENT


 






     


     


    

 





ATTACHMENT II


 


2018 EQUITY INCENTIVE PLAN


 






     


     


    

 





ATTACHMENT III


 


NOTICE OF EXERCISE


 






     


    





 


APPHARVEST, INC.


 


2018 EQUITY INCENTIVE PLAN


 


OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)


 


Pursuant to your Stock
Option Grant Notice (“Grant Notice”) and this Option Agreement, AppHarvest, Inc.
(the “Company”) has granted you an option under its 2018 Equity Incentive Plan (the “Plan”)
to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated
in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date
of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan
will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan
will have the same definitions as in the Plan.


 


The details of your
option, in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.            Vesting.
Your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.


 


2.            Number
of Shares and Exercise Price. The number of shares of Common Stock subject
to your option and your exercise price per share in your Grant Notice will be adjusted for Capitalization Adjustments.


 


3.           Exercise
Restriction for Non-Exempt Employees. If you are an Employee eligible
for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”),
and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six months of
Continuous Service measured from the Date of Grant, even if you have already been an employee for more than six months. Consistent
with the provisions of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such
six month anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option
is not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on
your “retirement” (as defined in the Company’s benefit plans).


 


4.           Exercise
prior to Vesting (“Early Exercise”). If permitted in your
Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to
the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and
(ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option;
provided, however, that:


 


(a)           a
partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment
of unvested shares of Common Stock;


 


(b)            any
shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject to the purchase
option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;


 






    1.


     


    

 


(c)            you
will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in
the same vesting as if no early exercise had occurred; and


 


(d)          if
your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant)
of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable
for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, your option(s) or
portions thereof that exceed such limit (according to the order in which they were granted) will be treated as Nonstatutory Stock
Options.


 


5.          Method
of Payment. You must pay the full amount of the exercise price for the
shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft or money order payable to the Company
or in any other manner permitted by your Grant Notice, which may include one or more of the following:


 


(a)            Provided
that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the
Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.
This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to
cover”.


 


(b)            Provided
that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation)
of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests,
and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion
of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such
shares of Common Stock in a form approved by the Company. You may not exercise your option by delivery to the Company of Common
Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s
stock.


 


(c)           If
this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option
by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay
any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted
form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter
if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered
to you as a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations.


 


6.           Whole
Shares. You may exercise your option only for whole shares of Common Stock.


 


7.           Securities
Law Compliance. In no event may you exercise your option unless the shares
of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined
that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The
exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not
exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations
(including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).


 






    2.


     


    

 


8.           Term.
You may not exercise your option before the Date of Grant or after the expiration of the option’s term. Except as set forth
in your Grant Notice, the term of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the
earliest of the following:


 


(a)           immediately
upon the termination of your Continuous Service for Cause;


 


(b)          three
months after the termination of your Continuous Service for any reason other than Cause, your Disability or your death (except
as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three month period
your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law
Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an
aggregate period of three months after the termination of your Continuous Service; provided further, that if (i) you
are a Non-Exempt Employee, (ii) your Continuous Service terminates within six months after the Date of Grant, and (iii) you
have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until
the earlier of (x) the later of (A) the date that is seven months after the Date of Grant, and (B) the date that
is three months after the termination of your Continuous Service, and (y) the Expiration Date;


 


(c)           12
months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d))
below;


 


(d)          18
months after your death if you die either during your Continuous Service or within three (3) months after your Continuous
Service terminates for any reason other than Cause;


 


(e)           the
Expiration Date indicated in your Grant Notice; or


 


(f)            the
day before the 10th anniversary of the Date of Grant.


 


If your option is an
Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the Date of Grant and ending on the day three months before the date of your option’s
exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company
has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that
your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate
as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three months after
the date your employment with the Company or an Affiliate terminates.


 


9.             Exercise.


 


(a)         You
may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary
of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional
documents as the Company may then require (including, without limitation, any voting agreement or other agreement between
the Company and certain of its stockholders).


 






    3.


     


    

 


(b)           By
exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into
an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason
of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise.


 


(c)          If
your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs
within two years after the Date of Grant or within one year after such shares of Common Stock are transferred upon exercise of
your option.


 


(d)          By
exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for
the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any
shares of Common Stock or other securities of the Company held by you, for a period of 180 days following the effective date
of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the
Company will request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or
similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing
contained in this section will prevent the exercise of a repurchase option, if any, in favor of the Company during the
Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company
or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to
enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock
until the end of such period. You also agree that any transferee of any shares of Common Stock (or other securities) of the
Company held by you will be bound by this Section 9(d). The underwriters of the Company’s stock are intended third
party beneficiaries of this Section 9(d) and will have the right, power and authority to enforce the provisions
hereof as though they were a party hereto.


 


10.        Transferability.
Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.


 


(a)          Certain
Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to
a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state
law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the
Company.


