Common use of Description of Notes Clause in Contracts

Description of Notes. The notes were issued under an indenture (the “indenture”), dated April 7, 2022, between us and Wilmington Trust, National Association, as trustee (the “trustee”). A copy of the indenture is filed as an exhibit to the registration statement of which this prospectus forms a part. The terms of the notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). You may request a copy of the indenture from us as described under “Where You Can Find More Information.” The following description is a summary of the material provisions of the notes and the indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the notes and the indenture, including the definitions of certain terms used in the indenture. We urge you to read these documents because they, and not this description, define your rights as a holder of the notes. For purposes of this description, references to “we,” “our” and “us” refer only to Eos Energy Enterprises, Inc. and not to its subsidiaries. The notes: ● are our general unsecured, senior obligations; ● were initially issued in an aggregate principal amount of $100,000,000; ● accrue interest from the date of issuance (or the most recent interest payment date, whichever is later), payable in cash at the rate of 5.00% per year or in kind at the rate of 6.00% per year, at our election, on June 30 and December 30 of each year, as described below under “—Interest;” ● are subject to redemption at our option, in whole or in part, on or after June 30, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the capitalized principal amount of the notes to be redeemed, plus any accrued interest that has not been paid or capitalized to, but excluding, the redemption date; ● are subject to repurchase by us at the option of the holders following a fundamental change (as defined below under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes”), at a fundamental change repurchase price equal to 100% of the capitalized principal amount of the notes to be repurchased, plus any accrued interest that has not been paid or capitalized to, but excluding, the fundamental change repurchase date; ● mature on June 30, 2026, unless earlier converted, redeemed or repurchased; ● are issued in minimum denominations of $1.00 principal amount and integral multiples thereof; and ● are initially represented in certificated form but may, subject to certain conditions, be represented by one or more registered notes in global form. See “Book-Entry, Settlement and Clearance.” Subject to satisfaction of certain conditions, the notes may be converted at an initial conversion rate of 49.9910 shares of common stock per $1,000 capitalized principal amount of notes (equivalent to an initial conversion price of approximately $20.00 per share of common stock). The conversion rate is subject to adjustment if certain events occur. We will settle conversions of notes by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described under “—Conversion Rights—Settlement upon Conversion.” You will not receive any separate cash payment for interest, if any, accrued and unpaid to the conversion date except under the limited circumstances described below. The indenture does not limit the amount of debt that may be issued by us or our subsidiaries under the indenture or otherwise. The indenture does not contain any financial covenants and will not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” and “—Consolidation, Merger and Sale of Assets” below, the indenture does not contain any covenants or other provisions designed to afford holders of the notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders. We may, without the consent of the holders, reopen the indenture for the notes and issue additional notes under the indenture with the same terms as the notes offered hereby (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional notes) in an unlimited aggregate principal amount; provided that if any such additional notes are not fungible with the notes initially offered hereby for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number (if any). We do not intend to list the notes on any securities exchange or any automated dealer quotation system. Except to the extent the context otherwise requires, we use the term “notes” in this prospectus to refer to each $1,000 capitalized principal amount of notes. We use the term “common stock” in this prospectus to refer to our common stock, par value $0.0001 per share. References in this prospectus to a “holder” or “holders” of notes that are held through The Depository Trust Company (“DTC”) are references to owners of beneficial interests in such notes, unless the context otherwise requires. However, we and the trustee will treat the person in whose name the notes are registered (Cede & Co., in the case of notes held through DTC) as the owner of such notes for all purposes. References herein to the “close of business” refer to 5:00 p.m., New York City time, and to the “open of business” refer to 9:00 a.m., New York City time. Unless the context otherwise requires, any reference to accrued interest on, or in respect of, any note that has not been paid or capitalized shall be deemed to refer to the amount of such interest that would have accrued as of the relevant time at the applicable cash interest rate as if we had elected the cash method in respect of all of the relevant interest. Unless the context otherwise requires, any reference to the principal amount of any notes shall be deemed to refer to the capitalized principal amount of such notes at the relevant time.

