Exhibit 10.2


 


 


[●],
2021


 


Novus Capital Corporation II 


8556 Oakmont Lane 


Indianapolis, IN 46260 


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


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 of $11.50 per share, subject to
adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and
prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the
 “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, NCCII Co-Invest LLC (“NCCII”)
and the individuals and entities identified on the signature pages hereto as a Founder (each such individual person or entity
and NCCII, a “Founder” and collectively, the “Founders”), Novus Capital Associates,
LLC (“NCA”) and the other undersigned persons (each such other undersigned persons, an “Insider”
and collectively, the “Insiders”), each hereby agrees, severally but not jointly, with the Company as
follows:


 


1.   Each
Founder, NCA and each Insider agree that if the Company seeks stockholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor
of any proposed Business Combination (including any proposals recommended by the Company’s Board of Directors in connection
with such Business Combination) and (ii) not redeem any Shares owned by it, him or her in connection with such stockholder
approval.


 






     

     


    

 


2.   Each
Founder, NCA and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, each Founder, NCA and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of
the shares of Class A Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,
dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors
and the other requirements of applicable law. Each Founder, NCA and each Insider agree to not propose any amendment to the Company’s
amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares
if the Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering or (B) with
respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the
Company provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such amendment
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding Offering Shares.


 


Each Founder, NCA and each Insider acknowledge
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares and Private Placement Shares
held by it. Each Founder, NCA and each Insider hereby further waive, with respect to any Shares held by it, him or her, if any,
any redemption rights it, he or she may have in connection with (x) the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the
context of a tender offer made by the Company to purchase shares of Class A Common Stock and (y) a stockholder vote to
approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance
or timing of the Company’s obligation to allow redemptions in connection with the Company’s initial Business Combination
or to redeem 100% of the Offering Shares if the Company has not consummated its initial Business Combination within 24 months from
the closing of the Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity (although the Founders and NCA and the Insiders shall be entitled to redemption and liquidation rights
with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within 24 months
from the date of the closing of the Public Offering).


 


3.   Without limiting NCCII’s obligations under paragraph
7 hereof, during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date,
NCCII shall not sell, transfer, assign, pledge or hypothecate any of its Founder Shares or Private Placement Warrants or any shares
of Class A Common Stock issuable upon the conversion or exercise of the Private Placement Warrants (the “Underlying
Shares”), or subject any of such securities to any hedging, short sale, derivative, put, or call transaction that
would result in the effective economic disposition of such securities, except as provided in FINRA Rule 5110(g)(2), which such
restrictions shall not be subject to release or waiver, with or without the consent of the Representative, during the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date. Notwithstanding the provisions set forth
in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement and ending 180
days after such date, each Founder, NCA and each Insider shall not, without the prior written consent of the Representative, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit
to, the Commission a registration statement under the Securities Act of 1933, as amended (the “Securities Act”),
relating to any Units, shares of Class A Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable,
or exchangeable for, any Units, shares of Class A Common Stock, Founder Shares, or Warrants, or publicly disclose the intention
to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of
the economic consequences of ownership of any Units, shares of Class A Common Stock, Founder Shares, or Warrants or any such other
securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of units or such other
securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or
(ii). Each Founder, NCA and each Insider acknowledges and agrees that, prior to the effective date of any release or waiver of
the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company may announce the impending release or waiver by
press release through a major news service at least two business days before the effective date of the release or waiver. The provisions
of this paragraph will not apply to any transfer permitted under paragraph 7(c) hereof or if (i) the release or waiver is effected
solely to permit a transfer of securities that is not for consideration and (ii) the transferee has agreed in writing to be bound
by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the
time of the transfer.


 


4.   In the event of
the liquidation of the Trust Account, V Donargo LLC agrees to indemnify and hold harmless the Company against any and all
loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any
claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party (other than
the Company’s independent registered public accounting firm) for services rendered or products sold to the Company or
(ii) a prospective target business with which the Company has discussed entering into a transaction agreement (a
 “Target”); provided, however, that such indemnification of the Company by V Donargo
LLC shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than
the Company’s independent registered public accounting firm) or products sold to the Company or a Target do not reduce
the amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per
Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the
value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest
which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to
seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against
certain liabilities, including liabilities under the Securities Act. In the event that any such executed
waiver is deemed to be unenforceable against such third party, V Donargo LLC  shall not be responsible to the extent of any
liability for such third-party claims. V Donargo LLC shall have the right to defend against any such claim with counsel of
its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to
V Donargo LLC, V Donargo LLC notifies the Company in writing that it shall undertake such defense.


