Exhibit 10.3


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this [__] day of [________] 2021, by and between Novus Capital Corporation
II, a Delaware corporation (the “Issuer”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS, concurrently with
the execution and delivery of this Subscription Agreement, the Issuer is entering into that certain Business Combination Agreement and
Plan of Reorganization, dated as of the date of this Subscription Agreement (as may be amended or supplemented from time to time, the
 “Combination Agreement”), among the Issuer, NCCII Merger Corp., a Delaware corporation and a wholly owned subsidiary
of the Issuer (“Merger Sub”), and Energy Vault, Inc. (“EV”), a Delaware corporation, pursuant to which
the Issuer will acquire EV, on the terms and subject to the conditions set forth therein (the “Transaction”);


 


WHEREAS, in connection with
the Transaction, on the terms and subject to the conditions set forth in this Subscription Agreement, Subscriber desires to subscribe
for and purchase from the Issuer the number of shares of the Issuer’s Class A common stock, par value $0.0001 per share (the
 “Shares”), set forth on the signature page hereto (the “Acquired Shares”) for a purchase price
of $10.00 per share (the “Share Purchase Price”), or the aggregate purchase price (which shall be the Share Purchase
Price multiplied by the number of Shares purchased) set forth on the signature page hereto (the “Purchase Price”),
and the Issuer desires to issue and sell to Subscriber the Acquired Shares in consideration of the payment of the Purchase Price by or
on behalf of Subscriber to the Issuer at or prior to the Closing Date (as defined herein); and


 


WHEREAS, in connection with
the Transaction, certain other “qualified institutional buyers” (as such term is defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”)) and “accredited investors” (as such term is defined under
Rule 501 under the Securities Act, and each such “qualified institutional buyer” or institutional “accredited investor”,
an “Other Subscriber”), have entered into subscription agreements with the Issuer substantially similar to this Subscription
Agreement, pursuant to which such Other Subscribers have agreed to subscribe for and purchase, and the Issuer has agreed to issue and
sell to such Other Subscribers, on the Closing Date, Shares at the Share Purchase Price (the “Other Subscription Agreements”).
For the avoidance of doubt, the Subscriber and all Other Subscribers will purchase Shares at the same Share Purchase Price.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.            Subscription.
Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue
and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance, the “Subscription”).


 






     


     


    

 


2.            Closing.


 


a.            Subject
to the satisfaction or waiver of the conditions set forth in Section 2(c), the closing of the Subscription contemplated hereby
(the “Closing”) shall occur on the date of, and at a time immediately prior to, the closing of the Transaction (such
date, the “Closing Date”). Not less than five (5) business days prior to the Closing Date, the Issuer shall provide
written notice to Subscriber (the “Closing Notice”) of the Closing Date.


 


b.            Subject
to the satisfaction or waiver of the conditions set forth in Section 2(c) (other than those conditions that by their
nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing) and
to the receipt of the Closing Notice:


 


(i)             Subscriber
shall deliver to the Issuer no later than two (2) business days prior to the Closing Date the Purchase Price for the Acquired Shares
by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, with such
funds to be held by the Issuer in escrow until, and subject to, the Closing; and


 


(ii)            On
the Closing Date, the Issuer shall (x) issue the Acquired Shares to the Subscriber and cause the Issuer’s transfer agent to
register the Acquired Shares in book entry form on the Issuer’s register, free and clear of any liens or other restrictions whatsoever
(other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery
instructions) or to a nominee designated by Subscriber, as applicable, and (y) deliver to the Subscriber evidence from the Issuer’s
transfer agent of the issuance of such Acquired Shares to Subscriber in book entry form on and as of the Closing Date. Each book entry
for the Acquired Shares shall contain a notation in substantially the following form:


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.


 


c.            The
Closing shall be subject to the satisfaction on the Closing Date, or the waiver by each of the parties hereto, of each of the following
conditions:


 


(i)             no
suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or, to the Issuer’s
knowledge, threatening of any proceedings for any of such purposes, shall have occurred;


 


(ii)            all
representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all
material respects (other than representations and warranties that are qualified as to materiality, or Material Adverse Effect or Subscriber
Material Adverse Effect (as each term is defined herein), which representations and warranties shall be true in all respects) at and as
of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of
the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date (other
than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects
as of such earlier date);


 






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(iii)           the
Issuer and Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the
failure of such performance, satisfaction or compliance would not or would not reasonably be expected to prevent, materially delay, or
materially impair the ability of the Issuer or the Subscriber to consummate the Closing;


 


(iv)           no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated
hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority
shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition;


 


(v)            no
amendment, modification or waiver of the Combination Agreement (as the same exists on the date of this Subscription Agreement) shall have
occurred that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect
to receive under this Subscription Agreement, including, without limitation, any material amendment or waiver of any representation or
covenant of the Issuer or EV relating to the financial position or outstanding indebtedness of the Issuer or EV;


 


(vi)           no
Novus Material Adverse Effect (as defined in the Combination Agreement) or Company Material Adverse Effect (as defined in the Combination
Agreement) shall have occurred and be continuing on the Closing Date;


 


(vii)          all
conditions precedent to the closing of the Transaction set forth in the Combination Agreement, including all necessary approvals of the
Issuer’s stockholders and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions that may
only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction);


 


(viii)         there
shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits the investors thereunder
unless the Subscriber has been offered substantially the same benefits; and


 


(ix)            if
requested by Subscriber, the Issuer shall have issued a statement to such Subscriber, in form and substance as described in Treasury Regulation
Sections 1.897-2(h)(1) and 1.1445-2(c) (or any successor regulations) and signed under penalties of perjury, regarding whether
any interest in the Issuer constitutes a “U.S. real property interest” within the meaning of Section 897(c) of the
Code, together with an executed notice to the Internal Revenue Service described in Treasury Regulations Section 1.897-2(h)(2) (or
any successor regulation).


 


d.            At
the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably
may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.


 






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e.            In
the event the Transaction does not occur within four (4) business days of the Closing, the Issuer shall promptly (but not later than
two (2) business days thereafter) return the Purchase Price to Subscriber, and any book entries shall be deemed cancelled. For purposes
of this Subscription Agreement, “business day” means any day other than a Sunday or a day on which the Federal Reserve Bank
of New York is closed.


 


3.            Issuer
Representations and Warranties. The Issuer represents and warrants that:


 


a.            The
Issuer has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of the State of Delaware,
with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter
into, deliver and perform its obligations under this Subscription Agreement.


 


b.            The
Acquired Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Acquired Shares in
accordance with the terms of this Subscription Agreement and registered with the Issuer’s transfer agent, the Acquired Shares will
be validly issued, fully paid and non-assessable, free and clear of any liens or other restrictions whatsoever (other than those arising
under state or federal securities laws), and will not have been issued in violation of or subject to any preemptive or similar rights
created under the Issuer’s certificate of incorporation and bylaws or under the laws of the State of Delaware.