Description of Notes. The notes were issued under an indenture (On November 30, 2012, the “indenture”), dated April 7, 2022, between us Company authorized the issuance and Wilmington Trust, National Association, as trustee (the “trustee”). A copy sale of the indenture is filed as an exhibit to the registration statement of which this prospectus forms a part. The terms of the notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). You may request a copy of the indenture from us as described under “Where You Can Find More Information.” The following description is a summary of the material provisions of the notes and the indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the notes and the indenture, including the definitions of certain terms used in the indenture. We urge you to read these documents because they, and not this description, define your rights as a holder of the notes. For purposes of this description, references to “we,” “our” and “us” refer only to Eos Energy Enterprises, Inc. and not to its subsidiaries. The notes: ● are our general unsecured, senior obligations; ● were initially issued in an $50,000,000 aggregate principal amount of $100,000,000; ● accrue interest from its Variable Rate Senior Notes, Class A due May 31, 2014 (the date of issuance (or the most recent interest payment date, whichever is later), payable in cash at the rate of 5.00% per year or in kind at the rate of 6.00% per year, at our election, on June 30 and December 30 of each year, as described below under “—Interest;” ● are subject to redemption at our option, in whole or in part, on or after June 30, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the capitalized principal amount of the notes to be redeemed, plus any accrued interest that has not been paid or capitalized to, but excluding, the redemption date; ● are subject to repurchase by us at the option of the holders following a fundamental change (as defined below under “—Fundamental Change Permits Holders to Require Us to Repurchase Matured Class A Notes”), at a fundamental change repurchase price equal to 100% of the capitalized and $75,000,000 aggregate principal amount of its Variable Rate Senior Notes, Class B due November 30, 2015 (the notes “Class B Notes”) pursuant to be repurchaseda Note Purchase Agreement dated as of November 30, plus any accrued interest that has not been paid or capitalized to2012 (the "Original Note Purchase Agreement"). On June 2, but excluding2014, the fundamental change repurchase date; ● mature on June 30, 2026, unless earlier converted, redeemed or repurchased; ● are issued in minimum denominations Company repaid and retired the Matured Class A Notes and authorized the issuance and sale of $1.00 principal amount and integral multiples thereof; and ● are initially represented in certificated form but may, subject to certain conditions, be represented by one or more registered notes in global form. See “Book-Entry, Settlement and Clearance.” Subject to satisfaction of certain conditions, the notes may be converted at an initial conversion rate of 49.9910 shares of common stock per $1,000 capitalized 50,000,000 aggregate principal amount of notes its Variable Rate Senior Notes, Class A due May 31, 2017 (equivalent to an initial conversion price of approximately $20.00 per share of common stock). The conversion rate is subject to adjustment if certain events occur. We will settle conversions of notes by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described under “—Conversion Rights—Settlement upon Conversion.” You will not receive any separate cash payment for interest, if any, accrued and unpaid to the conversion date except under the limited circumstances described below. The indenture does not limit the amount of debt that may be issued by us or our subsidiaries under the indenture or otherwise. The indenture does not contain any financial covenants and will not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—Fundamental Change Permits Holders to Require Us to Repurchase Class A Notes” and “—Consolidation, Merger and Sale of Assets” belowtogether with the Class B Notes, the indenture does not contain any covenants or other provisions designed “Variable Rate Notes”, each such term to afford holders of the notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders. We may, without the consent of the holders, reopen the indenture for the notes and issue additional notes under the indenture with the same terms as the notes offered hereby (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional notes) in an unlimited aggregate principal amount; provided that if include any such additional notes are not fungible with issued in substitution therefor (including Global Notes) pursuant to Section 13), pursuant to an Amended and Restated Note Purchase Agreement, dated as of June 2, 2014 (the notes initially offered "Existing Note Purchase Agreement"), which amended and restated the Original Note Purchase Agreement in its entirety. The Company and the Purchasers hereby for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number (if any)agree to amend and restate the Existing Note Purchase Agreement in its entirety as set forth herein. We do not intend to list The Company hereby authorizes the notes on any securities exchange or any automated dealer quotation system. Except to the extent the context otherwise requires, we use the term “notes” in this prospectus to refer