NOVUS CAPITAL CORPORATION IIBusiness Combination Agreement • January 24th, 2022
Contract Type FiledJanuary 24th, 2022Novus Capital Corporation II, a Delaware corporation (“Novus”), NCCII Merger Corp., a wholly- owned subsidiary of Novus incorporated in the State of Delaware (“Merger Sub”), and Energy Vault, Inc., a Delaware corporation (“Energy Vault”), have entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) pursuant to which Merger Sub will merge with and into Energy Vault, with Energy Vault surviving the merger and becoming a wholly-owned direct subsidiary of Novus (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). At the closing of the Business Combination, each of the then issued and outstanding shares of Energy Vault common stock (including each share of Energy Vault preferred stock that will be converted into shares of Energy Vault common stock immediately prior to such closing) will be cancelled and automatically convert into the right to receive the number of share