NOTICE OF REDEMPTION OF CERTAIN
WARRANTS (CUSIP 29280W 117)
Dear Warrant Holder,
Energy Vault Holdings, Inc. (formerly known as Novus Capital Corporation II, and hereinafter referred to as the "Company") hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on August 1, 2022 (the "Redemption Date"), all of the Company's outstanding warrants (the "Public Warrants") to purchase shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), that were issued under the Warrant Agreement, dated February 3, 2021 (the "Warrant Agreement"), by and between the Company and Continental Stock Transfer & Trust Company ("CST"), as warrant agent (the "Warrant Agent"), as part of the units sold in the Company's initial public offering (the "IPO") for a redemption price of $0.10 per Public Warrant (the "Redemption Price"). Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO (the "Private Warrants") and still held by the initial holders thereof or their permitted transferees are not subject to this notice of redemption.
Under the terms of the Warrant Agreement, the Company is entitled to redeem not less than all of the outstanding Public Warrants at a redemption price of $0.10 per Public Warrant if (i) the last reported sales price of the Common Stock reported has been at least $10.00 per share, on the trading day prior to the date on which this notice of redemption is givenand (ii) there is an effective registration statement covering the shares of Common Stock issuable upon the exercise of the Warrants, and a current prospectus relating thereto, available throughout the Redemption Period (as such term is defined in the Warrant Agreement). At the direction of the Company, the Information Agent has delivered a notice of redemption to each of the registered holders of the outstanding Public Warrants.
The Public Warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such warrants.
•Cash Exercise: Holders may continue to exercise Public Warrants and receive Common Stock in exchange for payment in cash of the $11.50 per warrant exercise price.
•Cashless Exercise: Alternatively, a holder may elect to exercise their Public Warrants on a "cashless basis" (the "Make-Whole Exercise") and surrender Public Warrants for a certain number of shares of Common Stock that is determined by reference to the table set forth in Section 6.2 of the Warrant Agreement based on the Redemption Date and the average last reported sale price (the "Fair Market Value") of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which this notice of redemption is sent to holders of Public Warrants. In no event will the number of shares of Common Stock issued in connection with an exerciseon a cashless basis exceed 0.361 shares of Common Stock per Public Warrant. By virtue of the cashless Make-Whole Exercise of the Warrants, exercising warrant holders will receive 0.2526 of a share of Common Stock for each Warrant surrendered for exercise. If any holder of Public Warrants would, after taking into account all of such holder's Public Warrants exercised at one time, be entitled to receive a fractional interest in a share of Common Stock, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares.



The Public Warrants and the Common Stock are listed on the New York Stock Exchange (the "NYSE") under the symbols "NRGV WS" and "NRGV," respectively. On June 30, 2022, the closing price of the Public Warrants was $1.51 and the closing price of the Common Stock was $10.02. At 5:00 p.m. New York City time on the Redemption Date, the Public Warrants will cease trading on the NYSE.
TERMS OF REDEMPTION; CESSATION OF RIGHTS
The rights of the Public Warrant holders to exercise their Public Warrants will terminate immediately prior to 5:00 p.m. New York City time on the Redemption Date. At 5:00 p.m. New York City time on the Redemption Date and thereafter, holders of unexercised Public Warrants will have no rights with respect to those warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in "street name." We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Public Warrants. Please note that the act of exercising is VOLUNTARY, meaning that holders of Warrants must instruct their broker to submit the Warrants for exercise.
The Company is exercising this right to redeem the Public Warrants pursuant to Section 6.2 of the Warrant Agreement. Pursuant to Section 6.2 of the Warrant Agreement, the Company has the right to redeem all of the outstanding Public Warrants if (i) the last reported sales price of the Common Stock reported has been at least $10.00 per share, on the trading day prior to the date on which this notice of redemption is givenand (ii) there is an effective registration statement covering the shares of Common Stock issuable upon the exercise of the Warrants, and a current prospectus relating thereto, available throughout the Redemption Period.
The last reported sales price of the Common Stock was over $10.00 per share on June 30, 2022 (which is the trading day prior to the date on which this notice of redemption is given).
EXERCISE PROCEDURE
Public Warrant holders have until 5:00 p.m. New York City time on the Redemption Date to exercise their Public Warrants to purchase Common Stock. Payment upon exercise of the Public Warrants may be made, at the option of the holders thereof, either (i) in cash, at the Cash Exercise Price or (ii) on a "cashless basis" in which the exercising holder will receive a number of shares of Common Stock to be determined in accordance with the terms of the Warrant Agreement and based on the Redemption Date and the Fair Market Value. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Common Stock per Warrant. By virtue of the cashless Make-Whole Exercise of the Warrants, exercising warrant holders will receive 0.2526 of a share of Common Stock for each Warrant surrendered for exercise. If any holder of Public Warrants would, after taking into account all of such holder's Public Warrants exercised at one time, be entitled to receive a fractional interest in a share of Common Stock, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares.
Payment of the Cash Exercise Price may be made by wire transfer of immediately available funds. Wire instructions will be provided to the Depository Trust Company and will otherwise be provided upon request.
Those who hold their Public Warrants in "street name" should immediately contact their broker to determine their broker's procedure for exercising their Public Warrants since the process to exercise is VOLUNTARY.
Persons who are holders of record of their Public Warrants may exercise their Public Warrants by sending (1) the warrant certificate representing the Public Warrants being exercised (a "Warrant Certificate"), (2) a fully and properly completed "Election to Purchase" (a form of which is attached