to each issuance and sale of $1,000 capitalized 125,000,000 aggregate principal amount of notesits Fixed rate Senior Notes, Class C due October 9, 2018 (the "Class C Notes" and together with the Class A Notes and the Class B Notes, the "Notes", each such term to include any notes issued in substitution therefor (including Global Notes) pursuant to Section 13) and the Purchaser wishes to purchase the Class C Notes. We use The Notes shall be substantially in the term “common stock” form set out in Exhibit X-0, X-0, X-0, or A-4, as applicable. Certain capitalized and other terms used in this prospectus to refer to our common stock, par value $0.0001 per share. References Agreement are defined in this prospectus Schedule B; and references to a “holderSchedule” or an “holdersExhibit” of notes that are held through The Depository Trust Company (“DTC”) are references to owners of beneficial interests in such notesare, unless the context otherwise requires. Howeverspecified, we and the trustee will treat the person in whose name the notes are registered (Cede & Co., in the case of notes held through DTC) as the owner of such notes for all purposes. References herein to the “close of business” refer a Schedule or an Exhibit attached to 5:00 p.m., New York City time, and to the “open of business” refer to 9:00 a.m., New York City time. Unless the context otherwise requires, any reference to accrued interest on, or in respect of, any note that has not been paid or capitalized shall be deemed to refer to the amount of such interest that would have accrued as of the relevant time at the applicable cash interest rate as if we had elected the cash method in respect of all of the relevant interest. Unless the context otherwise requires, any reference to the principal amount of any notes shall be deemed to refer to the capitalized principal amount of such notes at the relevant timethis Agreement.

Description of Notes. The notes were issued Company proposes to issue the Notes under an indenture that certain Indenture, dated as of January 16, 1998 (the “indentureOriginal Indenture”), as supplemented by that certain First Supplemental Indenture, dated April as of January 20, 1998, that certain Second Supplemental Indenture, dated as of July 7, 20221998, that certain Amended and Restated Third Supplemental Indenture, dated as of July 10, 2000, and that certain Fourth Supplemental Indenture, dated September 18, 2006 (collectively and together with the Original Indenture and any additional indentures supplemental thereto entered into after the date hereof, the “Indenture”) between us the Company and Wilmington TrustThe Bank of New York Mellon (as successor to State Street Bank and Trust Company and US Bank, National Association), as trustee (the “trusteeTrustee”). A copy The Company previously entered into a Distribution Agreement, dated as of September 6, 2012 (the “Existing Distribution Agreement”), with Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx Securities LLC and UBS Securities LLC, as agents thereunder. This agreement (this “Distribution Agreement”) amends and restates the Existing Distribution Agreement in its entirety and provides both for the sale of Notes by the Company to one or more Agents as principal for resale to investors and other purchasers and for the sale of Notes by the Company directly to investors (as may from time to time be agreed to by the Company and the applicable Agent), in which case the applicable Agent will act as an agent of the indenture is Company in soliciting offers for the purchase of Notes. The Company has filed as an exhibit to with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-179720) for the registration statement of which this prospectus forms a part. The terms of debt securities, including the notes include those expressly set forth in Notes, preferred stock and common stock under the indenture and those made part of the indenture by reference to the Trust Indenture Securities Act of 19391933, as amended (the “Trust Indenture Securities Act”). You may request a copy , and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the indenture from us as described under “Where You Can Find More Information.” The following description is a summary rules and regulations of the material provisions Commission thereunder (the “Securities Act Rules and Regulations”). Such registration statement has become effective. Such registration statement (and any further registration statements which may be filed by the Company for the purpose of registering additional securities including the notes Notes and in connection with which this Distribution Agreement is included or incorporated by reference as an exhibit) and the indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all prospectus constituting a part thereof (including in each case the provisions of the notes and the indenture, including the definitions of certain terms used in the indenture. We urge you to read these documents because they, and not this description, define your rights as a holder of the notes. For purposes of this description, references to “we,” “our” and “us” refer only to Eos Energy Enterprises, Inc. and not to its subsidiaries. The notes: ● are our general unsecured, senior obligations; ● were initially issued in an aggregate principal amount of $100,000,000; ● accrue interest from the date of issuance (or the most recent interest payment date, whichever is