 






    	 	2	 



     


    




 


5.   (a) To the
extent that the Underwriters do not exercise their option to purchase up to an additional 3,750,000 Units within 45 days from
the date of the Prospectus (and as further described in the Prospectus), each Founder agrees that it shall forfeit, at no
cost, a number of Founder Shares equal to 937,500, multiplied by (i) a fraction, (x) the numerator of which is 3,750,000
minus the number of Units purchased by the Underwriters upon the exercise of their option to purchase additional Units and
(y) the denominator of which is 3,750,000, multiplied by (ii) a fraction (x) the numerator of which is the
number of Founder shares purchased by it, her or him and (y) the denominator of which is the aggregate number of Founder
Shares held by all Founders. All references in this Letter Agreement to Founder Shares of the Company being forfeited shall
take effect as a contribution of such Founder Shares to the Company’s capital as a matter of Delaware law. The
forfeiture will be adjusted on a pro rata basis among each Founder to the extent that the option to purchase additional Units
is not exercised in full by the Underwriters so that the number of Founder Shares will equal an aggregate of 20.0% of the
Company’s issued and outstanding Shares after the Public Offering (not including the Private Placement Shares). The
Initial Stockholders further agree that to the extent that the size of the Public Offering is increased or decreased, the
Company will effect a capitalization or stock repurchase or redemption, as applicable, immediately prior to the consummation
of the Public Offering in such amount as to maintain the number of Founder Shares at 20.0% of the Company’s issued and
outstanding Shares upon the consummation of the Public Offering (not including the Private Placement Shares). In connection
with such increase or decrease in the size of the Public Offering, then (A) the references to 3,750,000 and 937,500 in
the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to
15.0% of the number of shares of Class A Common Stock included in the Units issued in the Public Offering and 15% of the
aggregate number of Founder Shares respectively.


 


6.   Each
Founder, NCA and each Insider hereby agree and acknowledge that: (i) the Underwriters and the Company would be
irreparably injured in the event of a breach by such Founder, NCA or Insider of its, his or her obligations under paragraphs
1, 2, 3, 4, 5, 7(a), 7(b) and 9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such
breach and (iii) the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedy
that such party may have in law or in equity, in the event of such breach.


 


7.   (a) Each
Founder, NCA and each Insider agree that it, he or she shall not Transfer (as defined below) any Founder Shares (or shares of Class A
Common Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s
initial Business Combination and (B) subsequent to the Business Combination, (x) the date on which the Company completes
a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property or (y) if the last reported
sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the
Company’s initial Business Combination (the “Founder Shares Lock-Up Period”).


 






    	 	3	 



     


    




 


(b) Each Founder, NCA and each
Insider agree that it, he or she shall not Transfer any Private Placement Warrants or Underlying Shares until 30 days after
the completion of a Business Combination (the “Private Placement Units Lock-Up Period”, together
with the Founder Shares Lock-Up Period, the “Lock-Up Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, the Private Placement Warrants and the
Underlying Shares or the Founder Shares and that are held by any Founder, NCA or any Insider or any of their permitted transferees
(that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates
or family members of any of the Company’s officers or directors, any members of the Founders, or any affiliates of the Founders,
(b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary
of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with the consummation of the Company’s Business Combination at prices no greater than the price at which the securities were
originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s completion of an initial
Business Combination; (g) by virtue of the laws of Delaware or NCA or any Founder’s limited liability company, partnership
or trust agreement, as amended, or other organizational documents upon dissolution of NCA or a Founder; or (h) in the event
of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results
in all of the Public Stockholders having the right to exchange their Class A Common Stock for cash, securities or other property
subsequent to the Company’s completion of an initial Business Combination; provided, however, that in the case
of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing to be
bound by the transfer restrictions and other applicable restrictions in this Letter Agreement.