 


c.            This
Subscription Agreement, the Other Subscription Agreements and the Combination Agreement (collectively, the “Transaction Documents”)
have been duly authorized, executed and delivered by the Issuer, constitute the valid and legally binding obligations of the Issuer, and
are enforceable against the Issuer in accordance with their respective terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other laws relating to or affecting the rights of
creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


d.            The
execution and delivery by the Issuer of the Transaction Documents, and the performance by the Issuer of its obligations under the Transaction
Documents, including the issuance and sale of the Acquired Shares and the consummation of the other transactions contemplated herein,
do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant
to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which
the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject, which would
reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition,
stockholders’ equity or results of operations of the Issuer or materially affect the validity of the Acquired Shares or the legal
authority of the Issuer to comply in all material respects with the terms of this Subscription Agreement or the Issuer’s ability
to consummate the transactions contemplated hereby (including the issuance and sale of the Acquired Shares or the Transaction (a “Material
Adverse Effect”); (ii) the organizational documents of the Issuer; or (iii) any statute or any judgment, order, rule or
regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the
Issuer or any of its properties that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
or materially affect the validity of the Acquired Shares, the Issuer’s ability to consummate the transactions contemplated hereby,
including the sale and issuance of the Acquired Shares, or the legal authority of the Issuer to comply in all material respects with
this Subscription Agreement.


 






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e.            There
are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will
be triggered by the issuance of (i) the Acquired Shares, (ii) the Shares to be issued pursuant to any Other Subscription Agreement,
or (iii) the Shares to be issued pursuant to the Transaction, in each case, that have not been or will not be validly waived on or
prior to the Closing Date.


 


f.            The
Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default
or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party
or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except,
in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


g.           The
Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance by the Issuer of this Subscription Agreement or the Transaction (including, without limitation,
the issuance of the Acquired Shares), other than (i) the filing with the Securities and Exchange Commission (the “Commission”)
of the Registration Statement (as defined below), (ii) approval of the Issuer’s stockholders to increase the authorized shares
of the Issuer’s common stock and the filing of an amended and restated certificate of incorporation authorizing a sufficient number
of authorized shares of Issuer’s common stock to issue the Acquired Shares and Shares purchased by the Other Subscribers pursuant
to the Other Subscription Agreements; (iii) filings required by applicable state securities laws, (iv) the filings required
in accordance with Section 9(p), (v) those required by the New York Stock Exchange (“NYSE”), including with
respect to obtaining stockholder approval, and (vi) any filing, the failure of which to obtain would not be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal
authority of the Issuer to comply in all material respects with this Subscription Agreement.


 


h.            The
Acquired Shares are not, and following the Closing and the closing of the Transaction will not be, subject to any Transfer Restriction.
The term “Transfer Restriction” means any condition to or restriction on the ability of the Subscriber to pledge, sell, assign
or otherwise transfer the Acquired Shares under any organizational document, policy or agreement of, by or with the Issuer, and, for the
avoidance of doubt, do not include the restrictions on transfer described in paragraph 4(e) of this Subscription Agreement with respect
to the status of the Acquired Shares as “restricted securities” pending their registration for resale under the Securities
Act in accordance with the terms of this Subscription Agreement.


 






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i.             The
authorized capital stock of the Issuer consists of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
Stock”); (ii) 60,000,000 Shares and (iii) 10,000,000 shares of Class B common stock, par value $0.0001 per share
(“Class B Shares”), and as of the date hereof and as of immediately prior to the Closing: (i) no shares of
Preferred Stock are issued and outstanding; (ii) 28,750,000 Shares are issued and outstanding and (iii) 7,187,500 Class B
Shares are issued and outstanding (10% of such shares will be forfeited in connection with the closing of the Transaction) and (iv) 5,166,666
warrants, each entitling the holder thereof to purchase one Share at an exercise price of $11.50 per Share, are outstanding. All (i) issued
and outstanding Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to nor were
issued in violation of any preemptive rights and (ii) outstanding warrants have been duly authorized and validly issued, are fully
paid and are not subject to nor were issued in violation of any preemptive rights. Except as set forth above and pursuant to (i) the
Other Subscription Agreements, or (ii) the Combination Agreement (including the exhibits and schedules thereto), there are no outstanding
options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any Shares or other equity interests in the Issuer
(collectively, “Equity Interests”) or securities convertible into or exchangeable or exercisable for Equity Interests.
The Issuer has no subsidiaries other than Merger Sub and does not own, directly or indirectly, interests or investments (whether equity
or debt) in any person, whether incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements
or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other
than (A) as disclosed in the SEC Documents (as defined below) and (B) as contemplated by the Combination Agreement.


 


j.             The
Issuer is in compliance with all applicable laws and has not received any written communication from a governmental entity that alleges
that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default
or violation would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 


k.            The
issued and outstanding Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and are listed for trading on NYSE. There is no suit, action, proceeding or investigation pending
or, to the knowledge of the Issuer, threatened against the Issuer by NYSE or the Commission with respect to any intention by such entity
to deregister the Shares or prohibit or terminate the listing of the Shares on the NYSE. The Issuer has taken no action that is designed
to terminate or is reasonably expected to result in the termination of the registration of the Shares under the Exchange Act or the listing
of the Shares on NYSE and is in compliance in all material respects with the listing requirements of the NYSE.


 


l.             Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities
Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription
Agreement, and the Acquired Shares are not being offered in a manner involving a public offering under, or in a distribution in violation
of, the Securities Act or any state securities laws.


 






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m.           Neither
the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares.


 


n.           The
Issuer has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection with such
Other Subscriber’s or other investor’s direct or indirect investment in the Issuer other than (i) the Combination Agreement
and (ii) the Other Subscription Agreements. The Other Subscription Agreements have not been amended in any material respect following
the date of this Subscription Agreement and reflect the same Share Purchase Price and terms that are no more favorable to any such Other
Subscriber thereunder than the terms of this Subscription Agreement.