later), payable in cash at the rate of 5.00% per year or in kind at the rate of 6.00% per year, at our election, on June 30 and December 30 of each year, as described below under “—Interest;” ● are subject to redemption at our option, in whole or in part, on or after June 30, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the capitalized principal amount of the notes to be redeemed, plus any accrued interest that has not been paid or capitalized to, but excluding, the redemption date; ● are subject to repurchase by us at the option of the holders following a fundamental change (as defined below under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes”), at a fundamental change repurchase price equal to 100% of the capitalized principal amount of the notes to be repurchased, plus any accrued interest that has not been paid or capitalized to, but excluding, the fundamental change repurchase date; ● mature on June 30, 2026, unless earlier converted, redeemed or repurchased; ● are issued in minimum denominations of $1.00 principal amount and integral multiples thereof; and ● are initially represented in certificated form but may, subject to certain conditions, be represented by one or more registered notes in global form. See “Book-Entry, Settlement and Clearance.” Subject to satisfaction of certain conditions, the notes may be converted at an initial conversion rate of 49.9910 shares of common stock per $1,000 capitalized principal amount of notes (equivalent to an initial conversion price of approximately $20.00 per share of common stock). The conversion rate is subject to adjustment if certain events occur. We will settle conversions of notes by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described under “—Conversion Rights—Settlement upon Conversion.” You will not receive any separate cash payment for interestinformation, if any, accrued deemed to be part thereof pursuant to Rule 430A or 430B of the Securities Act Rules and unpaid Regulations), and any prospectus supplement and pricing supplement relating to the conversion date except Notes, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act or otherwise, is referred to herein as the “Registration Statement.” A prospectus supplement (the “Prospectus Supplement”) setting forth the terms of the offer of the Notes contemplated by this Distribution Agreement, and additional information concerning the Company has been or will be prepared and will be filed by the Company pursuant to Rule 424(b) of the Securities Act Rules and Regulations, on or before the second business day after it is first used in connection with the offer and sale of Notes under the limited circumstances described below. The indenture does not limit the amount of debt that this Distribution Agreement (or such earlier time as may be issued required by us or our subsidiaries under the indenture or otherwise. The indenture does not contain any financial covenants and will not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” and “—Consolidation, Merger and Sale of Assets” below, the indenture does not contain any covenants or other provisions designed to afford holders of the notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders. We may, without the consent of the holders, reopen the indenture for the notes and issue additional notes under the indenture with the same terms as the notes offered hereby (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional notes) in an unlimited aggregate principal amount; provided that if any such additional notes are not fungible with the notes initially offered hereby for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number (if any). We do not intend to list the notes on any securities exchange or any automated dealer quotation system. Except to the extent the context otherwise requires, we use the term “notes” in this prospectus to refer to each $1,000 capitalized principal amount of notes. We use the term “common stock” in this prospectus to refer to our common stock, par value $0.0001 per share. References in this prospectus to a “holder” or “holders” of notes that are held through The Depository Trust Company (“DTC”) are references to owners of beneficial interests in such notes, unless the context otherwise requires. However, we and the trustee will treat the person in whose name the notes are registered (Cede & Co., in the case of notes held through DTC) as the owner of such notes for all purposes. References herein to the “close of business” refer to 5:00 p.m., New York City time, and to the “open of business” refer to 9:00 a.m., New York City time. Unless the context otherwise requires, any reference to accrued interest on, or in respect of, any note that has not been paid or capitalized shall be deemed to refer to the amount of such interest that would have accrued as of the relevant time at the applicable cash interest rate as if we had elected the cash method in respect of all of the relevant interest. Unless the context otherwise requires, any reference to the principal amount of any notes shall be deemed to refer to the capitalized principal amount of such notes at the relevant time.Securities Act Rules