 


8.   Each
Founder, NCA and each Insider represent and warrant that it, he or she has never been suspended or expelled from membership in
any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company, if any (including any such information included
in the Prospectus), is true and accurate in all respects and does not omit any material information with respect to such Insider’s
background. Each Founder, NCA and each Insider’s questionnaire furnished to the Company, if any, is true and accurate in
all respects. Each Founder, NCA and each Insider represent and warrant that: it is not subject to or a respondent in any legal
action for, any injunction, cease-and- desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction; it has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and it is not currently a defendant in any such criminal proceeding.


 






    	 	4	 



     


    




 


9.   Except
as disclosed in, or as expressly contemplated by, the Prospectus, neither any Founder, NCA nor any Insider nor any affiliate of
any Founder, NCA or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s
fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection
with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless
of the type of transaction that it is).


 


10. Each
Founder, NCA and each Insider have full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents
to being named in the Prospectus as an officer and/or a director of the Company.


 


11. Each Founder, NCA and each Insider acknowledges that he, she
or it may, from time to time, receive material non-public information relating to the Company, including with respect to proposed
transactions, and is cautioned not to trade in the Company’s securities while in possession of non-public information relating
to the Company.


 


12. As used herein,
(i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses;
(ii) “Shares” shall mean, collectively, the Class A Common Stock, the Founder Shares and
the Underlying Shares; (iii) “Founder Shares” shall mean the 7,187,500 shares of Class B
common stock, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public
Offering; (iv) “Initial Stockholders” shall mean the Founders, NCA and any Insider that holds
Founder Shares; (v) “Private Placement Warrants” shall mean the 4,666,666 warrants of the
Company (or 5,166,666 warrants if the over-allotment option is exercised in full) that the Founders have agreed to purchase
for an aggregate purchase price of $7,000,000 in the aggregate (or $7,750,000 if the over-allotment option is exercised in
full), or $1.50 per warrant, in a private placement that shall occur substantially concurrently with the consummation of the
Public Offering; (vii) “Public Stockholders” shall mean the holders of securities issued in
the Public Offering; (viii) “Trust Account” shall mean the trust fund into which a portion of
the net proceeds of the Public Offering shall be deposited; and (ix) “Transfer” shall mean the
(a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to
purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put
equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to
effect any transaction specified in clause (a) or (b) herein.


 


13. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by (1) each Insider and each Founder that is the subject of any such change, amendment modification
or waiver and (2) the Company.


 






    	 	5	 



     


    

 


14. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on each Founder, NCA and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the
sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and
permitted transferees; provided, however, that the Underwriters shall benefit from the provisions set
forth in paragraph 3, which such paragraphs shall not be amended or modified without the written consent of the
Representative.


 


16. This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


17. This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such
jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.


 


19. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile or other electronic transmission.


 


20. Each
party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to
this Letter Agreement, and no party shall be liable or responsible for the obligations of another party, including, without limitation,
indemnification obligations and notice obligations.


 


21. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-Up Periods and (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public
Offering is not consummated and closed by                                 ; provided further that paragraph 4 of this Letter Agreement shall
survive such liquidation.


 


[Signature Page Follows]


 






    	 	6	 



     


    

 








	 	
        Sincerely,

	 	 
	 	FOUNDERS:
	 	 
	 	NCCII Co-Invest LLC



  


		By: 	 






	 	 	Name:
	 	 	Title:




 


	 	
	 	[•]
	 	 
	 	
	 	[•]
	 	 
	 	
	 	[•]
	 	 
	 	
	 	[•]
	 	 
	 	
	 	[•]
	 	 
	 	
	 	[•]
	 	 
	 	
	 	[•]
	 	 
	 	
	 	[•]
	 	 
	 	NCA:
	 	 
	 	NOVUS CAPITAL ASSOCIATES, LLC



 


	 	By: 	 






	 	 	Name:
	 	 	Title:



 


	 	INSIDERS:
	 	 
	 	
	 	[•]

	 	 
	 	
	 	[•]



 


[Signature Page To Letter Agreement]


 






    


     


    

 







	 	
	 	[•]



 


	
        Acknowledge and Agreed:

         

        NOVUS CAPITAL CORPORATION II
	 


 





	By: 	 	 






	 	Name:	 
	 	Title:	 



  


[Signature Page To Letter Agreement]