 


(b)            Domestic
Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you
and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as
permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer.
You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic
relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations
order or marital settlement agreement. If this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory
Stock Option as a result of such transfer.


 






    4.


     


    

 


(c)          Beneficiary
Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written
notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises,
designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or
other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your
estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration
resulting from such exercise.


 


11.        Option
not a Service Contract. Your option is not an employment or service contract,
and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ
of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option
will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue
any relationship that you might have as a Director or Consultant for the Company or an Affiliate.


 


12.         Withholding
Obligations.


 


(a)            At
the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by
means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.


 


(b)           If
this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with
any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable
to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount
as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination
of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant
to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of
the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination
is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option.
Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common
Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences
to you arising in connection with such share withholding procedure shall be your sole responsibility.


 


(c)          You
may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation
to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein,
if applicable, unless such obligations are satisfied.


 






    5.


     


    

 


13.         Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other
compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any
of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation.
In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share
specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date
of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is
not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with
an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service
will agree with the valuation as determined by the Board, and you will not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the
Board is less than the “fair market value” as subsequently determined by the Internal Revenue Service.


 


14.         Notices.
Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively
given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States
mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion,
decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent
to participate in the Plan by electronic means. By accepting this option, you consent to receive such documents by electronic delivery
and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company.


 


15.         Governing
Plan Document. Your option is subject to all the provisions of the Plan,
the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and
regulations, which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the
provisions of your option and those of the Plan, the provisions of the Plan will control.


 



    6.


     


    




 






 


APPHARVEST, INC.

NOTICE OF EXERCISE


 


AppHarvest, Inc.


500 Appalachian Way


Morehead, KY 40351


 


Date of Exercise: _______________


 


This constitutes notice
to AppHarvest, Inc. (the “Company”) under my
stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”)
for the price set forth below.


 


	Type of option (check one):	Incentive   ̈	Nonstatutory   ̈
	 	 	 
	Stock option dated:	_______________	_______________
	 	 	 
	Number
    of Shares as to which option is exercised:	_______________	_______________
	 	 	 
	Certificates to be issued in name of:	_______________	_______________
	 	 	 
	Total exercise price:	$______________	$______________
	 	 	 
	Cash
    payment delivered herewith:	$______________	$______________
	 	 	 
	Regulation T Program (cashless exercise1)	$______________	$______________
	 	 	 
	Value of _________ Shares delivered herewith2:	$______________	$______________


 


By this exercise, I
agree (i) to provide such additional documents as you may require pursuant to the terms of the 2018 Equity Incentive Plan,
(ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating
to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing
within 15 days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two
years after the date of grant of this option or within one year after such Shares are issued upon exercise of this option. I further
agree that this Notice of Exercise may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method
and shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 







 






1 Shares must meet the public trading requirements
set forth in the option agreement.


2 Shares must meet the public
trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised,
and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied
by an executed assignment separate from certificate.


 






     


     


    

 


I hereby make the following
certifications and representations with respect to the number of Shares listed above, which are being acquired by me for my own
account upon exercise of the option as set forth above:


 


I acknowledge that
the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities
Act. I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as
permitted under the Securities Act and any applicable state securities laws.


 


I further acknowledge
and agree that, except for such information as required to be delivered to me by the Company pursuant to the option or the Plan
(if any), I will have no right to receive any information from the Company by virtue of the grant of the option or the purchase
of shares of Common Stock through exercise of the option, ownership of such shares of Common Stock, or as a result of my being
a holder of record of stock of the Company. Without limiting the foregoing, to the fullest extent permitted by law, I hereby
waive all inspection rights under Section 220 of the Delaware General Corporation Law and all such similar information and/or
inspection rights that may be provided under the law of any jurisdiction, or any federal, state or foreign regulation, that are,
or may become, applicable to the Company or the Company’s capital stock (the “Inspection Rights”).
I hereby covenant and agree never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer,
or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights.


 


I further acknowledge
that I will not be able to resell the Shares for at least 90 days after the stock of the Company becomes publicly traded (i.e.,
subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701
and that more restrictive conditions apply to affiliates of the Company under Rule 144.


 


I further acknowledge
that all certificates representing any of the Shares subject to the provisions of the option shall have endorsed thereon appropriate
legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Certificate
of Incorporation, Bylaws and/or applicable securities laws.


 


I further agree that,
if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of
the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short
sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as
a sale with respect to any shares of Common Stock or other securities of the Company for a period of 180 days following the effective
date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the
Company shall request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar
rule or regulation) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements
as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary
to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the end of such period.


 


Very truly yours,


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	Name (Please Print)
	 	 
	Address of Record:	 
	 	 
	 	 
	 	 
	Email:	 


 






     


     


    





 


APPHARVEST, INC.


