Exhibit 10.1.2


 





March [•], 2020


 


 


 


Novus
Capital Corporation


8556
Oakmont Lane


Indianapolis,
Indiana 46260


 


EarlyBirdCapital,
Inc.


366
Madison Ave 8th Floor


New
York, NY 10017


 


	 	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter is being
delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and between Novus Capital Corporation a Delaware corporation (the “Company”), and EarlyBirdCapital,
Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant
exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein
are defined in paragraph 13 hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1. If the Company solicits
approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially owned
by it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2. (a) In the event
that the Company fails to consummate a Business Combination within the time period set forth in the Company’s Amended and
Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”),
the undersigned will, as promptly as possible, cause the Company to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the IPO Shares at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust
Account net of interest released to the Company as permitted pursuant to the Trust Agreement, divided by the number of then outstanding
IPO Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and
liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for
claims of creditors and other requirements of applicable law.


 


(b) The undersigned
hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”)
with respect to the shares of Founders’ Common Stock owned by the undersigned and hereby waives any Claim the undersigned
may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution
from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.


 


 


3. Neither the undersigned
nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation or other cash payment prior
to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided that the Company shall
be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus Summary – The
Offering – Limited payments to insiders.”


 






     


      


    

 


4. (a) The undersigned
will place into escrow all shares of Founders’ Common Stock owned by it pursuant to the terms of a Stock Escrow Agreement
which the Company will enter into with the undersigned and an escrow agent.


 


(b) The undersigned
agrees that all Private Warrants owned by it will be subject to the transfer restrictions described in the Subscription Agreement
relating to the undersigned’s Private Securities.


  


5. The undersigned
has full right and power, without violating any agreement by which it is bound, to enter into this letter agreement.


 


6. The undersigned
hereby waives any right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to
be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether such shares
be part of the Founders’ Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees
not to seek conversion with respect to such shares in connection with any vote to approve a Business Combination (or sell such
shares to the Company in a tender offer in connection with such a Business Combination) or any amendment to the Certificate of
Incorporation prior thereto.


 


7. The undersigned
hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Certificate of Incorporation prior to the
consummation of a Business Combination unless the Company provides public stockholders with the opportunity to convert their shares
of Common Stock upon such approval in accordance with such Article Sixth thereof.


  


8. This letter agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Company
and the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to
this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New
York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. The undersigned irrevocably agrees to appoint Graubard Miller as agent for the service of process in the State
of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If for any reason such agent
is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint a substitute agent
acceptable to each of the Company and the Representative within 30 days and nothing in this letter will affect the right of either
party to serve process in any other manner permitted by law.


 


9. As used herein,
(i) a “Business Combination” means a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors and initial stockholders of the Company immediately prior to the IPO; (iii) “Founders’
Common Stock” means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv)
 “IPO Shares” means the shares of Common Stock issued in the Company’s IPO; (v) “Private
Warrants” means the warrants that are being sold privately by the Company simultaneously with the consummation of
the IPO; (vi) “Trust Agreement” means the Investment Management Trust Agreement between the Company and
Continental Stock Transfer & Trust Company being entered into in connection with the IPO and governing the use of funds held
in the Trust Account; (vii) “Trust Account” means the trust account into which a portion of the net proceeds
of the IPO will be deposited; and (viii) “Registration Statement” means the Company’s registration
statement on Form S-1 (SEC File No. 333-[•]) filed with the Securities and Exchange
Commission.


 


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


 






     


      


    

 


11. Each of the undersigned
acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative
of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the
subject matter hereof.


  


[Signature Page Follows]






     


      


    

 


	 	 
	 	Print Name of Insider:
	 	 
	 	 
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	NOVUS CAPITAL CORPORATION.
	 	 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


 


[Signature Page to
Insider Letter]