INDEMNITY AGREEMENTIndemnity Agreement • February 8th, 2021 • Novus Capital Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between NOVUS CAPITAL CORPORATION II, a Delaware corporation (the “Company”), and Hersch Klaff, Director of the Company (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2021 • Novus Capital Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 3, 2021, by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NOVUS CAPITAL CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 3, 2021Warrant Agreement • February 8th, 2021 • Novus Capital Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 3, 2021, is by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 8th, 2021 • Novus Capital Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 3, 2021, is entered into by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and KNC II LLC (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2021 • Novus Capital Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Novus Capital Corporation II, a Delaware corporation (the “Company”), NCCII Co-Invest LLC, a Delaware limited liability company (“NCCII”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with NCCII, a “Holder” and collectively the “Holders”).
NOVUS CAPITAL CORPORATION II 25,000,000 Units Underwriting AgreementUnderwriting Agreement • February 8th, 2021 • Novus Capital Corp II • Blank checks • New York
Novus Capital Corporation II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2021 • Novus Capital Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2021, is made and entered into by and among Novus Capital Corporation II, a Delaware corporation (the “Company”), NCCII Co-Invest LLC, a Delaware limited liability company (“NCCII”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with NCCII, a “Holder” and collectively the “Holders”).
Novus Capital Corporation II 8556 Oakmont Lane Indianapolis, IN 46260Novus Capital Corp II • January 13th, 2021 • Blank checks • Delaware
Novus Capital Corporation II a Delaware corporation (the “Company”), is pleased to accept the offer ______________ (the “Subscriber” or “you”), has made to purchase _______ shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Shares and shall be deemed to include any shares of Class A Common Stock issued upon conversi
Novus Capital Corporation II 8556 Oakmont Lane Indianapolis, IN 46260Novus Capital Corp II • October 16th, 2020 • Blank checks • Delaware
Novus Capital Corporation II a Delaware corporation (the “Company”), is pleased to accept the offer Novus Capital Associates, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 1,111,111 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Shares and shall be deemed to include
STANDARD MULTI-TENANT OFFICE LEASEMulti-Tenant Office Lease • February 14th, 2022 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
SUBSCRIPTION AGREEMENTSubscription Agreement • September 9th, 2021 • Novus Capital Corp II • Blank checks
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”).
ContractOffice Lease • October 18th, 2021 • Novus Capital Corp II • Blank checks • California
This Summary of Basic Lease Information (the “Summary”) is hereby incorporated into and made a part of the attached Office Lease (“Office Lease”) (this Summary and the Office Lease to be known collectively as the “Lease”) which pertains to the “Project” (as that term is defined in the Office Lease) located at 4330-4360 Park Terrace Drive, Westlake Village, CA 91361. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used in this Summary and not otherwise defined herein shall have the meaning as set forth in the Office Lease.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 13th, 2021 • Novus Capital Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and Novus Capital Associates, LLC, a Delaware limited liability company (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among NOVUS CAPITAL CORPORATION II, NCCII MERGER CORP. and ENERGY VAULT, INC. Dated as of September 8, 2021Business Combination Agreement and Plan of Reorganization • September 9th, 2021 • Novus Capital Corp II • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 8, 2021 (this “Agreement”), by and among Novus Capital Corporation II, a Delaware corporation (“Novus”), NCII Merger Corp., a Delaware corporation (“Merger Sub”), and Energy Vault, Inc., a Delaware corporation (the “Company”).
Novus Capital Corporation II Indianapolis, IN 46260 Re: Lock-Up Agreement Ladies and Gentlemen:Letter Agreement • February 14th, 2022 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement and Plan of Reorganization (the “BCA”) entered into by and among Novus Capital Corporation II, a Delaware corporation (the “Company”), NCCII Merger Corp., a Delaware corporation (“Merger Sub”) and Energy Vault, Inc., a Delaware corporation (“EV”), pursuant to which, among other things, Merger Sub will be merged with and into EV on the date hereof (the “Merger”), with EV surviving the Merger as a wholly owned subsidiary of the Company.
Novus Capital Corporation II Indianapolis, IN 46260Letter Agreement • January 13th, 2021 • Novus Capital Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and Cowen and Company, LLC, as the representative (“Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2022 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2022 (the “Effective Date”) by and among Novus Capital Corporation II, a Delaware corporation (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • March 13th, 2024 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This Consulting Agreement (“Agreement”) is made and entered into as of the 6th day of March 2024, by and between Energy Vault, Inc., a Delaware corporation (the “Company”), and Zia Huque (“Consultant”) in the County of Los Angeles, State of California. The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2021 • Novus Capital Corp II • Blank checks
CONSULTING AGREEMENTConsulting Agreement • February 14th, 2022 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Consulting Agreement (“Agreement”) is made and entered into as of February 14, 2022 (the “Effective Date”), by Energy Vault, Inc., a Delaware corporation (the “Company”), and EVFY, Inc., a Delaware corporation (“Consultant”).