 


EARLY EXERCISE STOCK PURCHASE AGREEMENT


UNDER THE 2018 EQUITY INCENTIVE PLAN


 


This
Agreement is made by and between AppHarvest, Inc., a Delaware
public benefit corporation (the “Company”), and the individual designated on the signature page hereto
as a Purchaser (“Purchaser”).


 


Recitals:


 


A.          Purchaser
holds a stock option dated _______________ to purchase shares of common stock (“Common Stock”) of the
Company (the “Option”) pursuant to the Company’s 2018 Equity Incentive Plan (the “Plan”).


 


B.           The
Option consists of a Stock Option Grant Notice and a Stock Option Agreement.


 


C.           Purchaser
desires to exercise the Option on the terms and conditions contained herein.


 


D.           Purchaser
wishes to take advantage of the early exercise provision of Purchaser’s Option and therefore to enter into this Agreement.


 


The
parties agree as follows:


 


1.            Incorporation
of Plan and Option by Reference. This Agreement is subject to all of the terms and conditions as set forth in
the Plan and the Option. If there is a conflict between the terms of this Agreement and/or the Option and the terms of the Plan,
the terms of the Plan shall control. If there is a conflict between the terms of this Agreement and the terms of the Option, the
terms of the Option shall control. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the
same definitions as in the Plan. Defined terms not explicitly defined in this Agreement or the Plan but defined in the Option shall
have the same definitions as in the Option.


 


2.            Purchase
and Sale of Common Stock.


 


(a)          Agreement
to purchase and sell Common Stock. Purchaser hereby agrees to purchase from the
Company, and the Company hereby agrees to sell to Purchaser, shares of the Common Stock of the Company in accordance with the Notice
of Exercise duly executed by Purchaser and attached hereto as Exhibit A.


 


(b)          Closing.
The closing hereunder, including payment for and delivery of the Common Stock, shall occur at the offices of the Company immediately
following the execution of this Agreement, or at such other time and place as the parties may mutually agree; provided, however,
that if stockholder approval of the Plan is required before the Option may be exercised, then the Option may not be exercised,
and the closing shall be delayed, until such stockholder approval is obtained. If such stockholder approval is not obtained within
the time limit specified in the Plan, then this Agreement shall be null and void.


 






     


     


    

 


3.            Unvested
Share Repurchase Option.


 


(a)            Repurchase
Option. In the event Purchaser’s Continuous Service terminates, then the Company shall have an irrevocable option (the
 “Repurchase Option”) for a period of six months after said termination (or in the case of shares issued
upon exercise of the Option after such date of termination, within six months after the date of the exercise), or such longer period
as may be agreed to by the Company and Purchaser (the “Repurchase Period”), to repurchase from Purchaser
or Purchaser’s personal representative, as the case may be, those shares that Purchaser received pursuant to the exercise
of the Option that have not as yet vested as of such termination date in accordance with the Vesting Schedule indicated on Purchaser’s
Stock Option Grant Notice (the “Unvested Shares”).


 


(b)           Share
Repurchase Price. The Company may repurchase all or any of the Unvested Shares
at the lower of (i) the Fair Market Value of the such shares (as determined under the Plan) on the date of repurchase, or
(ii) the price equal to Purchaser’s Exercise Price for such shares as indicated on Purchaser’s Stock Option Grant
Notice.


 


4.           Exercise
of Repurchase Option. The Repurchase Option shall be exercised by written notice signed by such person as designated
by the Company, and delivered or mailed as provided herein. Such notice shall identify the number of shares of Common Stock to
be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by
the Company within the term of the Repurchase Option set forth above. In addition, the Company shall be deemed to have exercised
the Repurchase Option as of the last day of the Repurchase Period, unless an officer of the Company notifies the holder of the
Unvested Shares during the Repurchase Period in writing (delivered or mailed as provided herein) that the Company expressly declines
to exercise its Repurchase Option for some or all of the Unvested Shares. The Company shall be entitled to pay for any shares of
Common Stock purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness
owing to the Company by Purchaser (including without limitation any Promissory Note given in payment for the Common Stock), or
by a combination of both. Upon exercise of the Repurchase Option and payment of the purchase price in any of the ways described
above, the Company shall become the legal and beneficial owner of the Common Stock being repurchased and all rights and interest
therein or related thereto, and the Company shall have the right to transfer to its own name the Common Stock being repurchased
by the Company, without further action by Purchaser.


 


5.          Capitalization
Adjustments to Common Stock. In the event of a Capitalization Adjustment, then any and all new, substituted or
additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of Common Stock
shall be immediately subject to the Repurchase Option and be included in the word “Common Stock” for all purposes of
the Repurchase Option with the same force and effect as the shares of the Common Stock presently subject to the Repurchase Option,
but only to the extent the Common Stock is, at the time, covered by such Repurchase Option. While the total Option Price shall
remain the same after each such event, the Option Price per share of Common Stock upon exercise of the Repurchase Option shall
be appropriately adjusted.