 


o.           The
Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a copy of each form, report, statement, schedule,
prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since its initial registration
of the Shares (the “SEC Documents”), which SEC Documents, as of their respective filing dates, complied in all material
respects with the requirements of the Securities Act and Exchange Act applicable to the SEC Documents and the rules and regulations
of the Commission promulgated thereunder applicable to the SEC Documents. Except with respect to the accounting treatment of the Issuer’s
warrants in the form 8-K filed with the Commission on February 12, 2021, none of the SEC Documents (except to the extent that information
contained in any SEC Document has been superseded by a later timely filed SEC Document) contained, when filed any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading; provided, that, with respect to the proxy statement to be filed
by the Issuer with respect to the Transaction or any of its affiliates included in any SEC Document or filed as an exhibit thereto, the
representation and warranty in this sentence is made to the Issuer’s knowledge. The Issuer has timely filed each report, statement,
schedule, prospectus, and registration statement that the Issuer was required to file with the Commission since its inception. Except
with respect to the accounting treatment of the Issuer’s warrants in the form 8-K filed with the Commission on February 12,
2021, the financial statements of the Issuer included in the SEC Documents comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present
in all material respects the financial position of the Issuer as of and for the dates thereof and the results of operations and cash flows
for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.


 


p.            There
are no material outstanding or unresolved comments in comment letters from the Staff of the Commission with respect to any of the SEC
Documents.


 


q.            Except
for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect,
there is no (i) investigation, action, suit, claim proceeding pending, or, to the knowledge of the Issuer, threatened against the
Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer.


 






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r.            Except
for placement fees payable to Goldman Sachs & Co. LLC, Cowen and Company, LLC and Guggenheim Securities, LLC, in their capacity
as placement agents for the offer and sale of the Acquired Shares (in such capacity, the “Placement Agents”), the
Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other commission or similar fee in connection with
its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder
or affiliate of the Issuer. The Issuer is solely responsible for the payment of any fees, costs, expenses and commissions of the Placement
Agent.


 


s.            Following
the closing of the Transaction, EV will be a wholly-owned subsidiary of the Issuer.


 


t.            Neither
the Issuer nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency,
reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Issuer or any
subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings
or seek to commence an administration.


 


u.            There
has been no action taken by the Issuer, or, to the knowledge of the Issuer, any officer, director, equityholder, manager, employee, agent
or representative of the Issuer, in each case, acting on behalf of the Issuer, in violation of any applicable Anti-Corruption Laws (as
herein defined), (i) the Issuer has not been convicted of violating any Anti-Corruption Laws or subjected to any investigation by
a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) the Issuer has not conducted or initiated any
internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act
or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iii) the Issuer has not received any
written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption
Laws. As used herein, “Anti-Corruption Laws” means any applicable laws relating to corruption and bribery, including the U.S.
Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption.


 


v.            The
Shares are eligible for clearing through The Depository Trust Company (the “DTC”), through its Deposit/Withdrawal At
Custodian (DWAC) system, and the Issuer is eligible and participating in the Direct Registration System (DRS) of DTC with respect to the
Shares. The Transfer Agent is a participant in DTC’s Fast Automated Securities Transfer Program.


 


w.            The
Issuer acknowledges that there have been no, and in issuing the Acquired Shares the Issuer is not relying on any, representations, warranties,
covenants and agreements made to the Issuer by Subscriber, any of its officers, directors or representatives or any other person or entity,
expressly or by implication, other than those representations, warranties, covenants and agreements expressly stated in this Subscription
Agreement.


 


x.            The
Issuer is not, and immediately after receipt of payment for the Acquired Shares will not be, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 






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4.            Subscriber
Representations and Warranties. Subscriber represents and warrants (for and with respect to itself and, if applicable, for and with
respect to each account for which Subscriber is subscribing for the Acquired Shares as a fiduciary or agent) that:


 


a.            Subscriber
has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation,
with the requisite entity power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.


 


b.             This
Subscription Agreement has been duly authorized, executed and delivered by Subscriber. Assuming that this Subscription Agreement constitutes
the valid and binding agreement of the Issuer, this Subscription Agreement is enforceable against Subscriber in accordance with its terms,
except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or
equity.


 


c.            The
execution and delivery by Subscriber of this Subscription Agreement, and the performance by Subscriber of its obligations under this Subscription
Agreement, including the purchase of the Acquired Shares and the consummation of the transactions contemplated herein, will not conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any
indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or
by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, which would reasonably be expected to
have a material adverse effect the legal authority of Subscriber to comply in all material respects with the terms of this Subscription
Agreement; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of Subscriber’s properties
that would reasonably be expected to have a material adverse effect on the legal authority of Subscriber to comply in all material respects
with this Subscription Agreement.


 


d.             Subscriber
is (i) (A) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (B) an
 “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), in
each case, satisfying the applicable requirements set forth on Schedule A, (ii) (A) an “Institutional Account”
as defined in FINRA Rule 4512(c) or (B) a wholly-owned subsidiary of an “Institutional Account” as defined
in FINRA Rule 4512(c) formed for purposes of making venture capital investments, (iii) acquiring its entire beneficial
ownership in the Acquired Shares only for its own account for investment purposes only, and not for the account of others, or if Subscriber
is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified
institutional buyer (as defined above) and Subscriber has full investment discretion with respect to each such account, and the full power
and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (iv) not
acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the securities
laws of the United states or any other jurisdiction. Subscriber has completed Schedule A following the signature page hereto
and the information contained therein is accurate and complete. Subscriber is not an entity formed for the specific purpose of acquiring
the Acquired Shares.


 






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e.            Subscriber
understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities
Act and that the Acquired Shares have not been registered under the securities laws of the United States or any other jurisdiction. Subscriber
understands that the Acquired Shares may not be resold, Transferred, pledged or otherwise disposed of by Subscriber absent an effective
registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons
pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant
to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof have been met or (iv) pursuant
to another applicable exemption from the registration requirements of the Securities Act (including without limitation, a private resale
pursuant to so-called Rule 4 (1 1⁄2)), and that any certificates or book-entry records representing the Acquired Shares shall
contain a legend to such effect, which legend shall be subject to removal as set forth herein. Subscriber acknowledges that the Acquired
Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees
that the Acquired Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber
may not be able to readily resell the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired
Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any
offer, resale, pledge or Transfer of any of the Acquired Shares. For purposes of this Agreement “Transfer” shall mean any
direct or indirect transfer, redemption, disposition or monetization in any manner whatsoever, including, without limitation, through
any derivative transactions.


 


f.             Subscriber
understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further acknowledges that
there have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer or any of its officers or directors,
the Placement Agents or any of their officers, employees or representatives, or any other party to the transaction, expressly or by implication,
other than those representations, warranties, covenants and agreements included in this Subscription Agreement.


 


g.            Subscriber’s
acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under section 406
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or any applicable similar law.