Description of Notes. The notes were issued under an indenture Company will authorize the issue and sale of (the “indenture”), dated April 7, 2022, between us and Wilmington Trust, National Association, as trustee (the “trustee”). A copy of the indenture is filed as an exhibit to the registration statement of which this prospectus forms a part. The terms of the notes include those expressly set forth a) $25,100,000 in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). You may request a copy of the indenture from us as described under “Where You Can Find More Information.” The following description is a summary of the material provisions of the notes and the indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the notes and the indenture, including the definitions of certain terms used in the indenture. We urge you to read these documents because they, and not this description, define your rights as a holder of the notes. For purposes of this description, references to “we,” “our” and “us” refer only to Eos Energy Enterprises, Inc. and not to its subsidiaries. The notes: ● are our general unsecured, senior obligations; ● were initially issued in an aggregate principal amount of its 14.0% Senior Subordinated Notes due July 31, 2012 to be dated the Closing Date (the “Original Notes”), (b) $100,000,000; ● accrue 10,000,000 in aggregate principal amount of its 17.0% Senior Subordinated Notes due July 31, 2012 to be dated the Ninth Amendment Effective Date (the “Sponsor Notes”), (c) up to $2,500,000 in aggregate principal amount of its 17.0% Senior Subordinated Notes due July 31, 2012 to be dated after the Ninth Amendment Effective Date pursuant to the Capital Call Agreement and issued to the Sponsor Purchasers (the “Capital Call Notes”) and (d) $125,000 in aggregate principal amount of its 17.0% Senior Subordinated Notes due July 31, 2012 to be dated on or after the Ninth Amendment Effective Date and issued to the Bonus Note Purchaser (the “Bonus Notes” and, collectively with the Original Notes, the Sponsor Notes and the Capital Call Notes, the “Notes”). The Original Notes (in the form attached hereto as Exhibit A) shall bear interest from the date of issuance (or Closing Date until the most recent Ninth Amendment Effective Date at the rates in effect immediately prior to the Ninth Amendment Effective Date and otherwise in accordance with the terms and conditions contained therein, and the Notes shall bear interest payment date, whichever is later), payable in cash from the Ninth Amendment Effective Date until the Maturity Date at the rate of 5.0017.0% per annum. In each case, such interest shall be computed on the basis of a year or of 360 days and twelve 30-day months and payable quarterly in kind at the rate of 6.00% per yeararrears on March 31st, at our electionJune 30th, on June 30 September 30th and December 30 of 31st (each, an “Interest Payment Date”) (commencing March 31, 2006). On each yearInterest Payment Date occurring during the period commencing on the Ninth Amendment Effective Date and continuing through December 31, as described below under “—Interest;” ● are subject to redemption at our option2010, in whole or in part, on or after June 30, 2024 if the last reported sale price of our common stock has been at least 130% entire amount of the conversion price then interest payable on the Notes shall be paid through an increase in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the capitalized principal amount of the notes Notes; provided, however, if during such period (a) the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be redeemedless than or equal to 2.50 to 1.00 and (b) the Fixed Charge Coverage Ratio, plus recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be higher than 1.10 to 1.00, interest payable on the Notes in the amount of twelve percent (12%) must be paid in cash and interest payable on the Notes in the amount of five percent (5%) may, at the Company’s option, be paid either (i) in cash or (ii) through an increase in the principal amount of the Notes. On each Interest Payment Date occurring on or after January 1, 2011 interest payable on the Notes in the amount of twelve percent (12%) must be paid in cash and interest payable on the Notes in the amount of five percent (5%) may, at the Company’s option, be paid either (i) in cash or (ii) through an increase in the principal amount of the Notes. At any accrued interest that has not been paid or capitalized to, but excludingtime after the Ninth Amendment Effective Date, the redemption date; ● are subject Company shall have the option, in its sole discretion, to repurchase pay the entire amount of the interest payable on the Notes on each Interest Payment Date, through an increase in the principal amount of the Notes, such interest to accrue at a rate of seventeen percent (17%) on the aggregate principal amount of the Notes. Any such increase in the principal amount of the Notes pursuant to this Section 1.1 shall be evidenced by us an amended and restated Note to the extent requested by any Purchaser, which request shall not be more frequently than annually. Notwithstanding the foregoing, the Company shall pay interest on the Notes in cash by wire transfer of immediately available funds to an account designated in writing by the holder (i) on each Interest Payment Date following the payment in full, and termination of all commitments to lend, of the Senior Debt and on the Maturity Date, and (ii) at the option of the Company, if permitted by the Senior Loan Documents, on each Interest Payment Date prior to the Senior Debt Maturity Date. Furthermore, on any Interest Payment Date, commencing with the first Interest Payment Date following the fifth anniversary of the Closing Date, if the aggregate amount which would be includible in income of the holders following a fundamental change of the Original Notes for periods ending on or before such Interest Payment Date (within the meaning of Section 163(i) of the Code) (the “Aggregate Accrual”) would exceed an amount equal to the sum of (x) the aggregate amount of interest to be paid (within the meaning of Section 163(i) of the Code) under the Original Notes on or before such Interest Payment Date (determined without regard to the amounts payable on such Interest Payment Date under this Section 1.1) and (y) the product of (a) the issue price (as defined below under in Sections 1273(b) and 1274(a) of the Code) of the Original Notes and (b) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of the Original Notes (such sum, the “—Fundamental Change Permits Holders to Require Us to Repurchase NotesMaximum Accrual”), at a fundamental change repurchase price then the Company shall pay to the holders of the Original Notes in cash an aggregate amount equal to 100% of the capitalized principal amount of the notes to be repurchased, plus any accrued interest that has not been paid or capitalized to, but excluding, the fundamental change repurchase date; ● mature on June 30, 2026, unless earlier converted, redeemed or repurchased; ● are issued in minimum denominations of $1.00 principal amount and integral multiples thereof; and ● are initially represented in certificated form but may, subject to certain conditions, be represented by one or more registered notes in global form. See “Book-Entry, Settlement and Clearance.” Subject to satisfaction of certain conditions, the notes may be converted at an initial conversion rate of 49.9910 shares of common stock per $1,000 capitalized principal amount of notes (equivalent to an initial conversion price of approximately $20.00 per share of common stock). The conversion rate is subject to adjustment if certain events occur. We will settle conversions of notes by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described under “—Conversion Rights—Settlement upon Conversion.” You will not receive any separate cash payment for interestexcess, if any, accrued and unpaid to of the conversion date except Aggregate Accrual over the Maximum Accrual; provided, that such payment is then permitted under the limited circumstances described belowSenior Credit Agreement. The indenture does not limit During the amount continuance of debt that may be issued by us or our subsidiaries under the indenture or otherwise. The indenture does not contain any financial covenants and will not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” and “—Consolidation, Merger and Sale an Event of Assets” belowDefault, the indenture does not contain any covenants or other provisions designed to afford holders of the notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeoverNotes will, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders. We may, without the consent of the holders, reopen the indenture for the notes and issue additional notes under the indenture with the same terms as the notes offered hereby (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional notes) in an unlimited aggregate principal amount; provided that if any such additional notes are not fungible with the notes initially offered hereby for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number (if any). We do not intend to list the notes on any securities exchange or any automated dealer quotation system. Except to the extent permitted by law, bear a default rate of interest (computed on the context otherwise requiresbasis of 360 days and twelve 30-day months) from the date of occurrence of such Event of Default at the rate of 2.0% per annum in excess of the then prevailing interest rate on the Notes at such time, we use payable in cash on demand and at maturity in full in cash (the term “notes” Default Rate”). The Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts set forth in Section 1 of this prospectus to refer to each $1,000 Agreement. The terms which are capitalized principal amount of notes. We use herein shall have the term “common stock” meanings set forth in this prospectus to refer to our common stock, par value $0.0001 per share. References in this prospectus to a “holder” or “holders” of notes that are held through The Depository Trust Company (“DTC”) are references to owners of beneficial interests in such notes, Annex A unless the context shall otherwise requires. However, we and the trustee will treat the person in whose name the notes are registered (Cede & Co., in the case of notes held through DTC) as the owner of such notes for all purposes. References herein to the “close of business” refer to 5:00 p.m., New York City time, and to the “open of business” refer to 9:00 a.m., New York City time. Unless the context otherwise requires, any reference to accrued interest on, or in respect of, any note that has not been paid or capitalized shall be deemed to refer to the amount of such interest that would have accrued as of the relevant time at the applicable cash interest rate as if we had elected the cash method in respect of all of the relevant interest. Unless the context otherwise requires, any reference to the principal amount of any notes shall be deemed to refer to the capitalized principal amount of such notes at the relevant timerequire.”

Description of Notes. (a) The notes were issued under an indenture Company has authorized the issuance, sale and delivery of $12,000,000 aggregate principal amount of its Senior Subordinated Notes (the “indenture”"Senior Subordinated Notes," which term includes each Senior Subordinated Note delivered pursuant to this Agreement and the other Note Purchase Agreements with the other purchasers named in Schedule I), dated April 7and the related issuance, 2022, between us sale and Wilmington Trust, National Association, as trustee delivery of its Deferred Additional Interest Notes (the “trustee”"Deferred Additional Interest Notes," which term includes each Deferred Additional Interest Note delivered pursuant to this Agreement and the other Note Purchase Agreements with the other purchasers named in Schedule I; together with the Senior Subordinated Notes, the "Notes"). A copy of The Senior Subordinated Notes and the indenture is filed as an exhibit Deferred Additional Interest Notes shall be offered and sold to you without being registered under the registration statement of which this prospectus forms a part. The terms of the notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Securities Act of 19391933, as amended (the “Trust Indenture "Securities Act”"), in reliance on the exemption therefrom provided by Section 4(2) thereof. You and the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in Section 11.1 unless the context shall otherwise require. (b) The Senior Subordinated Notes shall be dated the date of issue, shall bear interest on the unpaid portion of the principal amount thereof (subject to the last two sentences of Section 1.1(c) and to Section 6), from such date of issue (or from the date to which interest has been paid) until such unpaid portion of such principal amount shall have become due and payable (whether on the Senior Subordinated Note Repayment Date, by acceleration or otherwise). You may request a copy The rate of interest on the Senior Subordinated Notes shall be equal to the sum of the indenture from us as described under “Where You Can Find More Information.” The following description is a summary Senior Subordinated Interest Rate plus the Deferred Additional Interest Rate (interest payable on the Senior Subordinated Notes at the Deferred Additional Interest Rate, "Deferred Additional Interest"), and shall be payable (except for Deferred Additional Interest, which shall be accrued and added to the unpaid portion of the material provisions of the notes and the indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the notes and the indenture, including the definitions of certain terms used in the indenture. We urge you to read these documents because they, and not this description, define your rights as a holder of the notes. For purposes of this description, references to “we,” “our” and “us” refer only to Eos Energy Enterprises, Inc. and not to its subsidiaries. The notes: ● are our general unsecured, senior obligations; ● were initially issued in an aggregate principal amount of $100,000,000; ● accrue interest from the date related Deferred Additional Interest Notes, as provided in Section 1.1(c)) quarterly in arrears on the 31st day of issuance each July, October and January and the 30th day of each April in each year (or the most recent interest payment date, whichever next succeeding Business Day if such date is laternot a Business Day), commencing October 31, 1996 (or the next succeeding Business Day if such date is not a Business Day) (each an "Interest Payment Date"). Interest on the Senior Subordinated Notes shall be payable to the persons in cash whose names the Senior Subordinated Notes are registered five days prior to any such Interest Payment Date, until and including July 31, 2001 (unless the principal amount thereof has been prepaid in its entirety earlier in accordance herewith) and shall bear interest on overdue principal, on any overdue amounts arising out of a required or optional prepayment of principal and (to the extent not prohibited by applicable law) on any overdue installment of interest at the rate of 5.00% per year or in kind at the rate of 6.00% per year, at our election, on June 30 and December 30 of each year, as described below under “—Interest;” ● are subject to redemption at our option, in whole or in part, on or Overdue Rate after June 30, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the capitalized such amounts are due and payable, whether by acceleration or otherwise, until paid. The principal amount of the notes Senior Subordinated Notes shall be repaid in accordance with Section 1.2(a). (c) The Company shall, on each Interest Payment Date prior to the exchange of the Deferred Additional Interest Note issued in connection with such Senior Subordinated Note in its entirety for Equity Interests, in lieu of paying the Deferred Additional Interest, add such Deferred Additional Interest otherwise payable on such related Senior Subordinated Note on such Interest Payment Dates to the principal balance of such related Deferred Additional Interest Note (which such amount shall be redeemed, plus any accrued interest that has not been paid or capitalized to, but excludingtreated as principal for all purposes thereafter). After such an exchange, the redemption date; ● are subject to repurchase by us Deferred Additional Interest Rate shall no longer be payable on such Senior Subordinated Note and such Senior Subordinated Note shall bear interest at only the option of the holders following a fundamental change (as defined below under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes”), at a fundamental change repurchase price equal to 100% of the capitalized principal amount of the notes to be repurchased, plus any accrued interest that has not been paid or capitalized to, but excluding, the fundamental change repurchase date; ● mature on June 30, 2026, unless earlier converted, redeemed or repurchased; ● are issued in minimum denominations of $1.00 principal amount and integral multiples thereof; and ● are initially represented in certificated form but may, subject to certain conditions, be represented by one or more registered notes in global formSenior Subordinated Interest Rate. See “Book-Entry, Settlement and Clearance.” Subject to satisfaction of certain conditions, the notes may be converted at an initial conversion rate of 49.9910 shares of common stock per $1,000 capitalized principal amount of notes (equivalent to an initial conversion price of approximately $20.00 per share of common stock). The conversion rate is subject to adjustment if certain events occur. We will settle conversions of notes by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described under “—Conversion Rights—Settlement upon Conversion.” You will not receive any separate cash payment for interest, if any, accrued and unpaid Notwithstanding anything to the conversion date except under contrary contained in this Agreement or the limited circumstances described below. The indenture does not limit Notes, upon a partial exchange other than on an Interest Payment Date of any Deferred Additional Interest Notes pursuant to Section 6.2, 6.3, 6.4 or 6.5, for purposes of calculating the amount of debt that may Deferred Additional Interest to be issued by us or our subsidiaries under the indenture or otherwise. The indenture does not contain any financial covenants and will not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” and “—Consolidation, Merger and Sale of Assets” below, the indenture does not contain any covenants or other provisions designed to afford holders of the notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders. We may, without the consent of the holders, reopen the indenture for the notes and issue additional notes under the indenture with the same terms as the notes offered hereby (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional notes) in an unlimited aggregate principal amount; provided that if any such additional notes are not fungible with the notes initially offered hereby for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number (if any). We do not intend to list the notes on any securities exchange or any automated dealer quotation system. Except to the extent the context otherwise requires, we use the term “notes” in this prospectus to refer to each $1,000 capitalized principal amount of notes. We use the term “common stock” in this prospectus to refer to our common stock, par value $0.0001 per share. References in this prospectus to a “holder” or “holders” of notes that are held through The Depository Trust Company (“DTC”) are references to owners of beneficial interests in such notes, unless the context otherwise requires. However, we and the trustee will treat the person in whose name the notes are registered (Cede & Co., in the case of notes held through DTC) as the owner of such notes for all purposes. References herein to the “close of business” refer to 5:00 p.m., New York City time, and to the “open of business” refer to 9:00 a.m., New York City time. Unless the context otherwise requires, any reference to accrued interest on, or in respect of, any note that has not been paid or capitalized shall be deemed to refer to the amount of such interest that would have accrued as of the relevant time at the applicable cash interest rate as if we had elected the cash method in respect of all of the relevant interest. Unless the context otherwise requires, any reference added to the principal amount of any notes the New PAR Note, the New TAG Note, the New NQPO Note or (in the case of Section 6.5) the unredeemed portion of the Deferred Additional Interest Note on the Interest Payment Date immediately following the date of such exchange, the exchange shall be deemed to refer have been effected on the Interest Payment Date immediately preceding the date of such exchange. (d) The Deferred Additional Interest Notes shall be dated the date of issue, shall bear interest on the unpaid portion of the principal amount thereof (which principal amount shall include any Deferred Additional Interest added to such principal amount pursuant to Section 1.1(c) and Deferred Additional Interest Note Interest added to such principal amount pursuant to this Section 1.1(d)) from such date of issue (or from the date Deferred Additional Interest Note Interest has been added to the capitalized principal amount balance of the Deferred Additional Interest Notes (as provided below)) until the earlier of the Deferred Additional Interest Note Repayment Date or the exchange of such notes Deferred Additional Interest Notes for Equity Interests in their entirety pursuant to Section 6, at the relevant time.Deferred Additional Interest Rate quarterly in arrears on the Interest Payment Dates, which interest, in lieu of being paid in cash, shall be added to the principal balance of the Deferred Additional Interest Notes (which such amount shall be treated as principal for all purposes thereafter) (such interest when added to the principal balance of the Deferred Additional Interest Notes,