 


6.            Corporate
Transactions. In the event of a Corporate Transaction, then the Repurchase Option may be assigned by the Company
to the successor of the Company (or such successor’s parent company), if any, in connection with such Corporate Transaction.
To the extent the Repurchase Option remains in effect following such Corporate Transaction, it shall apply to the new capital stock
or other property received in exchange for the Common Stock in consummation of the Corporate Transaction, but only to the extent
the Common Stock was at the time covered by such right. Appropriate adjustments shall be made to the price per share payable upon
exercise of the Repurchase Option to reflect the Corporate Transaction upon the Company’s capital structure; provided,
however, that the aggregate price payable upon exercise of the Repurchase Option shall remain the same.


 






    2. 


     


    

 


7.          Escrow
of Unvested Common Stock. As security for Purchaser’s faithful performance of the terms of this Agreement
and to insure the availability for delivery of Purchaser’s Common Stock upon exercise of the Repurchase Option herein provided
for, Purchaser agrees, at the closing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary’s
designee (“Escrow Agent”), as Escrow Agent in this transaction, three stock assignments duly endorsed
(with date and number of shares blank) in the form attached hereto as Exhibit B, together with a certificate or certificates
evidencing all of the Common Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered
by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit C, attached
hereto and incorporated by this reference, which instructions also shall be delivered to the Escrow Agent at the closing hereunder.


 


8.          Rights
of Purchaser. Subject to the provisions of the Option, Purchaser shall exercise all rights and privileges of
a stockholder of the Company with respect to the shares deposited in escrow. Purchaser shall be deemed to be the holder of the
shares for purposes of receiving any dividends that may be paid with respect to such shares and for purposes of exercising any
voting rights relating to such shares, even if some or all of such shares have not yet vested and been released from the Company’s
Repurchase Option.


 


9.          Limitations
on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser
shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock while the Common
Stock is subject to the Repurchase Option. After any Common Stock has been released from the Repurchase Option, Purchaser shall
not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock except in compliance with
the provisions herein and applicable securities laws. Furthermore, the Common Stock shall be subject to any right of first refusal
in favor of the Company or its assignees or other transfer restrictions that may be contained in the Company’s Bylaws.


 


10.         Restrictive
Legends. All certificates representing the Common Stock shall have endorsed thereon legends in substantially
the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):


 


(a)          “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY. ANY
TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”


 


(b)            “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


(c)            “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S) AS
PROVIDED IN THE BYLAWS OF THE COMPANY AND IN AN AGREEMENT WITH THE COMPANY.”


 


(d)           “THE
SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO THE EXERCISE OF [AN INCENTIVE
STOCK OPTION/ A NONSTATUTORY STOCK OPTION].”


 






    3. 


     


    

 


(e)            “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE COMPANY.”


 


(f)            Any
legend required by appropriate blue sky officials.


 


11.         Investment
Representations. In connection with the purchase of the Common Stock, Purchaser represents to the Company the
following:


 


(a)           Purchaser
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring the Common Stock for investment
for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act.


 


(b)            Purchaser
understands that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.


 


(c)            Purchaser
further acknowledges and understands that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered
under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that
the Company is under no obligation to register the Common Stock. Purchaser understands that the certificate evidencing the Common
Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or
such registration is not required in the opinion of counsel for the Company.


 


(d)            Purchaser
is familiar with the provisions of Rules 144 and 701, under the Securities Act, as in effect from time to time, which, in
substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer
thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt
from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser 90 days
thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision
described in Purchaser’s Stock Option Agreement.


 


(e)            In
the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock
may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other
things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following
the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of
Rule 144), the securities to be sold.


 


(f)            Purchaser
further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make
such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information
requirements of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the Common Stock under
Rule 144 or 701 even if the minimum holding period requirement had been satisfied.


 






    4. 


     


    

 


(g)            Purchaser
further warrants and represents that Purchaser has either (i) preexisting personal or business relationships, with the Company
or any of its officers, directors or controlling persons, or (ii) the capacity to protect his own interests in connection
with the purchase of the Common Stock by virtue of the business or financial expertise of Purchaser or of professional advisors
to Purchaser who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly.
Purchaser further warrants and represents that Purchaser’s purchase the Common Stock was not accomplished by the publication
of any advertisement.


 


12.        Section 83(b) Election.
Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid
for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In
this context, “restriction” includes the right of the Company to buy back the Common Stock pursuant to the Repurchase
Option set forth above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather
than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”)
of the Code with the Internal Revenue Service within 30 days of the date of purchase, a copy of which is included as Exhibit D.
Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the
Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Purchaser understands
that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser
further understands that Purchaser must file an additional copy of such 83(b) Election with his or her federal income tax
return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary
of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder, and does not purport
to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the
applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside,
and the tax consequences of Purchaser’s death. Purchaser assumes all responsibility for filing an 83(b) Election and
paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock.