 


h.            In
making its decision to subscribe for and purchase the Acquired Shares, Subscriber represents that it has relied solely upon its own independent
investigation and the Issuer’s representations and warranties in Section 3 above. Without limiting the generality of the foregoing,
Subscriber has not relied on any statements, representations or warranties or other information provided by the Placement Agents or any
of their respective affiliates or control persons or any of their respective officers, directors, employees or representatives, concerning
the Issuer or the Acquired Shares or the offer and sale of the Acquired Shares. Subscriber has (i) received, reviewed and understood
the offering materials made available to it in connection with its decision to subscribe for and purchase the Acquired Shares and has
been furnished with all other materials that it considers relevant to an investment in the Acquired Shares, (ii) has had a full opportunity
to ask questions of and receive answers from the Issuer or any person or persons acting on behalf of the Issuer concerning the terms and
conditions of an investment in the Acquired Shares and (iii) has independently made its own analysis and decision to enter into this
Agreement and invest in the Acquired Shares, in each case, based on such information as such Subscriber has deemed appropriate and without
reliance upon any Placement Agent or any affiliates of any Placement Agent, and has conducted and completed its own independent due diligence
with respect to the transactions contemplated by this Agreement. Except for the representations, warranties, covenants and agreements
of the Issuer expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information,
investment analysis and due diligence (including professional advice it may deem appropriate) with respect to its investment decision,
the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Issuer, including
but not limited to all business, legal, regulatory, accounting, credit and tax matters.


 






    10 


     


    

 


i.             Subscriber
became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer or the Placement
Agents, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the Issuer or the Placement
Agents. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to Subscriber, by
any other means. Subscriber acknowledges that the Issuer represents and warrants that the Acquired Shares (i) were not offered by
any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, or any state securities laws.


 


j.             Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares. Subscriber
has such knowledge and experience in financial, business matters and private equity matters as to be capable of evaluating the merits
and risks of an investment both in general and with regard to all transactions and investment strategies involving a security or securities,
including its participation in the Subscription, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered
necessary to make an informed investment decision.


 


k.            Subscriber
acknowledges and agrees that none of the Placement Agents or any affiliate of any of the Placement Agents (nor any officer, director,
employee or representative of the Placement Agents or any affiliate thereof) has provided Subscriber with any information or advice with
respect to the Acquired Shares nor is such information or advice necessary or desired. Subscriber acknowledges that the Placement Agents,
any affiliate of any of the Placement Agents or any of their respective officers, directors, employees or representatives (i) have
not made, and will not make, any representation as to the Issuer or the quality of the Acquired Shares, (ii) may have acquired non-public
information with respect to the Issuer which Subscriber agrees need not be provided to it, (iii) have made no independent investigation
with respect to the Issuer or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber
by the Issuer, (iv) have not acted as Subscriber’s financial advisor or fiduciary in connection with the issue and purchase
of the Acquired Shares and (v) have not prepared a disclosure or offering document in connection with the offer and sale of the Acquired
Shares. Subscriber acknowledges and agrees that (a) each Placement Agent is acting solely as the Issuer’s placement agent in
connection with the Transaction and is not acting as an underwriter or in any other capacity and is not and shall not be construed as
a fiduciary for Subscriber, the Issuer or any other person or entity in connection with the Transaction, (b) no Placement Agent has
made or will make any representation or warranty, whether express or implied, of any kind or character and has not provided any advice
or recommendation in connection with the Transaction, and (c) no Placement Agent will have any responsibility with respect to (i) any
representations, warranties or agreements made by any person or entity under or in connection with the Transaction or any of the documents
furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person)
or any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning
the Issuer or the Transaction.


 






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l.            Alone,
or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and fully
considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for Subscriber
and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s
investment in the Issuer. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate
that its purchase of the Acquired Shares and participation in the subscription (i) are fully consistent with its financial needs,
objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable
to it, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute
a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by
which it is bound and (v) are a fit, proper and suitable investment for it, notwithstanding the substantial risks inherent in investing
in or holding the Acquired Shares. Subscriber acknowledges that it is able to bear the substantial risks associated with the purchase
of the Acquired Shares, and specifically that a possibility of total loss exists.


 


m.           Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares or
made any findings or determination as to the fairness of an investment in the Acquired Shares.


 


n.            Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599
List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC Lists”), (ii) owned
or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized, incorporated, established, located,
resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof,
of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial
trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R.
Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber represents
that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the
 “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable
obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures
reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against
the OFAC Lists. Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably
designed to ensure that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived.


 






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o.            If
Subscriber is an employee benefit plan that is subject to ERISA, a plan, an individual retirement account or other arrangement that is
subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a
church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that
is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations
that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets”
of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions
of ERISA or section 4975 of the Code, then Subscriber represents and warrants that neither the Issuer, nor any of its respective affiliates
(the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect
to its decision to acquire and hold the Acquired Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s
fiduciary with respect to any decision to acquire, continue to hold or Transfer the Acquired Shares.


 


p.            Subscriber
has, and at the Closing will have, sufficient funds to pay the Purchase Price pursuant to Section 2(b)(i).


 


5.            Additional
Subscriber Agreement. Subscriber hereby agrees that, from the date of this Agreement until Closing (or earlier termination of this
Subscription Agreement), none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding with
Subscriber will engage in any Short Sales with respect to securities of the Issuer. For purposes of this Section 5, “Short
Sales” shall mean all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act, and all short positions effected through any direct and indirect stock pledges (other than pledges in the ordinary course of business
as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a
total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding anything
to the contrary contained herein, the restrictions in this Section 5 shall not apply to (i) any sale (including the exercise
of any redemption right) of securities of the Issuer or EV (A) held by the Subscriber, its controlled affiliates or any person or
entity acting on behalf of the Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement or
(B) purchased by the Subscriber, its controlled affiliates or any person or entity acting on behalf of the Subscriber or any of its
controlled affiliates in an open market transaction after the execution of this Subscription Agreement, or (ii) ordinary course hedging
transactions so long as the sales or borrowings relating to such hedging transactions are not settled with the Shares subscribed for hereunder
and the number of securities sold in such transactions does not exceed the number of securities owned or subscribed for at the time of
such transactions. Further, notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management
with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transaction (including
Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of a Subscriber
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets
and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such
Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Acquired Shares covered by this Subscription Agreement.


 






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6.            Registration
Rights.