hereto as Annex A), duly executed and indicating, among of things, the number of Public Warrants being exercised and whether such Public Warrants are being exercised on a cash or cashless basis, and (3) if exercised for cash, payment in full of the Cash Exercise Price via wire transfer or other method of payment permitted by the Warrant Agreement to the Warrant Agent at:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
The method of delivery of the Public Warrants is at the option and risk of the holder, but if mail is used, registered mail properly insured is suggested.
The Warrant Certificate, the fully and properly completed Election to Purchase and, if the applicable Warrants are exercised for cash, payment in full of the Cash Exercise Pricemust be received by Continental Stock Transfer & Trust Company prior to 5:00 p.m. New York City time on the Redemption Date. Subject to the following paragraph, any failure to deliver the Warrant Certificate, a fully and properly completed Election to Purchase or, if the applicable Warrants are exercised for cash, the payment in full of the Cash Exercise Price before such time will result in such holder's Public Warrants being redeemed and not exercised.
WARRANTS HELD IN STREET NAME
For holders of Public Warrants who hold their Public Warrants in "street name," broker-dealers shall have two business days from the Redemption Date, or 5:00 p.m. New York City time on August 3, 2022, to deliver the Public Warrants to the Warrant Agent provided that a Notice of Guaranteed Delivery and, in the case of a cash exercise, payment in full of the Cash Exercise Price, is received by the Warrant Agent prior to 5:00 p.m. New York City time on the Redemption Date. Any such Public Warrant received without the Election to Purchase or the Notice of Guaranteed Delivery having been duly executed and fully and properly completed or, in the case of a cash exercise, without the payment in full of the Cash Exercise Price will be deemed to have been delivered for redemption (at $0.10 per Public Warrant), and not for exercise.
PROSPECTUS
A prospectus covering the Common Stock issuable upon the exercise of the Public Warrants is included in a registration statement (Registration No. 333-262720 ) initially filed with the Securities and Exchange Commission (the "SEC") on February 14, 2022 and originally declared effective by the SEC on May 6, 2022. The SEC maintains an Internet website that contains a copy of this prospectus. The address of that site is www.sec.gov. Alternatively, you can obtain a copy of the prospectus from our investor relations website at https://www.energyvault.com/.
REDEMPTION PROCEDURE
Payment of the Redemption Price will be made by the Company upon presentation and surrender of a Public Warrant for payment after 5:00 p.m. New York City time on the Redemption Date. Those who hold their shares in "street name" should contact their broker to determine their broker's procedure for redeeming their Public Warrants.




ADDITIONAL INFORMATION
You can receive additional information regarding the exercise or redemption of your Public Warrants by contacting Morrow Sodali LLC (the "Information Agent"), the Company's information agent for the redemption of the Public Warrants, at:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Call toll free 1-800-662-5200
Email nrgv@info.morrowsodali.com
*********************************



Any questions you may have about redemption and exercising your Public Warrants may be directed to the Warrant Agent or the Information Agent at their respective addresses set forth above.
Sincerely,
Energy Vault Holdings, Inc.
/s/ David Hitchcock
David Hitchcock
Interim Chief Financial Officer



Annex A
ENERGY VAULT HOLDINGS, INC.
ELECTION TO PURCHASE

CHECK ONE BOX BELOW AND COMPLETE THE CORRESPONDING PARAGRAPH
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of Novus Capital Corporation II (the "Company") in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such shares of Common Stock be delivered to whose address is . If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement set forth in Section 6.2 thereof, to receive shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .
The warrants to purchase shares of Common Stock (each, a "Warrant") have been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement, dated February 3, 2021 (the "Warrant Agreement"), by and between the Company and Continental Stock Transfer & Trust Company ("CST"), as warrant agent. Pursuant to the terms of the Warrant Agreement, each whole Warrant is exercisable for one fully paid and non-assessable share of Common Stock. Any Warrants that remain unexercised at 5:00 p.m. New York City time on the redemption date will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the redemption price of $0.10 per Warrant.

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Date: , 2022

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(Signature)

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(Address)

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(Tax Identification Number)

Signature Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

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Energy Vault Holdings Inc. published this content on 01 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 July 2022 10:42:09 UTC.