 


13.         Refusal
to Transfer. The Company shall not be required (a) to transfer on its books any shares of Common Stock of
the Company which shall have been transferred in violation of any of the provisions set forth in this Agreement, or (b) to
treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares
shall have been so transferred.


 


14.       No
Employment Rights. This Agreement is not an employment contract and nothing in this Agreement shall affect in
any manner whatsoever the right or power of the Company or its Affiliates to terminate Purchaser’s employment for any reason
at any time, with or without cause and with or without notice.


 


15.         Miscellaneous.


 


(a)            Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal
delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient,
and if not during normal business hours of the recipient, then on the next business day, (iii) five calendar days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one business day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent to the other party hereto at such party’s address hereinafter set forth on the signature page hereof,
or at such other address as such party may designate by 10 days advance written notice to the other party hereto.


 






    5. 


     


    

 


(b)          Successors
and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions
on transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns. The Company may assign the
Repurchase Option hereunder at any time or from time to time, in whole or in part.


 


(c)          Attorneys’
Fees; Specific Performance. Purchaser shall reimburse the Company for all costs incurred by the Company in enforcing the performance
of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’
fees. It is the intention of the parties that the Company, upon exercise of the Repurchase Option and payment for the shares repurchased,
pursuant to the terms of this Agreement, shall be entitled to receive the Common Stock, in specie, in order to have such
Common Stock available for future issuance without dilution of the holdings of other stockholders. Furthermore, it is expressly
agreed between the parties that money damages are inadequate to compensate the Company for the Common Stock and that the Company
shall, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive
said Common Stock.


 


(d)         Governing
Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties
agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the
district encompassing the Company’s principal place of business.


 


(e)          Further
Execution. The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate
this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection
with or otherwise qualify the issuance of the securities that are the subject of this Agreement.


 


(f)           Independent
Counsel. Purchaser acknowledges that this Agreement has been prepared on behalf of the Company by Cooley LLP,
counsel to the Company and that Cooley LLP does not represent, and is not acting
on behalf of, Purchaser. Purchaser has been provided with an opportunity to consult with Purchaser’s own counsel with respect
to this Agreement.


 


(g)           Entire
Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended,
modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.


 


(h)           Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 


(i)           Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any
electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable
law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and
be valid and effective for all purposes.


 






    6. 


     


    

 


The parties hereto
have executed this Agreement as of _______________.


 


	 	COMPANY:
	 	 
	 	
        AppHarvest, Inc.

         

	 	 
		By:	 
	 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	Email:	 
	 	 
	 	 
	 	PURCHASER:
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	Name (Please Print)
	 	 
	 	 
	 	Email


 


Attachments:


 


	Exhibit A	Notice
of Exercise	 
	Exhibit B	Assignment
Separate from Certificate	 
	Exhibit C	Joint
Escrow Instructions	 
	Exhibit D	Form of
83(b) Election	 



 


[Signature
Page to Early Exercise Stock Purchase Agreement]


 






     


     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 






     


     


    

 


NOTICE OF EXERCISE


 


AppHarvest, Inc.


500 Appalachian Way


Morehead, KY 40351


 


Date of Exercise: _______________


 


This constitutes notice
to AppHarvest, Inc. (the “Company”) under my
stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”)
for the price set forth below.


 


	Type of option (check one):	Incentive   ̈	Nonstatutory   ̈
	 	 	 
	Stock option dated:	_______________	_______________
	 	 	 
	Number of Shares as to which option is exercised:	_______________	_______________
	 	 	 
	Certificates to be issued in name of:	_______________	_______________
	 	 	 
	Total exercise price:	$______________	$______________
	 	 	 
	Cash payment delivered herewith:	$______________	$______________
	 	 	 
	Regulation T Program (cashless exercise1)	$______________	$______________
	 	 	 
	Value of _________ Shares delivered herewith2:	$______________	$______________


 


By this exercise, I
agree (i) to provide such additional documents as you may require pursuant to the terms of the 2018 Equity Incentive Plan,
(ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating
to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing
within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs
within two (2) years after the date of grant of this option or within one (1) year after such Shares are issued upon
exercise of this option.


 





 






1 Shares must meet the public trading requirements
set forth in the option agreement.


2 Shares must meet the public
trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised,
and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied
by an executed assignment separate from certificate.


 






     


     


    

 


I further acknowledge
and agree that, except for such information as required to be delivered to me by the Company pursuant to the option or the Plan
(if any), I will have no right to receive any information from the Company by virtue of the grant of the option or the purchase
of shares of Common Stock through exercise of the option, ownership of such shares of Common Stock, or as a result of my being
a holder of record of stock of the Company. Without limiting the foregoing, to the fullest extent permitted by law, I hereby
waive all inspection rights under Section 220 of the Delaware General Corporation Law and all such similar information and/or
inspection rights that may be provided under the law of any jurisdiction, or any federal, state or foreign regulation, that are,
or may become, applicable to the Company or the Company’s capital stock (the “Inspection Rights”).
I hereby covenant and agree never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer,
or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights.