 


a.            The
Issuer agrees that, by the later of (i) thirty (30) calendar days after the Closing Date and (ii) twenty (20) business days
after the Closing Date (such date, the “Filing Date”), the Issuer will file with the Commission (at the Issuer’s
sole cost and expense) a registration statement registering the resale of the Acquired Shares (which shall include any other Shares issued
or issuable with respect to the Acquired Shares by way of share split or dividend ), which may also include other shares of the Issuer’s
common stock, including those shares issuable upon exercise of outstanding warrants (the “Registration Statement”),
and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable
after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 120th calendar day if the Commission notifies
the Issuer that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th business day
after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will
not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”);
provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are
contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held
by Subscriber and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Issuer to effect the
registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may
reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled
to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted
hereunder; provided further that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar
agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares. For purposes of clarification,
any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness
Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this
Section 6. The Issuer will provide a draft of the Registration Statement to the undersigned for review at least two (2) business
days in advance of filing the Registration Statement. In no event shall the Subscriber be identified as a statutory underwriter in the
Registration Statement unless requested by the Commission; provided, that if the Commission requests that a Subscriber be identified
as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement.
Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the Acquired Shares proposed to be registered
under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Acquired Shares
by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Acquired Shares which
is equal to the maximum number of Acquired Shares as is permitted by the Commission. In such event, the number of Acquired Shares to be
registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders.
In the event the Issuer amends the Registration Statement in accordance with the foregoing, the Issuer will use its commercially reasonable
efforts to file with the Commission, as promptly as allowed by the Commission, one or more registration statements to register the resale
of those Acquired Shares that were not registered on the initial Registration Statement, as so amended. The Issuer will provide all customary
and commercially reasonable cooperation necessary to enable the undersigned to resell the Acquired Shares pursuant to the Registration
Statement or Rule 144 under the Securities Act (“Rule 144”), as applicable, qualify the Acquired Shares for
listing on the primary stock exchange on which its Shares are then listed, update or amend the Registration Statement (prior to its effectiveness)
as necessary to include Acquired Shares. Upon notification by the Commission that the Registration Statement has been declared effective
by the Commission, within two (2) business days thereafter, the Issuer shall file the final prospectus under Rule 424 of the
Securities Act.


 






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b.            In
the case of the registration, qualification, exemption or compliance effected by the Issuer pursuant to this Subscription Agreement, the
Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration, qualification, exemption and compliance.
At its expense the Issuer shall:


 


(i)             except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use
its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws
which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement
or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) Subscriber
ceases to hold any Acquired Shares or (ii) the date all Acquired Shares held by Subscriber may be sold without restriction under
Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144
and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) or
Rule 144(i)(2), as applicable, and (iii) three (3) years from the effective date of the Registration Statement.


 


(ii)            advise
Subscriber within two (2) business days:


 


(1)            when
a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective
amendment thereto has become effective;


 


(2)            of
any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional
information;


 


(3)            of
the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings
for such purpose;


 






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(4)            of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Acquired Shares included therein
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5)            subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration
Statement or prospectus so that, as of such date, any Registration Statement does not contain an untrue statement of a material fact or
does not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or any
prospectus does not include an untrue statement of a material fact or does not omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading.


 


Notwithstanding anything to
the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material,
nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the events
listed in (1) through (5) above constitutes material, nonpublic information regarding the Issuer;


 


(iii)            use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as
soon as reasonably practicable;


 


(iv)            upon
the occurrence of any event contemplated in Section 5(b)(ii)(5), except for such times as the Issuer is permitted hereunder to suspend,
and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable
efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the
related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Acquired Shares included
therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(v)            use
its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities exchange or market, if any, on which
the Shares issued by the Issuer have been listed;


 


(vi)           use
its commercially reasonable efforts to take all other steps necessary to effect the registration of the Acquired Shares contemplated hereby;


 


(vii)          allow
the Subscriber to review and consent to disclosure specifically regarding Subscriber in the Registration Statement on reasonable advance
notice (which consent shall not be unreasonably withheld or delayed); and


 


(viii)         use
its commercially reasonable efforts to file all reports and other materials required to be filed by the Exchange Act so long as the Issuer
remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144
to enable Subscriber to sell the Acquired Shares under Rule 144 for so long as the Subscriber holds Acquired Shares; and


 






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(ix)            upon
request from Subscriber and subject to receipt from Subscriber by the Issuer and its transfer agent of customary representations and other
documentation reasonably acceptable to the Issuer and the transfer agent in connection therewith (provided in the case of (A) and
(B) below, that the Issuer shall cause, assuming the availability of Rule 144 in the case of (B) below, its legal counsel
to deliver, if required by the transfer agent, an opinion of the Issuer’s counsel, in a form reasonably acceptable to the transfer
agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act), remove
any legend from the book entry position evidencing Subscriber’s Acquired Shares if (A) such Acquired Shares are subject to
or have been or are about to be sold or transferred pursuant to an effective registration statement, (B) such Acquired Shares can
be sold, assigned or transferred or have been or are about to be sold, assigned or transferred pursuant to Rule 144, or (C) in
connection with a sale, assignment or other transfer, such holder provides the Issuer and its transfer agent with an opinion of counsel
and other customary paperwork, in a form reasonably acceptable to the Issuer and the transfer agent, to the effect that such sale, assignment
or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act and such holder
agrees to sell, assign or otherwise transfer such securities in accordance with such valid exemption from the registration requirements
of the Securities Act. If restrictive legends are no longer required for such Acquired Shares pursuant to the foregoing, the Issuer shall,
in accordance with the provisions of this section and within three (3) business days of any request therefor from Subscriber accompanied
by such customary and reasonably acceptable representations and other documentation referred to above, deliver to the transfer agent irrevocable
instructions that the transfer agent shall issue a certificate or a book entry record without such legend to the holder of the Acquired
Shares or issue the Acquired Shares without such legend to such holder by electronic delivery at the applicable balance account at The
Depository Trust Company (“DTC”). The Issuer shall be responsible for the fees of the Transfer Agent and all DTC fees
associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any
applicable broker fees, fees and disbursements of their legal counsel and any applicable transfer taxes).


 


c.            Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of the Registration
Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof,
if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which negotiation,
consummation or event the Issuer’s board of directors reasonably believes, upon the advice of legal counsel, would require additional
disclosure by the Issuer in the Registration Statement of material information that the Issuer has a bona fide business purpose for keeping
confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Issuer’s
board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure
requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not
delay or suspend the Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more
than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Issuer
of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension
Event the Registration Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, or any related prospectus includes any untrue statement of a material
fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares
under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives
copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or
omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified
by the Issuer that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included
in such written notice delivered by the Issuer unless otherwise required by law or subpoena. If so directed by the Issuer, Subscriber
will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares
in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus
covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in
order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona
fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic
data back-up.


 






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d.            Subscriber
may deliver written notice (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices from
the Issuer otherwise required by this Section 6; provided, however, that Subscriber may later revoke any such
Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Issuer shall
not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and
(ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Issuer
in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered
(or would have been delivered but for the provisions of this Section 6(d)) and the related suspension period remains in effect,
the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification to the Issuer, by delivering
to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the
conclusion of such Suspension Event immediately upon its availability.


