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.
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 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).