 


I further agree that,
if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of
the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short
sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as
a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days
following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as
the underwriters or the Company shall request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or
any successor or similar rule or regulation) (the “Lock-Up Period”). I further agree to execute
and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the
foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.


 


Very truly yours,


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	Name (Please Print)
	 	 
	Address of Record:	 
	 	 
	 	 


 






    2. 


     


    





 


EXHIBIT B


 


STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE


 


For
Value Received, the undersigned hereby sells, assigns and transfers unto AppHarvest, Inc.,
a Delaware public benefit corporation (the “Company”), pursuant to the Repurchase Option under that certain
Early Exercise Stock Purchase Agreement, dated [______________], by and between the undersigned and the Company (the “Agreement”)
__________________ shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented
by Certificate No[s] ________________ and does hereby irrevocably constitute and appoint both the Company’s Secretary and
the Company’s attorney, or either of them, to transfer said stock on the books of the Company with full power of substitution
in the premises. This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement,
in connection with the repurchase of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the
extent that such shares remain subject to the Company’s Repurchase Option under the Agreement.


 


	Dated: 	 	 	 
	 	(leave blank)	 	 
	 	 	 	 
	 	 	 	(Signature)
	 	 	 	 
	 	 	 	 
	 	 	 	Name (Please Print)


 


Instruction:
Please do not fill in any blanks other than the signature line. Do not fill in the date line. The
purpose of this Assignment is to enable the Company to exercise its Repurchase Option set forth in the Agreement without requiring
additional signatures on the part of Purchaser.


 



     


     


    




 


EXHIBIT C


 


JOINT ESCROW INSTRUCTIONS


 



     


     


    




 


JOINT ESCROW INSTRUCTIONS


 


________, 20__


 


Secretary

AppHarvest, Inc.

500 Appalachian Way


Morehead, KY 40351


 


Ladies and Gentlemen:


 


As Escrow Agent for both AppHarvest, Inc.,
a Delaware public benefit corporation (“Company”) and the purchaser listed on the signature page hereto
(“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of that certain Early Exercise Stock Purchase Agreement dated as of _______________ (“Agreement”),
to which a copy of these Joint Escrow Instructions is attached as an Exhibit, in accordance with the following instructions:


 


1.         In
the event Company or an assignee shall elect to exercise the Repurchase Option set forth in the Agreement, the Company or its assignee
will give to Purchaser and you a written notice specifying the number of shares of stock to be acquired and the time for a closing
thereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close
the transaction contemplated by such notice in accordance with the terms of said notice.


 


2.         At
the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in
the number of shares being transferred, and (c) to deliver the same, together with the certificate evidencing the shares of
stock to be transferred, to the Company.


 


3.         Purchaser
irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder
and any additions and substitutions to said shares as specified in the Agreement. Purchaser does hereby irrevocably constitute
and appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents
necessary or appropriate to make such securities negotiable and complete any transaction herein contemplated, including but not
limited to any appropriate filing with state or government officials or bank officials. Subject to the provisions of this paragraph
3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.


 


4.         This
escrow shall terminate and the shares of stock held hereunder shall be released in full upon the exercise or expiration in full
of the Repurchase Option, whichever occurs first.


 


5.         If
at the time of termination of this escrow under Section 4 herein you should have in your possession any documents, securities,
or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further
obligations hereunder; provided, however, that if at the time of termination of this escrow you are advised by the Company that
any property subject to this escrow is the subject of a pledge or other security agreement, you shall deliver all such property
to the pledgeholder or other person designated by the Company.


 


6.         Except
as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto.


 



    


     


    




 


7.         You
shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected
in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented
by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent
or as attorney-in-fact for Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done
or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.


 


8.         You
are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or
entity, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders,
judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not
be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding
any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered
without jurisdiction.


 


9.         You
shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver these Joint Escrow Instructions documents or papers deposited or called for hereunder.


 


10.         You
shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions
or any documents deposited with you.


 


11.         Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall resign
by written notice to the Company. In the event of any such termination, the Secretary of the Company shall automatically become
the successor Escrow Agent unless the Company shall appoint another successor Escrow Agent, and Purchaser hereby confirms the appointment
of such successor as Purchaser’s attorney-in-fact and agent to the full extent of your appointment.


 


12.         If
you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.


 


13.        It
is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of
the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone
all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties
concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and
no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.