 


e.            The
Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless each Subscriber (to
the extent a seller under the Registration Statement), the officers, directors, members, stockholders, partners, managers, employees
and agents of Subscriber, and each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and each affiliate of Subscriber (within the meaning of the Securities Act or the Exchange Act) to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, out-of-pocket costs and expenses (including,
without limitation, reasonable attorneys’ fees and expenses incurred in connection with defending or investigating any such action
or claim) (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained in the Registration Statement (or incorporated by reference therein), any prospectus included
in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, (ii) any
omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the
case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading,
or (iii) any violation or alleged violation by the Issuer of the Securities Act, Exchange Act or any state securities law or any
rule or regulation thereunder, in connection with the performance of its obligations under this Section 6, except to
the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding
Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein or Subscriber has omitted a material fact from
such information or except to the extent such Losses were solely the result of the Subscriber’s violation of the Securities Act,
Exchange Act or any state securities law or any rule or regulation thereunder; provided, however, that the indemnification
contained in this Section 6 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without
the consent of the Issuer (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable
for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity
with written information furnished by Subscriber, (B) in connection with any failure of such person to deliver or cause to be delivered
a prospectus made available by the Issuer in a timely manner or (C) in connection with any offers or sales effected by or on behalf
of Subscriber in violation of Section 6(c) hereof. The Issuer shall notify Subscriber reasonably promptly of the institution,
threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 6
of which the Issuer receives notice in writing. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an indemnified party and shall survive the Transfer of the Acquired Shares by Subscriber.


 






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f.            In
connection with any Registration Statement in which Subscriber is participating, Subscriber shall furnish to the Issuer in writing such
information as the Issuer reasonably requests for use in connection with such Registration Statement or prospectus. In connection with
any Registration Statement in which Subscriber is participating, Subscriber shall, severally and not jointly with any Other Subscriber,
indemnify and hold harmless the Issuer, its directors, officers, agents and employees, and each person who controls the Issuer (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable
law, from and against all Losses, as incurred, resulting from (i) any untrue or alleged untrue statement of a material fact contained
in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or (ii) any omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading, in each case only to the extent that such untrue or alleged
untrue statements or omissions or alleged omissions are contained in (or not contained in the case of an omission) the information regarding
Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein; provided, however, that the indemnification
contained in this Section 6(f) shall not apply to amounts paid in settlement of any Losses if such settlement is effected
without the consent of Subscriber (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall the liability
of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Acquired Shares
giving rise to such indemnification obligation. Subscriber shall notify the Issuer promptly of the institution, threat or assertion of
any proceeding arising from or in connection with the transactions contemplated by this Section 6(f) of which Subscriber
is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified
party and shall survive the Transfer of the Shares by Subscriber.


 






    19 


     


    

 


g.              Each
party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party
required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate
in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided
herein shall relieve the Indemnifying Party of its obligations under this Agreement only to the extent that the failure to give such notice
is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, that the Indemnifying Party
shall not assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses, in
which case, the Indemnifying Party shall pay for the reasonable costs and expenses of one separate counsel to be selected by the Indemnified
Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party
(whose consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in
respect to such claim or litigation.


 


h.              If
the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any Losses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder,
shall contribute to the amount paid or payable by such Indemnified Party as a result of Losses in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the
statements or omissions that resulted in such Losses as well as any other relevant equitable considerations; provided, that in no event
shall any contribution by a Subscriber under this Section 6(h) exceed an amount equal to the aggregate net proceeds of the Acquired
Shares sold by such Subscriber, unless such liability arises out of or is based upon willful misconduct or fraud by such Subscriber. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission to state a material fact or violation of the Securities Act,
Exchange Act or any state securities law or any rule or regulation thereunder relates to information supplied by the Indemnifying
Party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct
or prevent such statement or omission.


 


7.            Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such
date and time as the Combination Agreement is terminated in accordance with the terms therein, (b) upon the mutual written agreement
of each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions to Closing set forth in Section 2(c) are
not satisfied on or prior to the Closing Date and, as a result thereof, the transactions contemplated by this Subscription Agreement are
not consummated at the Closing or (d) [at the election of Subscriber, on or after the date that is 180 days after the date hereof
if the Closing has not occurred on or prior to such date]; provided, that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to
recover losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber of the termination of the
Combination Agreement promptly after the termination of such agreement. Upon the termination hereof, any monies paid by Subscriber to
the Issuer in connection herewith shall promptly (and in any event within one (1) business day) be returned in full to Subscriber
by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, without any deduction for or on
account of any tax withholding, charges or set-off, whether or not the Transaction shall have been consummated.


 






    20 


     


    

 


8.            Trust
Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a merger,
asset acquisition, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber
further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated February 3,
2021 (the “Prospectus”), available at www.sec.gov, substantially all of the Issuer’s assets consist of the cash
proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds
have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer, its public stockholders
and the underwriters of the Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust
Account that may be released to the Issuer to pay for taxes, the cash in the Trust Account may be disbursed only for the purposes set
forth in the Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency
of which are hereby acknowledged, Subscriber, on behalf of itself and its representatives, agrees that it does not have any right, title
or interest, or any claim of any kind in the monies held in the Trust Account (each, a “Claim”) and hereby waives any
Claim they have or may have in the future arising out of this Subscription Agreement or otherwise, in or to any monies held in the Trust
Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement or otherwise;
provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right, title, interest
or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired
by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any
such securities of the Issuer.


 


9.            Miscellaneous.


 


a.            Each
party hereto acknowledges that the other party hereto, the Placement Agents and others will rely on the acknowledgments, understandings,
agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, each party hereto agrees to
promptly notify the other party hereto if any of the acknowledgments, understandings, agreements, representations and warranties made
by such party as set forth herein are no longer accurate in all material respects. Subscriber further acknowledges and agrees that the
Placement Agents will rely upon and are third-party beneficiaries of the representations and warranties of Subscriber contained in Section 4.


 


b.            Subscriber
agrees that no Placement Agent shall be liable to Subscriber for any action heretofore or hereafter taken or omitted to be taken or have
any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties,
judgments, awards, liabilities, costs, expenses or disbursements incurred by Subscriber, the Issuer or any other person or entity), whether
in contract, tort or otherwise, to Subscriber, or to any person claiming through Subscriber, in respect of the Transaction.


 






    21 


     


    

 


c.            Each
of the Issuer and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters
covered hereby to the extent required by law or by regulatory bodies.


 


d.            Notwithstanding
anything to the contrary in this Subscription Agreement, prior to the Closing, Subscriber may transfer or assign all or a portion of its
rights under this Subscription Agreement; provided, that, such transferee or assignee agrees in writing to be bound by and subject
to the terms and conditions of this Subscription Agreement, makes the representations and warranties in Section 4 and completes
Schedule A hereto. In the event of such a transfer or assignment, Subscriber shall (1) update Schedule B to provide
the information required therein and (2) give notice to Issuer of such transfer or assignment.