Form of amendment agreements to the employment agreement entered into between Robert Piconi and the Company's subsidiary Energy Vault, SANovus Capital Corp II • October 18th, 2021 • Blank checks
This Amendment shall become effective at the date noted above upon execution by the Employee and approval of the Board of Directors.
AMENDED AND RESTATED SPONSOR RESTRICTED STOCK AGREEMENTSponsor Restricted Stock Agreement • February 14th, 2022 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT, dated as of February 11, 2022 (“Agreement”), by and among NOVUS CAPITAL CORPORATION II, a Delaware corporation (“Novus”), the stockholders of Novus listed on Exhibit A hereto (the “Stockholders”) and Energy Vault, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED SPONSOR RESTRICTED STOCK AGREEMENTSponsor Restricted Stock Agreement • February 14th, 2022 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT, dated as of February 11, 2022 (“Agreement”), by and among NOVUS CAPITAL CORPORATION II, a Delaware corporation (“Novus”), the stockholders of Novus listed on Exhibit A hereto (the “Stockholders”) and Energy Vault, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 9th, 2021 • Novus Capital Corp II • Blank checks • Delaware
This STOCKHOLDER SUPPORT AGREEMENT, dated as of September 8, 2021 (this “Agreement”), is entered into by and among Novus Capital Corporation II, a Delaware corporation (“Novus”), Energy Vault, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”), in each case, solely in such Stockholder’s capacity as a Stockholder (and not in any other capacity).
ENERGY VAULT, INC. 2017 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2017 Stock Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option...Incentive Plan Stock Option Agreement • March 13th, 2024 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2021 • Novus Capital Corp II • Blank checks
This document sets out the terms and conditions of employment which are required to be given to the Employee and which apply at the date hereof.
ENERGY VAULT, INC. SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred • October 18th, 2021 • Novus Capital Corp II • Blank checks • Delaware
This Series C Preferred Stock Purchase Agreement (this “Agreement”) is made as of August 30, 2021 by and among Energy Vault, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Exhibit A hereto who are signatories of this Agreement (“Purchasers”). The parties hereto agree as follows:
ENERGY VAULT, INC. SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 18th, 2021 • Novus Capital Corp II • Blank checks • Delaware
This Series B-1 Preferred Stock Purchase Agreement (this “Agreement”) is made as of December 22, 2020 by and among Energy Vault, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Exhibit A hereto who are signatories of this Agreement (“Purchasers”). The parties hereto agree as follows:
FIRST AMENDMENT OF ENERGY STORAGE SYSTEM AGREEMENTEnergy Storage System Agreement • May 16th, 2022 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
This First Amendment of the Energy Storage System Agreement (this “First Amendment”) is made this 10 day of May 2022, between Energy Vault, Inc., a Delaware corporation (“Energy Vault”), and DG Fuels, LLC, a Delaware limited liability company (“DGF”) (collectively, the “Parties” and, individually, a “Party”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2022 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2022 (the “Effective Date”) by and among Novus Capital Corporation II, a Delaware corporation (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
ENERGY VAULT, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 1st, 2022 • Energy Vault Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
THIS AGREEMENT is made effective as of 28.11.2017 (“Effective Date”) between Energy Vault, Inc., a Delaware corporation (the “Company”) and Andrea Pedretti (the “Purchaser”).
Novus Capital Corporation II Indianapolis, IN 46260Letter Agreement • February 8th, 2021 • Novus Capital Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and Cowen and Company, LLC, as the representative (“Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price
Novus Capital Corporation II 8556 Oakmont Lane Indianapolis, IN 46260Novus Capital Corp II • January 13th, 2021 • Blank checks • Delaware
Novus Capital Corporation II a Delaware corporation (the “Company”), is pleased to accept the offer NCCII Co-Invest LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 607,639 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Shares and shall be deemed to include any shares o
Energy Vault Holdings, Inc. Suite 100 Westlake Village, California 91361 Re: New Lock-Up AgreementEnergy Vault Holdings, Inc. • July 12th, 2022 • Miscellaneous electrical machinery, equipment & supplies • Delaware
The undersigned (the “Securityholder”) was granted equity pursuant to the Energy Vault, Inc. 2020 Stock Plan and an applicable award agreement that vested or will vest according to the satisfaction of (i) a time-based service requirement and (ii) a liquidity event vesting requirement, and upon the satisfaction of such liquidity event vesting requirement, the time-based service requirement would be deemed satisfied with respect to 50% or more of the total number of shares underlying such award (the “Accelerated Shares”) as set forth in the applicable award agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 8th, 2021 • Novus Capital Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 3, 2021, is entered into by and between Novus Capital Corporation II, a Delaware corporation (the “Company”), and Novus Capital Associates, LLC, a Delaware limited liability company (the “Purchaser”).