 


14.         All
notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient,
and if not during normal business hours of the recipient, then on the next business day, (c) five (5) calendar days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business
day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent to the other party hereto at such party’s address set forth below, or at such other address
as such party may designate by ten (10) days advance written notice to the other party hereto.


 



    2.


     


    




 


	 	Company:	AppHarvest, Inc.	 
	 	 	 	 
	 	 	
        500 Appalachian Way
        
	 
	 	 	Morehead, KY 40351	 
	 	 	Attn: Chief Executive
    Officer	 
	 	 	 	 
	 	Purchaser:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Escrow Agent:	AppHarvest, Inc.	 
	 	 	
        500 Appalachian Way
	 
	 	 	Morehead, KY 40351	 
	 	 	Attn:
    Secretary	 


 


15.            By
signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you
do not become a party to the Agreement.


 


16.            You
shall be entitled to employ such legal counsel and other experts (including, without limitation, the firm of Cooley LLP)
as you may deem necessary properly to advise you in connection with your obligations hereunder. You may rely upon the advice of
such counsel, and you may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated
by such legal counsel in connection with your obligations hereunder.


 


17.            This
instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
It is understood and agreed that references to “you” and “your” herein refer to the original Escrow Agents
and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign
its rights under the Agreement and these Joint Escrow Instructions in whole or in part.


 


[Remainder of page intentionally
left blank]


 



    3.


     


    




 







18.            These
Joint Escrow Instructions shall be governed by and interpreted and determined in accordance with the laws of the State of Delaware,
as such laws are applied by Delaware courts to contracts made and to be performed entirely in Delaware by residents of that state.
The parties hereby expressly consent to the personal jurisdiction of the state and federal courts located in the county in which
the Company has its principal offices for any lawsuit arising from or related to this Agreement.


 


Very truly yours,


 


	 	COMPANY:
	 	 
	 	
        AppHarvest, Inc.

         

	 	 
	 	By:	 
	 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	PURCHASER:
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	Name (Please Print)


 


Escrow
Agent:


 


 


	Jonathan Michael Webb, Secretary	 




 


[SIGNATURE PAGE
TO JOINT ESCROW INSTRUCTIONS]


 









     


     


    




 


Exhibit D


 


83(b) Election


 



     


     


    




 





[This
Form is designed for Individual purchasers. Corporate or Trust purchasers should contact their Tax Professional to review
before submitting.]


Instructions
for Filing Section 83(b) Election


 


Attached is a form
of election under Section 83(b) of the Internal Revenue Code and an accompanying IRS cover letter. Please fill in your
[social security number][taxpayer identification number] and sign the election and cover letter, then proceed as follows:


 


		(a)	Make three copies of the completed election form and one copy of the IRS cover letter.



 


		(b)	Send
                                         the original signed election form and cover letter, the copy of the cover
                                         letter, and a self-addressed stamped return envelope to the Internal Revenue Service
                                         Center where you would otherwise file your tax return3.
                                         Even if an address for an Internal Revenue Service Center is already included in the
                                         forms below, it is your obligation to verify such address. This can be done by searching
                                         for the term “where to file” on www.irs.gov or by calling 1 (800)
                                         829-1040.



 


Sending the election via certified
mail, requesting a return receipt, with the certified mail number written on the cover letter is also recommended.


 


		(c)	Deliver one copy of the completed election form to the Company.



 


		(d)	Applicable state law may require that you attach a copy of the completed election form to your
201[_] state personal income tax return(s) when you file it for the year (assuming
you file a state personal income tax return).4



 


Please consult your personal
tax advisor(s) to determine whether or not a copy of this Section 83(b) election should be filed with your state
personal income tax return(s).


 


		(e)	Retain one copy of the completed election form for your personal permanent records.



 


Note: An additional copy of the
completed election form must be delivered to the transferee (recipient) of the property if the service provider and the transferee
are not the same person.


 


 






3
Note: Per Treasury Regulation § 1.83-2(c), the Section 83(b) election must be filed with the IRS
office where the person otherwise files his or her tax return. As of October 2016, if you live in a foreign country or are a dual
status alien (foreigners that will have lived both in their home country and the United States during the year in which they make
the election) you should send the 83(b) election to Austin, TX 73301-0215. You can verify this is still the correct address at:
http://www.irs.gov/uac/Where-to-File-Addresses-for--Taxpayers-and--Tax-Professionals-Filing-Form-1040.


4
Note: Pursuant to Treasury Regulations finalized in July 2016 (Treas. Reg. § 1.83-2(c); T.D. 9779), taxpayers
are no longer required to submit a copy of a Code Sec. 83(b) election with their federal personal income tax
returns for the year in which the property subject to the election was transferred. However, you are strongly encouraged to
retain a copy of the completed election form and the IRS filed-stamped copy of your cover letter along with a copy of the
federal personal income tax return for the year in which the property subject to the election was transferred for your
personal permanent records in case you ever need to demonstrate proper and timely filing (a common requirement imposed by
acquirers in M&A transactions).