 


e.            All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


f.            The
Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent
readily available and to the extent consistent with its internal policies and procedures; provided, that the Issuer agrees to keep
any such information provided by Subscriber confidential.


 


g.            This
Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to Section 7 above) except by an instrument
in writing, signed by each of the parties hereto; provided that any rights (but not obligations) of a party under this Subscription
Agreement may be waived, in whole or in part, by such party on its own behalf without the prior consent of any other party.


 


h.            This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and
warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


i.             Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns.


 


j.             If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force
and effect.


 






    22 


     


    

 


k.            This
Subscription Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered
one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.


 


l.            Each
party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


m.            The
Issuer shall be solely responsible for the fees of the Placement Agent, transfer agent, the escrow agent (if any), stamp taxes and all
of DTC’s fees associated with the issuance of the Acquired Shares.


 


n.            Any
notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied, sent
by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to
be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation
when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate by
notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) five
(5) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter
designate by notice given hereunder:


 


(i)            if
to Subscriber, to such address or addresses set forth on the signature page hereto;


 


(ii)            if
to the Issuer, to:


 


Novus Capital Corporation II


8556 Oakmont Lane


Indianapolis, IN 46260


Attn: Robert J. Laikin, Chairman


E-mail: robertjlaikin@gmail.com


 


with a required copy to (which copy shall not constitute notice):


 


Blank Rome LLP


1271 Avenue of the Americas


New York, NY 10020


Attention: Robert J. Mittman


Email: Rmittman@blankrome.com; and


 


(iii)            if
to the Placement Agents, to:


 


Goldman Sachs & Co. LLC


200 West Street,


New York, NY 10282


Attn: Charles Park


Email: charlespark@gs.com


 






    23 


     


    

 


Cowen and Company, LLC


599 Lexington Avenue, 25th Floor


New York, NY 10022


Attn: Mark Saraiva


Email: mark.saraiva@cowen.com


 






    24 


     


    

 


Guggenheim Securities, LLC


330 Madison Avenue


New York, NY 10017


Attention: David Levin, Senior Managing Director


With a copy to: General Counsel


 


o.            This
Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement
(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.


 


THE PARTIES HERETO IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE SUPREME COURT OF THE
STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION
AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT
OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR
INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT
BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT
OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT
TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT
TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING
OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 9(n) OR
IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 


EACH PARTY ACKNOWLEDGES AND
AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH
PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9(o).


 






    25 


     


    

 


p.            The
Issuer shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby, the Transaction, and any other material, nonpublic
information that the Issuer, EV or any of their officers, directors, employees or agents (including the Placement Agents) have provided
to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the
Issuer’s knowledge, Subscriber shall not be in possession of any material, nonpublic information received from the Issuer, EV or
any of their officers, directors or employees or agents (including the Placement Agents) and Subscriber shall no longer be subject to
any confidentiality or similar obligations under any current agreement, whether written or oral with the Issuer, EV or any of their affiliates
or agents (including the Placement Agent) relating to the transactions contemplated by this Subscription Agreement. Notwithstanding anything
in this Subscription Agreement to the contrary, the Issuer shall not, and shall instruct its representatives, including the Placement
Agent and its representatives, not to publicly disclose the name of Subscriber or any of its affiliates, or include the name of Subscriber
or any of its affiliates in any press release or marketing materials, or for any similar or related purpose, or in any filing with the
Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except as required by the federal
securities law in connection with the Registration Statement, and (ii) to the extent such disclosure is required by law, at the request
of the Staff of the Commission or regulatory agency or under the regulations of NYSE, in which case the Issuer shall provide Subscriber
with prior written notice of such disclosure permitted under this subclause (ii).


 


q.            The
parties agree that irreparable damage would occur if any provision of this Subscription Agreement were not performed in accordance with
the terms hereof, and accordingly, that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this
Subscription Agreement or to enforce specifically the performance of the terms and provisions of this Subscription Agreement in an appropriate
court of competent jurisdiction as set forth in Section 9(o), in addition to any other remedy to which any party is entitled
at law or in equity.


 


r.             The
obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber, and
Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under any Other Subscription
Agreement. The decision of Subscriber to purchase the Acquired Shares pursuant to this Subscription Agreement has been made by Subscriber
independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as
to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects
of the Issuer, EV or any of their respective subsidiaries which may have been made or given by any Other Subscriber or investor or by
any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability
to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions.
Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or investor pursuant hereto or thereto,
shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers or other investors are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other
Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making
its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in
the Acquired Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and
enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary
for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.


 






    26 


     


    

 


s.            In
connection with all aspects of this Subscription Agreement, the transactions contemplated hereby and the Transaction, the Issuer acknowledges
and agrees that: (i) the purchase and sale of the Acquired Shares constitute an arm’s-length commercial transaction between
the Issuer, on the one hand, and Subscriber, on the other hand, and the Issuer is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated hereby, (ii) in connection with the process leading
to this Subscription Agreement, the transactions contemplated hereby and the Transaction, Subscriber is and has been acting solely as
a principal and not as a financial advisor, agent or fiduciary, for the Issuer or the Issuer’s affiliates, stockholders, directors,
officers, employees or creditors or any other person, (iii) neither Subscriber nor any of its affiliates has assumed or will assume
an advisory, agency or fiduciary responsibility in the Issuer or the Issuer’s affiliates’ favor with respect to any of this
Subscription Agreement, the transactions contemplated hereby, the process leading hereto or the Transaction (irrespective of whether Subscriber
or any of its affiliates have advised or are currently advising the Issuer or any of its affiliates on other matters) and neither Subscriber
nor any of its affiliates has any obligation to the Issuer or any of the Issuer’s affiliates with respect to the Other Subscription
Agreements or the Transaction, (iv) Subscriber and its affiliates may be engaged in a broad range of transactions that involve interests
that differ from the Issuer and its affiliates and neither Subscriber nor any of its affiliates shall have any obligation to disclose
any of such interests, and (v) neither Subscriber nor any of its affiliates has provided any legal, accounting, regulatory or tax
advice with respect to this Subscription Agreement, any of the transactions contemplated hereby or the Transaction, and the Issuer has
consulted its own legal, accounting, regulatory and tax advisors to the extent the Issuer deemed appropriate. The Issuer waives and releases,
to the fullest extent permitted by law, any claims that it may have against Subscriber and its affiliates with respect to any breach of
fiduciary duty or alleged breach of fiduciary duty as a consequence of this Subscription Agreement, the transactions contemplated hereby
or the Transaction.


 


[Signature pages follow.]


 






    27 


     


    

 


IN WITNESS WHEREOF, each of the Issuer and
Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set
forth below.