 



     


     


    




 


Please note that the election must
be filed with the IRS within 30 days of the date of your restricted stock grant. Failure to file within that time will render the
election void and you may recognize ordinary taxable income as your vesting restrictions lapse. The Company and its counsel cannot
assume responsibility for failure to file the election in a timely manner under any circumstances.


 



     


     


    




 


Section 83(b) Election


 


____________, 201_


 


Department of the Treasury


Internal Revenue Service


[City,
State Zip]5[Austin,
TX 73301-0215


USA]6


 


		Re:	Election Under Section 83(b)



 


Ladies and Gentlemen:


 


The undersigned taxpayer hereby elects,
pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation
for services the excess (if any) of the fair market value of the shares described below over the amount paid for those shares.
The following information is supplied in accordance with Treasury Regulation § 1.83-2:


 


		1.	The name, [social security number][taxpayer identification number], address of the undersigned,
and the taxable year for which this election is being made are:



 


		 	Name:	 	 








		 	[Social Security Number][Tax Identification Number]:    	 	   7
	 	 	 	 	 






		 	Address:	 	 
	 	 	 	 	 






Taxable year: Calendar year 201_.8


 


		2.	The property that is the subject of this election: [#]
shares of common stock of [Company],
a [State]
corporation (the “Company”).



 


		3.	The property was transferred on: [•],
201_.



 


 






5
Note: Per Treasury Regulation § 1.83-2(c), the Section 83(b) election must be filed with the IRS
office where the person otherwise files his or her tax return. Assuming these are individual taxpayers who would file a Form 1040,
see http://www.irs.gov/uac/Where-to-File-Addresses-for--Taxpayers-and--Tax-Professionals-Filing-Form-1040. Use the address
in the row which includes the state in which the service provider lives and in the column entitled “And you ARE NOT
enclosing a payment”.


6
Note: Per Treasury Regulation § 1.83-2(c), the Section 83(b) election must be filed with the IRS
office where the person otherwise files his or her tax return. As of October 2016, if you live in a foreign country or are a dual
status alien (foreigners that will have lived both in their home country and the United States during the year in which they make
the election) you should send the 83(b) election to Austin, TX 73301-0215. You can verify this is still the correct address at:
http://www.irs.gov/uac/Where-to-File-Addresses-for--Taxpayers-and--Tax-Professionals-Filing-Form-1040.


7
Note: If you do not have a taxpayer ID number (TIN), put “None –non-US taxpayer”
and include in the cover letter to the IRS a statement explaining that the Section 83(b) election is being filed because the individual
may become a US taxpayer before the stock vests. If the individual is applying for a TIN, instead include “applied for”
and enclose a copy of the W-7 application. Note that there may be important factors to consider before applying for a TIN, including
immigration status, etc.


8
Note: If an entity is the service provider, instead use “Fiscal year ending ___.”



 



     


     


    




 


		4.	The property is subject
to the following restrictions: Some or all of the shares are subject to forfeiture or repurchase at less than their
fair market value if the undersigned does not continue to provide services for the Company for a designated period of time. The
risk of forfeiture or repurchase lapses over a specified vesting period.



 


		5.	The fair market value of the property at the time of transfer (determined without regard to
any restriction other than a nonlapse restriction as defined in Treasury Regulation § 1.83-3(h)): $[•]
per share x [#] shares = $[•].



 


		6.	For the property transferred, the undersigned paid: $[•]
per share x [#] shares = $[•].



 


		7.	The amount to include in gross income is: $[•].9



 


The undersigned taxpayer will file this
election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than
30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services
were performed and the transferee of the property. Additionally, the undersigned will include a copy of the election with his or
her income tax return for the taxable year in which the property is transferred. The undersigned is the person performing the services
in connection with which the property was transferred.


 





	 	Very truly yours,
	 	 
	 	[Name]



 


 






9 Note: This should equal the amount
in Item 5 minus the amount in Item 6, and in many cases will be $0.00.


 



     


     


    







 


RETURN SERVICE REQUESTED


 


Department of the Treasury


Internal Revenue Service


[City,
State, ZIP][Austin,
TX 73301-0215


USA]


 


		Re:	Election Under Section 83(b) of the Internal Revenue Code



 


Dear Sir or Madam:


 


Enclosed please find
an executed form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, filed with respect
to an interest in AppHarvest, Inc.


 


[Please note, the undersigned
does not currently have a Tax Identification Number because the undersigned is not a U.S. taxpayer, but may become a U.S. resident
before the stock vests. ]


 


Also enclosed is a
copy of the signed form of election under Section 83(b). Please acknowledge receipt of these materials by marking the copy
when received and returning it in the enclosed stamped, self-addressed envelope.


 


Thank you very much for
your assistance.


 


	 	Very truly yours,
	 	 
	 	[Name]





 


Enclosures