 


	 	NOVUS CAPITAL CORPORATION II
	 	 
	 	 
	 	By:  	                         
	 	 	Name:
	 	 	Title:




 


Date: _____________________, 2021


 


Signature
Page to Subscription Agreement


 






     


     


    

 


	SUBSCRIBER:	 
	 	 
	Signature of Subscriber:	 
	 	 
	[SUBSCRIBER]	 
	 	 
	By:	                                              	 
	Name:	 
	Title:	 
	 	 
	 	 
	Date:                                                      ,
    2021	 
	 	 
	 	 
	Name of Subscriber:  	 
	 	 
	 	 
	(Please print. Please indicate name and	 
	capacity of person signing above)  	 






 


	 	 
	Name in which securities are to be registered	 
	(if different):	 
	 	 
	Email Address:	 
	 	 
	Subscriber’s EIN:                                               	 
	 	 
	 	 
	Address:	 
	 	 
	 	 




 




 


	Attn:
    _________________________________	 
	 	 
	Telephone
    No.: __________________________	 
	 	 
	Facsimile
    No.: __________________________	 
	 	 
	Aggregate
    Number of Acquired Shares subscribed for:	 
	 
	Aggregate
    Purchase Price: $


 


You must pay the Purchase Price by wire transfer of United States dollars
in immediately available funds to the account specified by the Issuer in the Closing Notice.


 


Signature
Page to Subscription Agreement


 






     


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Schedule must be completed by Subscriber
and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule
have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in either Part A or Part B
below and the applicable box in Part C below.


 


A. (Please check the applicable
subparagraphs):


 


1.  ̈
We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the
 “Securities Act”)) (a “QIB”) and have marked and initialed the appropriate box on the
following pages indicating the provision under which we qualify as a QIB.


 


2.  ̈
We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a
QIB.


 


*** OR ***


 


B. INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please check the applicable
subparagraphs):


 


 ̈ We are an institutional “accredited investor” (within
the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are institutional accredited
investors) and have marked and initialed the appropriate box on the following pages indicating the provision under which we qualify
as an institutional “accredited investor.”


 


  ̈ We are not a
natural person.


 


*** AND ***


 


C. AFFILIATE STATUS (Please check the applicable box)


 


SUBSCRIBER:


 


 ̈ is:


 


 ̈ is not:


 


an “affiliate” (as defined in Rule 144 under the Securities
Act) of the Issuer or acting on behalf of an affiliate of the Issuer.


 


The Subscriber is a “qualified institutional buyer” (within
the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time
of the sale of securities to the Subscriber (Please check the applicable subparagraphs):


 


 ̈ The Subscriber is an entity that, acting for its own account
or the accounts of other qualified institutional buyers, in the aggregate owns and invests on a discretionary basis at least $100 million
in securities of issuers that are not affiliated with the Subscriber and:


 


 ̈ is an insurance company as defined in section 2(a)(13)
of the Securities Act;


 


 ̈ is an investment company registered under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), or any business development company as defined in section
2(a)(48) of the Investment Company Act;


 


 ̈ is a Small Business Investment Company licensed
by the US Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended
(“Small Business Investment Act”);


 






     


     


    

 


 ̈ is a plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;


 


 ̈ is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);


 


 ̈ is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, of (b) employee benefit plan
within the meaning of Title I of the ERISA, except, in each case, trust funds that include as participants individual retirement accounts
or H.R. 10 plans;


 


 ̈ is a business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);


 


 ̈ is an organization described in section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), corporation (other than a bank as defined
in section 3(a)(2) of the Act, a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Act,
or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust;
or


 


 ̈ is an investment adviser registered under the Investment
Advisers Act;


 


 ̈ The Subscriber is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts
of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of
securities of issuers that are not affiliated with the Subscriber;


 


 ̈ The Subscriber is a dealer registered pursuant to Section 15
of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;


 


 ̈ The Subscriber is an investment company registered under the
Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family
of investment companies1 which own in the aggregate at least $100 million in securities of issuers,
other than issuers that are affiliated with Subscriber or are part of such family of investment companies;


 


 ̈ The Subscriber is an entity, all of the equity owners of which
are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; or


 


 ̈ The Subscriber is a bank as defined in section 3(a)(2) of
the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act,
or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified
institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers
that are not affiliated with the Subscriber and that has an audited net worth of at least $25 million as demonstrated in its latest
annual financial statements, as of a date not more than 16 months preceding the date of sale of securities in the case of a US bank or
savings and loan association, and not more than 18 months preceding the date of sale of securities for a foreign bank or savings and loan
association or equivalent institution.


 


Rule 501(a) under the Securities Act, in relevant part, states
that an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) shall mean
any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed
categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate
box(es) below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an institutional
 “accredited investor.”


 


 ̈ Any bank as defined in section 3(a)(2) of the Securities
Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting
in its individual or fiduciary capacity;


 






     


     


    

 


 ̈ Any broker or dealer registered pursuant to section 15 of the
Exchange Act;


 


 ̈ Any insurance company as defined in section 2(a)(13) of the
Securities Act;


 


 ̈ Any investment company registered under the Investment Company
Act or a business development company as defined in section 2(a) (48) of the Investment Company Act;


 


 ̈ Any Small Business Investment Company licensed by the U.S.
Small Business Administration under section 301(c) or (d) of the Small Business Investment Act;


 





 






	1 	“Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor); provided, that (a) each series of a series company (as defined in Rule 1 8f-2 under the Investment Company Act) shall be deemed to be a separate investment company and (b) investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor). 


 


 ̈ Any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000;


 


 ̈ Any employee benefit plan within the meaning of Title I of
the ERISA, if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank,
a savings and loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total
assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons that
are “accredited investors”;


 


 ̈ Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act;


 


 ̈ Any (i) corporation, limited liability company or partnership,
(ii) Massachusetts or similar business trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue
Code, in each case that was not formed for the specific purpose of acquiring the securities offered and that has total assets in excess
of $5,000,000; or


 


 ̈ Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in section
230.506(b)(2)(ii) of Regulation D under the Securities Act.


 






     


     


    

 


SCHEDULE B

SCHEDULE OF TRANSFERS


 


Subscriber’s Subscription was in the amount
of [●] Shares. The following transfers of a portion of the Subscription have been made:


 


	Date of Transfer or Reduction	Transferee	Number of Transferee Acquired Shares Transferred or Reduced	Subscriber Revised Subscription Amount
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


Schedule B as of ______________, 20__, accepted and agreed to as of
this ____ day of ____________, 20__ by:


 


	NOVUS CAPITAL CORPORATION	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


Signature of Subscriber:


 


	[SUBSCRIBER]	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title: