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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-39982

___________________________________

ENERGY VAULT HOLDINGS, INC.

___________________________________

(Exact name of registrant as specified in its charter)

Delaware	85-3230987
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4165 East Thousand Oaks Blvd., Suite 100<br><br>Westlake Village, California	91362
(Address of Principal Executive Offices)	(Zip Code)

(805) 852-0000

Registrant’s telephone number, including area code

___________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NRGV	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x

The registrant had 167,790,003, shares of common stock, par value $0.0001 per share, outstanding as of November 7, 2025.

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TABLE OF CONTENTS

	Page
Cautionary Note Regarding Forward-Looking Statements	3
Part I - Financial Information
Item 1. Financial Statements	5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3. Quantitative and Qualitative Disclosures About Market Risk	55
Item 4. Controls and Procedures	56
Part II - Other Information	57
Item 1. Legal Proceedings	57
Item 1A. Risk Factors	57
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3. Defaults Upon Senior Securities	57
Item 4. Mine Safety Disclosures	57
Item 5. Other Information	57
Item 6. Exhibits	58
Signatures	60

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond our control and may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•changes in our strategy, expansion plans, customer opportunities, future operations, future financial position, estimated revenues and losses, projected costs, prospects and plans;

•the implementation, market acceptance and success of our business model and growth strategy;

•our ability to develop and maintain our brand and reputation;

•developments and projections relating to our business, our competitors, and industry;

•the impact of macroeconomic uncertainty, including with respect to uncertainty about the future relationship between the United States and other countries with respect to trade policies and tariffs;

•changes in tax laws and government regulations and the impact of those changes on us, including as a result of the One Big Beautiful Bill Act (“OBBBA”) and its changes to the U.S. tax code and the clean-energy tax credits established under the Inflation Reduction Act of 2022 (“IRA”);

•investment in development projects that may not achieve commercial operations in our predicted timeframe or at all;

•our efforts to diversify our supply chain to lessen the impact of tariffs;

•our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”);

•our future capital requirements and sources and uses of cash;

•the international nature of our operations and the impact of war or other hostilities on our business and global markets;

•our ability to obtain funding for our operations and future growth; and

•our business, expansion plans and opportunities, including our expansion into owned and operated projects..

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in our 2024 Annual Report on Form 10-K and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Additionally, our discussions of environmental, social, and governance (“ESG”) assessments, goals and relevant issues herein or in other locations, including our corporate website, are informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. References to “materiality” in the context of such discussions and any related assessment of ESG “materiality” may differ from the definition of “materiality” under the federal securities laws for SEC reporting purposes. Furthermore, much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, we note that standards and expectations regarding greenhouse gas (“GHG”) accounting and the process for measuring and counting GHG emissions and GHG emissions

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reductions are evolving, and it is possible that our approaches both to measuring our emissions and any reductions may be at some point, either currently or in the future, considered not in keeping with best practices. In addition, our disclosures based on any standards may change due to revisions in framework requirements, availability or quality of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. Any forward-looking statements only speak as of the date of this document, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

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Part I-Financial Information

Item 1. Financial Statements

ENERGY VAULT HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands except par value)

	September 30,<br>2025		December 31,<br>2024
Assets
Current Assets
Cash and cash equivalents	$	32,696	$	27,091
Restricted cash, current portion	2,509		990
Accounts receivable, net of allowance for credit losses of $1,196 and $1,211 as of September 30, 2025 and December 31, 2024, respectively	2,234		14,565
Contract assets, net of allowance for credit losses of $25,054 and $25,030 as of September 30, 2025 and December 31, 2024, respectively	7,758		6,798
Inventory	7,028		107
Customer financing receivable, current portion, net of allowance for credit losses of $3,068 and $2,352 as of September 30, 2025 and December 31, 2024, respectively	1,432		2,148
Advances to suppliers	42,970		10,678
Prepaid expenses and other current assets	6,616		6,528
Total current assets	103,243		68,905
Property and equipment, net	93,472		99,493
Intangible assets, net	6,287		4,538
Operating lease right-of-use assets	2,335		1,206
Customer financing receivable, long-term portion, net of allowance for credit losses of $4,754 and $3,645 as of September 30, 2025 and December 31, 2024, respectively	2,220		3,329
Investments, long-term portion	4,688		3,270
Restricted cash, long-term portion	26,723		1,992
Deferred income taxes	42,214		—
Other assets	701		1,156
Total Assets	$	281,883	$	183,889
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	35,996	$	20,250
Accrued expenses	35,708		24,968
Debt, current portion (including $18,624 measured at fair value)	28,610		—
Contract liabilities	63,599		8,938
Other current liabilities	529		499
Total current liabilities	164,442		54,655
Long-term debt (including $10,476 measured at fair value)	31,562		—
Deferred pension obligation	2,214		2,044
Other long-term liabilities	3,116		934
Total liabilities	201,334		57,633
Commitments and contingencies
Stockholders’ Equity
Preferred stock, $0.0001 par value; 5,000 shares authorized, none issued	—		—
Common stock, $0.0001 par value; 500,000 shares authorized, 166,645 and 153,206 issued and outstanding at September 30, 2025 and December 31, 2024, respectively	17		15
Additional paid-in capital	549,129		512,022
Accumulated deficit	(466,702)		(383,822)
Accumulated other comprehensive loss	(1,866)		(1,896)
Non-controlling interest	(29)		(63)
Total stockholders’ equity	80,549		126,256
Total Liabilities and Stockholders’ Equity	$	281,883	$	183,889

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ENERGY VAULT HOLDINGS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	33,319	$	1,199	$	50,365	$	12,728
Cost of revenue	24,309		716		33,963		9,128
Gross profit	9,010		483		16,402		3,600
Operating expenses:
Sales and marketing	3,210		4,347		10,516		13,378
Research and development	3,362		5,704		11,260		19,621
General and administrative	19,803		15,409		56,422		46,598
Provision for (benefit from) credit losses	(80)		1,861		3,752		2,214
Depreciation, amortization, and accretion (excluding amounts included in cost of revenue)	298		251		1,076		825
Loss (gain) on impairment and sale of long-lived assets	—		(14)		—		551
Total operating expenses	26,593		27,558		83,026		83,187
Loss from operations	(17,583)		(27,075)		(66,624)		(79,587)
Other income (expense):
Interest expense	(2,781)		(43)		(5,392)		(89)
Interest income	204		1,439		831		5,011
Other income (expense), net	(1,124)		(937)		(3,749)		711
Loss before income taxes	(21,284)		(26,616)		(74,934)		(73,954)
Provision for income taxes	5,535		—		7,991		—
Net loss	(26,819)		(26,616)		(82,925)		(73,954)
Net loss attributable to non-controlling interest	(2)		(23)		(45)		(34)
Net loss attributable to Energy Vault Holdings, Inc.	$	(26,817)	$	(26,593)	$	(82,880)	$	(73,920)
Net loss per share attributable to Energy Vault Holdings, Inc. — basic and diluted	$	(0.16)	$	(0.18)	$	(0.52)	$	(0.50)
Weighted average shares outstanding — basic and diluted	163,329		150,812		158,023		148,998
Other comprehensive income (loss) — net of tax
Actuarial gain (loss) on pension	$	(114)	$	(187)	$	121	$	(415)
Foreign currency translation gain (loss)	148		109		(91)		246
Total other comprehensive income (loss) attributable to Energy Vault Holdings, Inc.	34		(78)		30		(169)
Total comprehensive loss attributable to Energy Vault Holdings, Inc.	$	(26,783)	$	(26,671)	$	(82,850)	$	(74,089)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ENERGY VAULT HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands)

	Three Months Ended September 30, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non-Controlling Interest		Total Stockholders’ Equity
	Shares	Amount
Balance at June 30, 2025	160,689	$	16	$	532,095	$	(439,885)	$	(1,900)	$	(27)	$	90,299
Exercise of stock options	56	—		45		—		—				45
Stock-based compensation	—	—		8,998		—		—		—		8,998
Vesting of restricted stock units (“RSUs”)	2,050	—		—		—		—		—		—
Shares issued per equity purchase agreement	3,850	1		6,838		—		—		—		6,839
Issuance of warrants	—	—		1,153		—		—		—		1,153
Net loss	—	—		—		(26,817)		—		(2)		(26,819)
Actuarial loss on pension	—	—		—		—		(114)		—		(114)
Foreign currency translation gain	—	—		—		—		148		—		148
Balance at September 30, 2025	166,645	$	17	$	549,129	$	(466,702)	$	(1,866)	$	(29)	$	80,549			Three Months Ended September 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total Stockholders’ Equity
	Shares	Amount
Balance at June 30, 2024	150,136	$	15	$	492,459	$	(295,399)	$	(1,512)	$	(11)	$	195,552
Stock-based compensation	—	—		10,248		—		—		—		10,248
Vesting of RSUs	1,406	—		—		—		—		—		—
Net loss	—	—		—		(26,593)		—		(23)		(26,616)
Actuarial loss on pension	—	—		—		—		(187)		—		(187)
Foreign currency translation gain	—	—		—		—		109		—		109
Balance at September 30, 2024	151,542	$	15	$	502,707	$	(321,992)	$	(1,590)	$	(34)	$	179,106

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ENERGY VAULT HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Continued)

(Unaudited)

(In thousands)

	Nine Months Ended September 30, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2024	153,206	$	15	$	512,022	$	(383,822)	$	(1,896)	$	(63)	$	126,256
Exercise of stock options	59	—		47		—		—		—		47
Stock-based compensation	—	—		27,258		—		—		—		27,258
Vesting of RSUs	7,228	1		—		—		—		—		1
Shares issued per equity purchase agreement	6,152	1		8,704		—		—		—		8,705
Issuance of warrants	—	—		1,153		—		—		—		1,153
Net loss	—	—		—		(82,880)		—		(45)		(82,925)
Short-swing profit recovery	—	—		24		—		—		—		24
Actuarial gain on pension	—	—		—		—		121		—		121
Foreign currency translation loss	—	—		—		—		(91)		—		(91)
Reallocation of non-controlling interest due to forfeiture	—	—		(79)		—		—		79		—
Balance at September 30, 2025	166,645	$	17	$	549,129	$	(466,702)	$	(1,866)	$	(29)	$	80,549			Nine Months Ended September 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2023	146,577	$	15	$	473,271	$	(248,072)	$	(1,421)	$	—	$	223,793
Stock-based compensation	—	—		29,436		—		—		—		29,436
Vesting of RSUs	4,965	—		—		—		—		—		—
Net loss	—	—		—		(73,920)		—		(34)		(73,954)
Actuarial loss on pension	—	—		—		—		(415)		—		(415)
Foreign currency translation gain	—	—		—		—		246		—		246
Balance at September 30, 2024	151,542	$	15	$	502,707	$	(321,992)	$	(1,590)	$	(34)	$	179,106

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ENERGY VAULT HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Nine Months Ended September 30,
	2025		2024
Cash Flows From Operating Activities
Net loss	$	(82,925)	$	(73,954)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, amortization, and accretion	2,263		825
Non-cash debt and financing costs	2,682		—
Loss on debt extinguishment	1,412		—
Non-cash interest income	(364)		(1,159)
Stock-based compensation	28,411		29,436
Loss on impairment and sale of long-lived assets	—		551
Change in derivative asset	—		820
Provision for credit losses	3,752		2,214
Non-cash expenses related to equity purchase agreement	1,857		—
Deferred income taxes	5,561		—
Foreign exchange losses	732		301
Change in operating assets and liabilities
Accounts receivable	12,369		26,078
Inventory	(6,695)		308
Contract assets	(754)		56,880
Prepaid expenses and other current assets	(2,959)		4,474
Advances to suppliers	(40,402)		(13,614)
Other assets	(1,838)		(1,113)
Accounts payable and accrued expenses	24,575		(55,524)
Contract liabilities	53,550		3,486
Other long-term liabilities	(306)		(1,049)
Net cash provided by (used in) operating activities	921		(21,040)
Cash Flows From Investing Activities
Purchase of property and equipment	(30,650)		(48,306)
Investment in note receivable	(2,142)		—
Proceeds from sale of property and equipment	—		221
Net cash used in investing activities	(32,792)		(48,085)
Cash Flows From Financing Activities
Proceeds from issuance of debt	117,200		—
Repayment of debt	(51,519)		—
Payment of debt issuance costs	(9,604)		—
Proceeds from insurance premium financings	2,585		2,745
Repayment of insurance premium financings	(2,059)		(1,567)
Proceeds from issuance of stock	6,849		—
Short-swing profit recovery	24		—
Proceeds from exercise of stock options	47		—
Payment of finance lease obligations	(94)		(205)
Payment of taxes related to net settlement of equity awards	—		(408)
Net cash provided by financing activities	63,429		565
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	297		689
Net increase (decrease) in cash, cash equivalents, and restricted cash	31,855		(67,871)
Cash, cash equivalents, and restricted cash  –  beginning of the period	30,073		145,555
Cash, cash equivalents, and restricted cash –  end of the period	61,928		77,684
Less: restricted cash at end of period	29,232		26,560
Cash and cash equivalents - end of period	$	32,696	$	51,124
ENERGY VAULT HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited)
(In thousands)
	Nine Months Ended September 30,
	2025		2024
Supplemental Disclosures of Cash Flow Information:
Cash paid for income taxes	$	696	$	51
Cash paid for interest	2,035		89
Supplemental Disclosures of Non-Cash Investing and Financing Information:
Actuarial gain (loss) on pension	121		(415)
Property and equipment financed through accounts payable and accrued expenses	37		7,946
Assets acquired on finance lease	87		120

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Energy Vault Holdings, Inc., which together with its subsidiaries is referred to herein as “Energy Vault” or the “Company,” provides a diverse technology portfolio of turnkey energy storage platforms, including proprietary gravity, battery, and green hydrogen energy storage hardware technologies, supported by our technology-agnostic energy management system software and integration platform. In 2024, we began a multi-year transition from providing this technology portfolio solely to third parties through a build-and-transfer model or licensing model, to also taking an ownership interest in energy storage assets in select attractive markets.

We incorporate a customer-centric, solutions-based approach toward helping utilities, independent power producers, and large industrial energy users reduce their energy costs while maintaining power reliability. As the global demand for electricity increases and the world transitions to an economy powered by increasingly intermittent renewable energy such as solar and wind, the ability to provide clean, reliable, and affordable electricity to a growing global population will depend heavily on the ability to store and distribute energy at appropriate times. We are striving to create a world powered by renewable resources so that everyone will have access to clean, reliable, sustainable, and affordable energy. The Company’s mission is to provide energy storage solutions to accelerate the global transition to renewable energy.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024. The condensed consolidated balance sheet as of December 31, 2024, included herein, was derived from the consolidated financial statements of the Company as of that date.

These unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary to present fairly the Company’s financial position as of September 30, 2025, results of operations, comprehensive loss, and stockholders’ equity activities for the three and nine months ended September 30, 2025, and cash flows for the nine months ended September 30, 2025. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any interim period or for any other future year.

Principles of Consolidation

These unaudited interim condensed consolidated financial statements include Energy Vault Holdings, Inc., its wholly owned subsidiaries, and a majority owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Non-controlling interest

In May 2024, the Company’s consolidated subsidiary, Cetus Energy, Inc. (“Cetus”), issued a share-based payment award to an employee of Cetus, representing a non-controlling interest. A non-controlling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. The Company includes non-controlling interest as a component of stockholders’ equity on the Company’s condensed consolidated balance sheets.

During the second quarter of 2025, the Cetus employee that received a share-based payment award was terminated, and the employee forfeited their unvested shares.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed consolidated financial statements, in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited interim condensed consolidated financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. Estimates made by management include, among others, revenue recognition, debt measured at fair value, provision for credit losses, warranty accruals, and stock-based compensation. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations.

Liquidity

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the normal course of business.

Since our inception in October 2017, we have incurred significant net losses and have used significant cash in our business. As of September 30, 2025 and December 31, 2024, we had accumulated deficits of $466.7 million and $383.8 million, respectively, and net losses of $82.9 million and $73.9 million, respectively, for the nine months ended September 30, 2025 and 2024. We anticipate that we will incur net losses for the foreseeable future and there is no guarantee that we will achieve or maintain profitability.

The assessment of liquidity requires management to make estimates of future activity and judgments about whether the Company can meet its obligations and have adequate liquidity to operate. Significant inputs to the Company’s liquidity analysis include:

•$19.4 million in net proceeds from the issuance of a second tranche of Convertible Debentures. Refer to Note 9, Debt, for further details on the Convertible Debentures.

•$40.6 million in estimated proceeds from the sale of investment tax credits pursuant to a Tax Credit Transfer Commitment. Refer to Note 19, Commitments and Contingencies, for further details on this transaction.

•$45.4 million in investor contributions pursuant to the Asset Vault contribution and purchase agreement. Refer to Note 20, Subsequent Events, for further details on this transaction.

Management believes that its cash, cash equivalents, and restricted cash on hand as of the filing date of this Quarterly Report, along with the actions which can be taken subsequent to September 30, 2025 as discussed above, will be sufficient to fund our operating activities for at least the next twelve months. The condensed consolidated financial statements do not reflect any adjustments that would be necessary if we become unable to continue as a going concern.

Restricted Cash

Restricted cash primarily consists of cash deposits held in segregated accounts as collateral for certain debt financing requirements and for guarantees and bonds issued in connection with our customer projects. Under the terms of our senior notes, cash proceeds are restricted until pre-agreed milestones are achieved.

Additionally, our contractual arrangements with customers often require us to issue letters of credit, bank guarantees, and performance and payment bonds to secure our performance under those contracts. To collateralize these instruments, we deposit cash in restricted accounts that cannot be used for general corporate purposes until the underlying obligations are settled or the guarantees expire.

The following table summarizes restricted cash balances (amounts in thousands):

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

	September 30,<br>2025		December 31,<br>2024
Restricted cash, current portion	$	2,509	$	990
Restricted cash, long-term portion	26,723		1,992
Total restricted cash	$	29,232	$	2,982
Restricted cash related to debt financing	$	9,464	$	—
Restricted cash related to customer projects	17,259		2,982
Other	2,509		—
Total restricted cash	$	29,232	$	2,982

Inventory

Inventory consists of raw materials and components, including battery modules, inverters, transformers, and spare parts, to be used in battery energy storage projects under customer contracts.

Concentration of Credit and Other Risks

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, and customer financings receivable.

Risks associated with cash and cash equivalents and restricted cash are mitigated by banking with creditworthy institutions. Such balances with any one institution may, at times, be in excess of federally insured amounts.

As of September 30, 2025, four customers accounted for 34%, 30%, 23% and 13% of accounts receivable, respectively. As of December 31, 2024, one customer accounted for 100% of accounts receivable.

As of September 30, 2025 and December 31, 2024, one customer accounted for 100% of the customer financing receivable.

Revenue from two customers accounted for 70% and 23% of total revenue, respectively, for the three months ended September 30, 2025 and revenue from two customers accounted for 64% and 15% of total revenue, respectively, for the nine months ended September 30, 2025. Revenue from two customers accounted for 51% and 35% of total revenue, respectively, for the three months ended September 30, 2024 and revenue from two customers accounted for 59% and 38% of total revenue, respectively, for the nine months ended September 30, 2024.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are discussed in Note 2 of the notes to the consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on April 1, 2025. There have not been any significant changes to these policies other than as described below during the nine months ended September 30, 2025.

Revenue from Tolling and Power Purchase Agreements (“PPA”)

The Company generates revenue from the sale of energy, capacity and related services from Company-owned energy storage systems through tolling arrangements and long-term power purchase agreements. Each arrangement is evaluated to determine whether it is accounted for as (i) a lease under Accounting Standard Codification (“ASC”) 842 (when the counterparty obtains the right to control the use of an identified storage asset and substantially all of its economic benefits) or (ii) a customer contract under ASC 606 (when the Company retains control of the asset and provides energy, capacity and/or market participation services to the customer). As of September 30, 2025, two energy storage systems were operating commercially: one accounted for as an operating lease under ASC 842 and one accounted for as a customer contract under ASC 606.

Arrangements Accounted for under ASC 606

For the arrangement accounted for under ASC 606, the Company’s performance obligation includes a stand-ready obligation to provide capacity/dispatch availability and, in some cases, delivery of energy and ancillary services. Stand-ready capacity services represent a single series of distinct services satisfied over time. Fixed consideration is recognized on a straight-line basis over the contract term, as this pattern depicts the transfer of the stand-ready service. Variable consideration is recognized in the period the underlying energy is delivered.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Arrangements Accounted for under ASC 842

For the arrangement accounted for as a lease, fixed consideration is recognized as operating lease revenue on a straight-line basis over the lease term and variable lease payments are recognized in the period the underlying energy is delivered. The agreement is accounted for as a lease because the customer (the “lessee”) has the right to obtain substantially all of the economic benefits from the use of the energy storage system and has the right to direct its use throughout the agreement's term. The lease term is ten years from the commercial operation date, which was May 31, 2025. The Company has elected the practical expedient in ASC 842-10-15-42A not to separate nonlease components from the associated lease component. The significant nonlease component combined with the lease component consists of operation and maintenance services for the energy storage system.

Under the tolling agreement, the Company, as lessor, is entitled to receive monthly lease payments based on a contractual floor amount (the “Monthly Floor”), which is subject to reduction each month based on the availability and round-trip efficiency of the energy storage system (the “Effective Monthly Floor”). Lease income is recognized monthly based on a straight-line allocation of the Monthly Floor over the term of the contract, to the extent it represents fixed or in-substance fixed consideration. Any difference between the recognized lease income and the Effective Monthly Floor earned in a given period is recorded as an adjustment to lease income in that period.

At the end of each contract year, if cumulative lease payments received during the year are less than the sum of the twelve Effective Monthly Floors, the lessee is required to make a true-up payment for the shortfall. The Company is also entitled to variable lease payments equal to a specified percentage of the net market revenue generated by the lessee that exceeds the cumulative Effective Monthly Floors for that contract year.

The lease does not contain an option for the lessee to extend the term or purchase the asset. The agreement may be terminated early by either party under certain conditions, including for prolonged force majeure events, or by the non-defaulting party upon an event of default.

The aggregate remaining Monthly Floor payments as of September 30, 2025 presented in the table below do not reflect potential reductions due to performance-based adjustments that may occur throughout the contract term (amounts in thousands) (1):

2025		2026		2027		2028		2029		Thereafter		Total
$	1,197	$	4,788	$	4,788	$	4,788	$	4,788	$	22,914	$	43,263

__________________

(1) The table reflects contractual Monthly Floor payments due under the lease agreement for each fiscal year. These amounts represent the stated floor amounts prior to any performance-based adjustments. Actual lease payments may be lower in any given period based on the lessee’s achievement of availability and round-trip efficiency thresholds. Additionally, the timing of cash receipts within a year may vary, as monthly payments are dependent on the lessee's net market revenue. Pursuant to the agreement, if cumulative lease payments for the contract year are less than the aggregate Effective Monthly Floors earned, the lessee is required to pay the shortfall to the Company in an annual true-up following the end of each contract year in May.

Investment Tax Credits (“ITCs”)

The Company accounts for nonrefundable, transferable ITCs in accordance with ASC 740 and has elected the deferral method to recognize the benefit of those credits. Under this method, an ITC is generated when the qualified asset is placed in service, which is the date in which the qualified asset is ready and available for its intended use.

Upon generation of the ITC, the Company reduces the carrying amount of the related asset and records a deferred tax asset for the full statutory credit amount. The deferred tax asset is evaluated for realizability and an offsetting valuation allowance is recorded as necessary to reduce the deferred tax asset to its expected realizable value.

The deferred benefit from the ITC is recognized as a reduction to depreciation expense over the related asset’s useful life. Subsequent changes in the estimated realizable value of the ITCs, or changes in deferred tax assets or liabilities related to those credits, are recorded in income tax expense in the period of change.

The Company expects to monetize its nonrefundable, transferable ITCs through one or more sales to third-party buyers. Upon a sale, any difference between the proceeds of such sale and the carrying amount of the deferred tax asset is recorded in income tax expense.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Debt - Fair Value Option

The Company accounted for a financing arrangement, as described in Note 9, Debt, under the fair value option election pursuant to ASC 825. ASC 825 provides for the fair value option election, to the extent not otherwise prohibited by ASC 825, to be afforded to financial instruments, wherein bifurcation of an embedded derivative is not necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Period-to-period changes in fair value are recognized in the condensed consolidated statements of operations and comprehensive loss. Direct issuance costs and fees related to debt measured at fair value are expensed as incurred in the condensed consolidated statements of operations and comprehensive loss and are not deferred.

Recent Accounting Standards Issued, But Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures to expand the disclosure requirements for income taxes. Upon adoption we will be required to disclose additional specified categories in the rate reconciliation in both percentage and dollar amounts. We will also be required to disclose the amount of income taxes paid disaggregated by jurisdiction, among other disclosure requirements. The standard is effective for the 2025 annual period and can be applied either prospectively or retrospectively. We are currently evaluating this ASU would have on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses. The ASU requires the disclosure of additional information about specific costs and expense categories in the notes to the consolidated financial statements. The standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The standard should be applied on a prospective basis with the option to apply the standard retrospectively. We are currently evaluating this ASU would have on our consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU addresses the complexity and cost associated with estimating expected credit losses for current accounts receivable and current contract assets that arise from revenue contracts under ASC 606. The main provision applicable to all entities is a new practical expedient which, if elected, permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim periods within those years. Early adoption is permitted. The guidance is to be applied prospectively upon adoption. We are currently evaluating the impact that electing the practical expedient in this ASU would have on our consolidated financial statements and related disclosures.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 3. REVENUE RECOGNITION

The Company recognized revenue for the product and service categories as follows for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Sale of energy storage products	$	31,749	$	811	$	44,351	$	11,494
Tolling and PPA revenue (1)	1,118		—		1,508		—
Operation and maintenance services	302		273		855		818
Software licensing	136		115		368		301
Intellectual property (“IP”) licensing	14		—		3,283		115
Total revenue	$	33,319	$	1,199	$	50,365	$	12,728

__________________

(1) Revenue from the arrangement accounted for as an operating lease was $0.7 million and $1.1 million for the three and nine months ended September 30, 2025.

Remaining Performance Obligations

Remaining performance obligations represent the amount of unearned transaction prices under contracts for which work is wholly or partially unperformed. As of September 30, 2025, the amount of the Company’s remaining performance obligations was $280.0 million. The Company expects to recognize approximately 70% of the remaining performance obligations as revenue over the next 12 months and the remainder more than 12 months from September 30, 2025.

Contract Balances

The following table provides information about contract assets and contract liabilities from contracts with customers (amounts in thousands):

	September 30,<br>2025		December 31,<br>2024
Refundable contribution	$	25,000	$	25,000
Unbilled receivables	7,812		6,828
Less allowance for credit losses	(25,054)		(25,030)
Contract assets, net of allowance for credit losses	$	7,758	$	6,798
Contract liabilities	$	63,599	$	8,938

Contract assets consist of a refundable contribution and unbilled receivables. The refundable contribution was initially payable to the Company upon the customer’s first gravity energy storage system achieving substantial completion, subject to potential downward adjustment for liquidated damages if specified performance metrics were not met. In 2024, the customer agreed to remove the substantial completion condition and committed to repay the refundable contribution in the second half of 2024. However, the customer did not remit payment, and during 2024 the Company increased its allowance for credit losses to fully reserve this receivable. The Company is continuing to engage with the customer and is actively pursuing collection efforts.

Unbilled receivables represent the estimated value of unbilled work for projects with performance obligations recognized over time.

Contract liabilities consist of deferred revenue. Under certain contracts, the Company may be entitled to invoice the customer and receive payments in advance of performing the related contract work. In those instances, the Company recognizes a liability for advance billings in excess of revenue recognized, which is referred to as deferred revenue. Deferred revenue is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. For the three and nine months ended September 30, 2025, the Company recognized revenue of $0.1 million and $8.3 million, respectively, and for the three and nine months ended September 30, 2024, the Company recognized revenue of $40 thousand and $1.1 million, respectively, related to amounts that were included in the deferred revenue balance as of the beginning of each period.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 4. INVESTMENTS

The following table provides a reconciliation of investments to the Company’s condensed consolidated balance sheets (amounts in thousands):

	September 30, 2025				December 31, 2024
	Current		Long-Term		Current (2)		Long-Term
Investment in equity securities	$	—	$	3,270	$	—	$	3,270
Convertible note receivable (1)	—		1,418		2,622		—
Other note receivable	—		—		311		—
	$	—	$	4,688	$	2,933	$	3,270

__________________

(1) The balance is shown net of allowance for credit losses. Refer to Note 5, Allowance for credit losses, for further information.

(2) Presented within prepaid and other current assets on the condensed consolidated balance sheet.

Investment in Equity Securities

In 2022 and 2023, the Company purchased equity securities in KORE Power, Inc. (“KORE”), a U.S. manufacturer of battery cells and modules. These equity securities do not have a readily determinable fair value and are recorded at cost, less any impairment, plus or minus adjustments for observable price changes in orderly transactions for the same or similar securities, with unrealized gains and losses recognized in earnings. The cost basis of the KORE equity securities is $15.0 million, and cumulative impairment recorded as of September 30, 2025 and December 31, 2024 was $11.7 million.

Convertible Note Receivable

In October 2021, the Company entered into a convertible promissory note purchase agreement with DG Fuels, LLC (“DG Fuels”) and purchased a promissory note with a principal balance of $1.0 million (“DG Fuels Tranche 1 Note”). In April 2022, the Company purchased an additional promissory note from DG Fuels with a principal balance of $2.0 million. (“DG Fuels Tranche 2 Note”) (collectively, the “Convertible Note Receivable”).

The maturity date of the Convertible Note Receivable was the earlier of (i) 30 days after a demand for payment is made by the Company at any time after the two year anniversary of the date of issuance of the note; (ii) the four year anniversary of the date of issuance of the note; (iii) five days following a Financial Close (“Financial Close” means a project finance style closing by DG Fuels or its subsidiary of debt and equity capital to finance the construction of that certain biofuel facility currently under development by DG Fuels), or (iv) upon an event of default determined at the discretion of the Company. The Convertible Note Receivable has an annual interest rate of 10.0%. Per the conversion terms, the Company can convert the principal balance and unpaid accrued interest into equity securities of DG Fuels at a 20% discount.

In June 2025, the maturity date for the Convertible Note Receivable was amended to the earlier of (i) 30 days after demand for payment is made by the Company at any time after June 1, 2027, (ii) five days following a Financial Close, or (iii) upon an event of default determined at the discretion of the Company.

As of September 30, 2025, the Company has a $1.9 million allowance for credit losses on its Convertible Note Receivable, inclusive of related accrued interest. In the second quarter of 2025, upon notification that DG Fuels was experiencing financial difficulties, management concluded that the note and accrued interest were partially impaired.

Other Note Receivable

Between October 2024 and June 2025, the Company loaned AUD 3.9 million (or approximately $2.7 million) to Stoney Creek BESS Pty Ltd (“Stoney Creek”) to fund their development costs for a battery energy storage system (“BESS”) to be located in Narrabri, New South Wales, Australia (“Stoney Creek BESS”). On March 17, 2025, the Company entered into a share purchase agreement to acquire all of the outstanding shares of Stoney Creek from Enervest Utility Pty Ltd (“Enervest”). The acquisition closed on August 5, 2025, at which time the outstanding note receivable from Stoney Creek was settled and applied against the purchase price. See Note 7, Property and Equipment, net, for additional information.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 5. ALLOWANCE FOR CREDIT LOSSES

Activity in the allowance for credit losses was as follows for the nine months ended September 30, 2025 and 2024 (amounts in thousands):

	Nine Months Ended September 30, 2025
	Accounts Receivable		Contract Assets		Customer Financing Receivable		Notes Receivable		Total
Allowance for credit losses, beginning of period	$	1,211	$	25,030	$	5,997	$	—	$	32,238
Provision for (benefit from) credit losses	(15)		24		1,825		1,918		3,752
Allowance for credit losses, end of period	$	1,196	$	25,054	$	7,822	$	1,918	$	35,990			Nine Months Ended September 30, 2024
---	---	---	---	---	---	---	---	---	---	---
	Accounts Receivable		Contract Assets		Customer Financing Receivable		Notes Receivable		Total
Allowance for credit losses, beginning of period	$	69	$	1,113	$	1,332	$	—	$	2,514
Provision for credit losses	302		1,548		364		—		2,214
Write-offs	—		(256)		—		—		(256)
Allowance for credit losses, end of period	$	371	$	2,405	$	1,696	$	—	$	4,472

The Company estimates expected uncollectible amounts related to its accounts receivable, customer financing receivable, contract asset balances, and other notes receivable as of the end of each reporting period, and presents those financial asset balances net of an allowance for expected credit losses in the consolidated balance sheets. Due to the Company’s limited operating history, the Company generally utilizes a probability-of-default (“PD”) and loss-given-default (“LGD”) methodology to calculate the allowance for credit losses for each customer by type of financial asset. The Company derives its PD and LGD rates using historical rates for corporate bonds as published by Moody’s. The Company uses PD and LGD rates that correspond to the customer’s credit rating and period of time in which the financial asset is expected to remain outstanding.

For significantly past due receivables, such as the customer financing receivable and refundable contribution, or when counterparties are experiencing financial difficulties, the Company determines specific allowances for each receivable.

The amortized cost basis for the Company’s customer financing receivable was $11.5 million as of September 30, 2025 and December 31, 2024. Effective December 31, 2024, the Company placed the customer financing receivable on non-accrual status and discontinued the accrual of interest income due to the customer’s first two installment payments being past-due.

During the nine months ended September 30, 2025, the Company recorded a $1.9 million allowance for credit losses on its Convertible Note Receivable and related accrued interest from DG Fuels. In the second quarter of 2025, upon notification that DG Fuels was experiencing financial difficulties, management concluded that the note and accrued interest were partially impaired. This activity is reflected within the column, notes receivable, in the preceding table for the nine months ended September 30, 2025.

NOTE 6. RELATED PARTY TRANSACTIONS

During the three and nine months ended September 30, 2025, the Company paid $0.1 million and $0.6 million respectively, in marketing and sales costs to a company owned by an immediate family member of an officer of the Company. During the three and nine months ended September 30, 2024, the Company paid $0.2 million and $0.8 million, respectively. At September 30, 2025, the Company had $44 thousand in payables due to this related party. At December 31, 2024, the Company had $0.1 million in payables due to this related party.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 7. PROPERTY AND EQUIPMENT, NET

As of September 30, 2025 and December 31, 2024, property and equipment, net consisted of the following (amounts in thousands):

	September 30,<br>2025		December 31,<br>2024
Land	$	302	$	302
Buildings	774		774
Energy storage systems (1) (2)	50,196		—
Commercial demonstration unit (“CDU”) (3)	32,154		—
Machinery and equipment	11,944		11,584
Finance lease right-of-use assets – vehicles	199		185
Furniture and IT equipment	1,469		1,259
Leasehold improvements	126		71
Construction in progress	2,662		88,669
Total property and equipment	99,826		102,844
Less: accumulated depreciation and amortization	(6,354)		(3,351)
Property and equipment, net	$	93,472	$	99,493

__________________

(1) Consists of two energy storage systems with estimated useful lives of 10 and 20 years, respectively. One energy storage system is subject to an operating lease where the Company is the lessor. The Company has not estimated its salvage value as the Company intends to use the energy storage system for its entire useful life.

(2) The gross cost has been reduced by the estimated aggregate value of the statutory ITCs generated of $32.1 million.

(3) The CDU has an estimated useful life of five years and the gross cost has been reduced by the estimated value of the statutory ITC generated of $15.7 million.

During the nine months ended September 30, 2025, the Company placed into service its BESS in Snyder, Texas (“Cross Trails BESS”), its hybrid energy storage system in Calistoga, California (“CRC HESS”), and the CDU in Snyder, Texas.

The Company reclassified their carrying values, net of estimated ITCs, from construction in progress to energy storage systems and CDU in the preceding table.

On August 5, 2025, the Company acquired all of the outstanding shares of Stoney Creek pursuant to a Share Purchase Deed, dated March 17, 2025, to expand the Company’s portfolio of BESS projects in Australia. The acquisition provides the Company with project rights to a 125 MW/1,000 MWh BESS to be located in Narrabri, New South Wales, Australia.

The transaction was accounted for as an asset acquisition because the BESS development assets acquired do not constitute a business. In an asset acquisition, total consideration includes transaction costs, and is allocated to the acquired assets based on relative fair values. Because the Company effectively acquired a single asset group (BESS development assets), the total consideration was recorded to construction in progress within property and equipment, net. Total consideration was AUD 4.3 million (or approximately $2.9 million), comprised of (i) the settlement of the Company’s loan receivable and accrued interest due from Stoney Creek and (ii) transaction costs incurred to effect the acquisition.

Property and equipment depreciation and amortization expense was $1.2 million and $1.6 million for the three and nine months ended September 30, 2025, respectively, compared to $0.2 million and $0.6 million for the same periods in 2024. The increases reflect depreciation recognized after the Company placed its owned energy storage systems and the CDU into service during 2025.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 8. INTANGIBLE ASSETS, NET

Intangible assets are stated at amortized cost and consist of the following (amounts in thousands):

	September 30, 2025						December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Capitalized software to be sold	$	7,302	$	(1,015)	$	6,287	$	4,901	$	(363)	$	4,538

Once a software application is available for general release and is placed in service, the Company amortizes the capitalized costs on a product basis by the greater of the straight-line method over the estimated economic life of the product, or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The useful life for our external-use software development costs is five years. Amortization expense for the three and nine months ended September 30, 2025 was $0.3 million and $0.7 million, respectively, and amortization expense for the three and nine months ended September 30, 2024 was $0.1 million and $0.3 million, respectively.

Future amortization expense for intangible assets is estimated as follows (amounts in thousands):

	Amount
Remainder of 2025	$	276
2026	1,103
2027	1,103
2028	1,103
2029	741
Thereafter	175
Subtotal	4,501
Software projects in process	1,786
Total	$	6,287

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 9. DEBT

A summary of the Company’s debt is as follows (amounts in thousands):

	September 30,<br>2025		December 31,<br>2024
CRC Senior Notes	$	14,919	$	—
Cross Trails Senior Note	17,806		—
Sale of future receipts	6,713		—
Convertible Debentures	30,000		—
Total outstanding principal	69,438		—
Unamortized discount and issuance costs	(8,366)		—
Fair value adjustment for Convertible Debentures	(900)		—
Debt, current portion	(28,610)		—
Long-term debt	$	31,562	$	—

Interest Expense

The line item, interest expense, on the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024, consists of the following (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Contractual interest expense	$	1,476	$	40	$	2,702	$	79
Amortization of debt issuance costs	694		—		1,398		—
Amortization of debt discount	608		—		1,284		—
Interest expense on finance leases	3		3		8		10
Total	$	2,781	$	43	$	5,392	$	89

CRC Bridge Loan

On March 31, 2025, Calistoga Resiliency Center, LLC (“CRC”), a wholly-owned subsidiary of the Company, entered into a $27.8 million credit agreement (“CRC Bridge Loan”) with Jefferies Finance LLC, as administrative agent, collateral agent, and lender. The CRC Bridge Loan was intended to provide interim financing until long-term debt could be arranged. The CRC Bridge Loan carried a 9.5% annual interest rate and had a scheduled maturity date of April 23, 2025. After deducting closing fees, net proceeds totaled $26.8 million.

On April 4, 2025, the Company refinanced the full outstanding balance of the CRC Bridge Loan through the issuance of $27.8 million in CRC Senior Notes (as described below). The Company recognized a loss on early debt extinguishment of $1.4 million, which is included in the line item, other income (expense), net, in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025.

CRC Senior Notes

On April 4, 2025, CRC issued $27.8 million of senior notes (“CRC Senior Notes”), with Eagle Point Credit as lender and Jefferies serving as agent for the transaction. The CRC Senior Notes were priced at 99.25% of par, resulting in gross proceeds of $27.6 million. After deducting debt issuance costs, net proceeds totaled $23.2 million.

The CRC Senior Notes bear interest at 12.5% per annum until the earlier of (i) the Company’s receipt of any tax credit transfer proceeds and (ii) December 31, 2025, and thereafter at a rate of 9.50% per annum. The CRC Senior Notes are senior secured obligations of CRC, backed by a first-priority pledge of all CRC assets and equity interests. The CRC Senior Notes include customary affirmative and negative covenants, including minimum cash reserves and a minimum debt service coverage ratio.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Principal and interest are payable semi-annually, with installments due each February 28 and August 31. The first principal payment of $12.9 million was paid on August 31, 2025, with subsequent payments as set forth in the financing agreement. A final balloon payment of $7.0 million is due at maturity on April 4, 2032.

The Company may, at its option, redeem all or a portion of the CRC Senior Notes prior to maturity, subject to specified call protection provisions and any prepayment premiums set forth in the agreement. In the event of a change of control, the Company may be required to offer to repurchase the notes at a specified price.

Cross Trails Bridge Loan

On May 12, 2025, the Company entered into a secured bridge loan (“Cross Trails Bridge Loan”) with Crescent Cove Opportunity Lending, LLC (“Crescent Cove”) for $10.0 million, bearing interest at 24% per annum and with a maturity date of July 14, 2025. The loan was issued net of a 5% original issue discount and a structuring fee of $0.2 million, for net proceeds of $9.3 million. Total interest expense on the loan of $0.4 million was deducted from the loan proceeds. On July 14, 2025, the Company repaid $5.0 million of principal and simultaneously amended the loan to extend the maturity of the remaining $5.0 million to July 21, 2025. In connection with the extension, the Company paid a $0.2 million amendment fee. The remaining principal and additional interest for the extension were paid on July 18, 2025.

Cross Trails Senior Note

On July 23, 2025, Cross Trails Energy Storage Project, LLC (“Cross Trails”), a wholly-owned subsidiary of the Company (the “Cross Trails Borrower”), entered into a credit agreement (the “Cross Trails Senior Note”) with Wilmington Trust, National Association, as administrative agent and collateral agent, and Jefferies Capital Services, LLC, as initial lender.

The Cross Trails Senior Note provides for a senior secured term loan facility in an aggregate principal amount of approximately $17.8 million. After origination costs were deducted from the loan proceeds by the lender, net proceeds from the Cross Trails Senior Note were $17.6 million. The Cross Trails Senior Note is structured as a single-draw term loan, with the full amount funded on July 23, 2025. The borrowing bears interest, at the Company’s election, at (i) the alternate base rate (“ABR”) plus 5.00% or (ii) the term secured overnight financing rate (“SOFR”) plus 6.00%. Principal and interest are payable semi-annually, with installments due each February 28 and August 31, beginning on February 28, 2026. The Cross Trails Senior Note matures on July 23, 2032.

The Cross Trails Senior Note may be repaid at any time, subject to payment of accrued interest, breakage costs and a repayment premium. Mandatory prepayments are required upon the occurrence of certain customary events, including the receipt of insurance or condemnation proceeds (subject to customary reinvestment rights), asset sales above specified thresholds, the incurrence of additional non-permitted indebtedness, or the non-permitted issuance of new equity interests by the borrower, and are subject to the payment of accrued interest, breakage costs and a repayment premium.

The obligations under the Cross Trails Senior Note are secured by a first priority security interest in substantially all of the assets of the Cross Trails Borrower, including the project assets, accounts, and related collateral, as well as the membership interests in the Cross Trails Borrower. The Cross Trails Senior Note contains customary affirmative and negative covenants for a project financing of this type, including limitations on additional indebtedness, liens, asset sales, investments, affiliate transactions, and distributions. The Cross Trails Borrower is also required to maintain certain financial ratios, including a minimum debt service coverage ratio of 1.10:1.00, and to maintain of insurance, deliver certain financial and other reports, and comply with applicable laws and permits. The Cross Trails Senior Note also includes customary representations and warranties, indemnification provisions and requirements for the maintenance of insurance and compliance with applicable laws and permits.

Sale of Future Receipts

On August 29, 2025, the Company, together with Energy Vault, Inc., its wholly-owned subsidiary (collectively with the Company, the “Sellers”) entered into an agreement of sale of future receipts (the “Cedar Arrangement”) with Cedar Advance LLC (“Cedar”). Cedar paid a purchase price of $5.0 million, from which $0.5 million of origination fees were deducted, resulting in net proceeds of $4.5 million. Under the agreement, the Sellers remit to Cedar $0.2 million per week, or approximately 27.0% of future receivables collections, until Cedar has received an aggregate amount equal to (i) $5.1 million if fully repaid within 30 days of funding, (ii) $5.2 million if fully repaid after 30 days but within 60 days of funding, or (iii) $6.3 million if not fully repaid within 60 days of funding.

The Company did not fully repay the Cedar Arrangement within 60 days of funding, therefore the applicable aggregate amount to be remitted to Cedar will be $6.3 million. Through September 30, 2025, the Company had remitted $0.5 million to Cedar, with $5.8 million remaining.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

On September 2, 2025, the Sellers entered into an agreement of sale of future receipts (the “UFS Arrangement”) with UFS West LLC (“UFS”). UFS paid a purchase price of $1.0 million, from which $0.1 million of origination fees were deducted, resulting in net proceeds of $0.9 million. Under the agreement, the Sellers remit to UFS $35 thousand per week, or approximately 4.9% of future receivables collections, until UFS has received an aggregate amount equal to (i) $1.0 million if fully repaid within 30 days of funding, (ii) $1.0 million if fully repaid after 30 days but within 60 days of funding, or (iii) $1.3 million if not fully repaid within 60 days of funding.

The Company fully repaid the UFS Arrangement on November 4, 2025, which was within 60 days of funding, therefore the applicable aggregate amount remitted was $1.0 million. Through September 30, 2025, the Company had remitted $0.1 million to UFS, with $0.9 million remaining.

On September 4, 2025, the Sellers entered into an agreement of sale of future receipts (the “Reliance Arrangement”) with Reliance Financial FL LLC (“Reliance”). Reliance paid a purchase price of $1.5 million, from which $0.2 million of origination fees were deducted, resulting in net proceeds of $1.3 million. Under the agreement, the Sellers remit to Reliance $0.1 million per week, or approximately 1.0% of future receivables collections, until Reliance has received an aggregate amount equal to (i) $1.5 million if fully repaid within 30 days of funding, (ii) $1.6 million if fully repaid after 30 days but within 60 days of funding, or (iii) $1.9 million if not fully repaid within 60 days of funding.

The Company fully repaid the Reliance Arrangement on November 4, 2025, which was within 60 days of funding, therefore the applicable aggregate amount remitted was $1.6 million. Through September 30, 2025, the Company had remitted $0.2 million to Reliance, with $1.4 million remaining.

Convertible Debentures

On September 22, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Company agreed to issue senior unsecured convertible debentures (the “Convertible Debentures”) in multiple tranches with an aggregate principal amount of up to $50.0 million. The initial tranche of $30.0 million was funded at closing and net proceeds were $29.1 million after deductions for an original issue discount and origination fees.

The Convertible Debentures were issued at 97% of par, bear interest at 7.0% per annum (18.0% upon an uncured event of default), and mature on March 22, 2027. Beginning on the 65th day after the applicable closing and monthly thereafter (each, a “Payment Date”), scheduled installments of principal and accrued interest are due as follows (per $10.0 million of original principal): $0.4 million on the first Payment Date, $0.6 million on each of the next 13 Payment Dates, $0.8 million on the next Payment Date, and $1.0 million at maturity.

For the initial tranche, the fixed conversion price is $4.50 per share. For each tranche, the fixed conversion price (the “Fixed Price”) is equal to 150% of the Bloomberg volume-weighted average price (“VWAP”) of the Company’s common stock on the trading day prior to that tranche’s closing.

On any Payment Date when the Company’s daily VWAP has equaled or exceeded 115% of the Fixed Price for each of the five prior trading days, no Company Redemption (cash installment) is due for that date (the principal remains outstanding). For each installment, the Company may (i) pay cash plus a payment premium equal to 7.0% of the principal portion paid (“Payment Premium”) (10.0% while an Amortization Event is in effect, as defined below), (ii) elect to allow the Investor to convert the unpaid installment at a price equal to the lower of (A) the Fixed Price or (B) 97% of the lowest daily VWAP during the four trading days immediately preceding the conversion date, but not below the Floor Price (equal to $0.60 per share for the initial tranche), or (iii) satisfy the installment through a combination of cash and conversion.

Investor conversions are subject to a beneficial ownership limit of 4.99% of the Company’s common stock and to a limit of 19.99% of the Company’s outstanding common stock as of closing unless stockholder approval to exceed such cap is obtained in accordance with the rules and regulations of the New York Stock Exchange (the “Exchange Cap”). An “Amortization Event” includes, among other things, (i) the Company’s common stock trading below the Floor Price for 5 of 7 consecutive trading days, (ii) issuance of more than 99% of the shares available under the Exchange Cap without stockholder approval, or (iii) beginning 60 days after issuance, the resale registration statement being unusable for 10 consecutive trading days. While an Amortization Event is in effect, the monthly installment must be paid in cash, the applicable payment premium is 10.0%, and the installment amount may increase to the greater of the scheduled amount and 20.0% of then-outstanding principal.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Outside the monthly payment schedule, the Company may optionally redeem the Convertible Debentures upon advance notice for cash when the VWAP is below the Fixed Price (with the applicable Payment Premium). Upon a change of control, the Company may redeem all outstanding Convertible Debentures at 110% of principal.

In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to file a registration statement covering the resale of the Common Stock issuable upon conversion of the Convertible Debentures within 10 business days after closing and to use commercially reasonable efforts to obtain effectiveness within 60 days. The Purchase Agreement includes customary covenants and restrictions, including a prohibition on variable-rate transactions while amounts may be or are outstanding, limitations on additional indebtedness and liens subject to agreed exceptions (including specified project-level indebtedness for subsidiaries such as Calistoga and Cross Trails and certain refinancings), and limitations on the Company’s use of existing equity lines without Investor consent. The Company may utilize its at-the-market equity (“ATM”) program only if specified conditions are satisfied, applying 25.0% of gross ATM proceeds to reduce the Convertible Debentures principal on the back end of the schedule, and observing a cooling-off period of three trading days after an Investor market-price conversion; if the ATM is used in any calendar month, the next scheduled amortization payment will be convertible at the Investor’s election. Any subsidiary that directly receives Convertible Debenture proceeds must guarantee the Company’s obligations. The Investor agreed not to engage in short sales of the Company’s equity, but may sell shares corresponding to submitted conversions.

Subject to customary conditions (including no event of default), the Company may draw an additional $20.0 million within ten business days after the closing of a qualifying preferred equity investment and the effectiveness of a resale registration statement. Any such second tranche would be issued on substantially the same terms as the initial tranche, except that its Fixed Price would reset to 150% of the Bloomberg VWAP on the trading day prior to that tranche’s closing.

The Convertible Debentures and the shares of common stock issuable upon conversion thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold in a private placement in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder. The Investor represented that it is an accredited investor.

The Company elected the fair value option afforded by ASC 825 with respect to the Convertible Debentures because it includes features that meet the definition of an embedded derivative. As such, the Company initially recognized the Convertible Debentures at its fair value of $29.1 million and will subsequently measure it at fair value with changes recorded in the condensed consolidated statements of operations and comprehensive loss.

Debt Maturity

The following table summarizes the cash maturities of the Company’s debt instruments as of September 30, 2025 (amounts in thousands):

	2025		2026		2027		2028		2029		Thereafter		Total
CRC Senior Notes	$	—	$	669	$	917	$	1,074	$	1,261	$	10,998	$	14,919
Cross Trails Senior Note	—		2,821		2,941		1,541		1,967		8,536		17,806
Sale of future receipts	4,626		2,087		—		—		—		—		6,713
Convertible debentures	3,000		21,600		5,400		—		—		—		30,000
	$	7,626	$	27,177	$	9,258	$	2,615	$	3,228	$	19,534	$	69,438

Insurance Premium Financings

In April 2024, the Company entered into two financing agreements related to premiums under certain insurance policies. For the first financing, the Company was obligated to repay the lender an aggregate sum of $1.4 million through ten equal monthly payments commencing on April 10, 2024. For the second financing, the Company was obligated to repay the lender an aggregate sum of $0.4 million through nine equal monthly payments commencing on May 10, 2024. Both financings had an annual interest rate of 7.4% and were fully repaid during the first quarter of 2025.

In June 2024, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of AUD 0.3 million (or $0.2 million) through twelve equal monthly payments of AUD 22 thousand (or $15 thousand), at an annual interest rate of 4.4%, commencing on June 25, 2024. This financing was fully repaid in May 2025.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

In July 2024, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of $1.1 million through nine equal monthly payments, at an annual interest rate of 7.5%, commencing on August 15, 2024. This financing was fully repaid in April 2025.

In March 2025, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of $1.5 million through nine equal monthly payments, at an annual interest rate of 5.8%, commencing on April 10, 2025.

In June 2025, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of AUD 0.3 million (or $0.2 million) through ten equal monthly payments of AUD 31 thousand (or $21 thousand), at an annual interest rate of 8.7%, commencing on June 15, 2025.

In July 2025, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of $0.9 million through ten equal monthly payments, at an annual interest rate of 7.1%, commencing on July 15, 2025.

As of September 30, 2025 and December 31, 2024, the carrying value of the Company’s insurance premium financings was $1.3 million and $0.7 million, respectively, and is included in the line item, accrued expenses, in the condensed consolidated balance sheets.

NOTE 10. PENSION

The components of net periodic pension benefit cost for the Company’s defined benefit pension plan was as follows (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Employer service costs	$	98	$	76	$	280	$	225
Interest cost	19		25		55		72
Expected return on plan assets	(67)		(56)		(193)		(164)
Amortization of net prior service credit	10		9		30		27
Amortization of net loss	28		10		79		29
Net periodic benefit cost	$	88	$	64	$	251	$	189

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 11. SUPPLEMENTAL BALANCE SHEETS DETAIL

(amounts in thousands)	September 30,<br>2025		December 31,<br>2024
Prepaid expenses and other current assets:
Prepaid expenses	$	6,194	$	3,423
Tax refund receivable	411		117
Investments, current	—		2,933
Other	11		55
Total	$	6,616	$	6,528
Other assets:
Interest receivable, net of allowance for credit losses of $0.5 million and — as of September 30, 2025 and December 31, 2024, respectively.	$	500	$	850
Other	201		306
Total	$	701	$	1,156
Accrued expenses:
Professional fees	$	11,871	$	8,373
Accrued purchases	12,455		8,165
Employee costs	5,670		4,019
Insurance premium financings	1,267		724
Taxes payable	3,577		2,351
Warranty liabilities	358		1,336
Other	510		—
Total	$	35,708	$	24,968
Other current liabilities:
Operating leases	$	488	$	461
Finance leases	41		38
Total	$	529	$	499
Other long-term liabilities:
Operating leases	$	1,678	$	785
Finance leases	84		81
Unearned lease revenue - tolling arrangements	86		—
Asset retirement obligation	1,008		11
Warrant liabilities	2		2
Warranty liabilities	258		55
Total	$	3,116	$	934

NOTE 12. FAIR VALUE MEASUREMENTS

Carrying amounts of certain financial instruments, including cash, cash equivalents, restricted cash, accounts payable, and accrued expenses approximate their fair value due to their relatively short maturities and market interest rates, if applicable.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company categorizes assets and liabilities recorded or disclosed at fair value on the consolidated balance sheet based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows:

•Level 1—Inputs which included quoted prices in active markets for identical assets and liabilities.

•Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (amounts in thousands):

		Fair Value at
	Fair Value Hierarchy	September 30, 2025		December 31, 2024
Assets (Liabilities):
Convertible Debentures (1)	Level 3	$	(29,100)	$	—
Warrant liabilities (2)	Level 3	(2)		(2)

__________________

(1) The Company has elected to measure the Convertible Debentures at fair value (see Note 9, Debt). The Company uses a Monte Carlo simulation to value the Convertible Debentures. The significant assumptions used in the model includes volatility of the Company’s common stock (65.0%), the Company’s debt discount rate based on a CCC rating (21.5%), and the expected life of the instrument. There was no change in the fair value of the Convertible Debentures between their issuance date of September 22, 2025 and September 30, 2025.

(2) The warrants are not publicly traded and the Company uses a Black-Scholes model to determine the fair value of the warrants.

The carrying amount and estimated fair value of the Company’s financial instruments not measured at fair value are as follows (amounts in thousands):

		September 30, 2025				December 31, 2024
	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets (Liabilities):
Debt (1)	Level 3	$	(31,072)	$	(41,223)	$	—	$	—

__________________

(1) Includes short-term portion of long-term debt and excludes debt measured at fair value. The Company estimates the fair value using a discounted cash flow model which utilizes the Company’s incremental borrowing rate, which is estimated based on the Company’s assumptions.

NOTE 13. STOCKHOLDERS’ EQUITY

Hudson Equity Purchase Agreement

On March 31, 2025, the Company entered into an equity purchase agreement (the “Hudson Equity Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (“Hudson”). Pursuant to the Hudson Equity Purchase Agreement, the Company has the right, but not the obligation, to sell to Hudson, and Hudson is obligated to purchase, up to approximately $25.0 million of newly issued shares (the “Maximum Commitment”) of the Company’s common stock, from time to time during the term of the Hudson Equity Purchase Agreement, subject to certain limitations and conditions (the “Hudson Offering”). As consideration for Hudson’s commitment to purchase shares of common stock under the Hudson Equity Purchase Agreement, we paid Hudson a commitment fee of $0.2 million during the first quarter of 2025 and issued them 452,000 shares of common stock during the second quarter of 2025, valued at $0.4 million at the time of issuance, following the execution of the Hudson Equity Purchase Agreement (the “Commitment Shares”). The commitment fees were recorded within other income (expense), net in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025.

The Hudson Equity Purchase Agreement initially precludes the Company from issuing and selling more than 30,833,163 shares of our common stock, including the Commitment Shares, which number equaled 19.99% of our common stock issued and outstanding as of March 31, 2025, unless the Company obtains stockholder approval to issue additional shares, or unless certain exceptions apply. In addition, a beneficial ownership limitation in the agreement initially limits the Company from directing Hudson to purchase shares of common stock if such purchases would result in Hudson beneficially owning more than 4.99% of the then-outstanding shares of our common stock.

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

From and after the initial satisfaction of the conditions to commence sales to Hudson under the Hudson Equity Purchase Agreement (such event, the “Commencement,” and the date of initial satisfaction of all such conditions, the “Commencement Date”), the Company may direct Hudson to purchase shares of common stock at a purchase price per share equal to the lesser of (i) 88% of the closing price of the Company’s common stock on the Principal Market on the Trading Day immediately preceding the respective Put Date (as defined in the Hudson Equity Purchase Agreement) (the “Initial Purchase Price”), or (ii) 88% of the lowest closing price of the Company’s common stock on the Principal Market on any Trading Day during the period beginning on the Put Date and continuing through the date that is three Trading Days immediately following the Clearing Date associated with the applicable Put Notice (such three trading day period is the “Valuation Period”, and the price is the “Market Price”), on such date on which the Purchase Price is calculated in accordance with the terms of the Hudson Equity Purchase Agreement. The Company will control the timing and amount of any such sales of common stock to Hudson. Actual sales of shares of common stock to Hudson will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of our common stock, and determinations by us as to the appropriate sources of funding for the Company and our operations.

Unless earlier terminated, the Hudson Equity Purchase Agreement will automatically terminate upon the earliest of (i) the expiration of the Commitment Period (as defined in the Hudson Equity Purchase Agreement), (ii) Hudson’s purchase or receipt of the Maximum Commitment worth of common stock, or (iii) the occurrence of certain other events set forth in the Hudson Equity Purchase Agreement. We have the right to terminate the Hudson Equity Purchase Agreement at any time after Commencement, at no cost or penalty, upon prior written notice to Hudson.

The Company intends to use the net proceeds, if any, from the Hudson Offering for working capital and general corporate purposes, including sales and marketing activities, product development, and capital expenditures. The Company may also use a portion of the net proceeds to acquire or invest in complementary businesses, products, and technologies. The Hudson Equity Purchase Agreement contains customary representations, warranties, and agreements, as well as customary indemnification obligations of the Company.

In connection with the Hudson Equity Purchase Agreement, the Company entered into a Registration Rights Agreement, pursuant to which the Company agreed to register the Commitment Shares and the shares issuable pursuant to the Purchase Agreement. The securities to be offered pursuant to the Hudson Equity Purchase Agreement will be offered pursuant to our effective shelf registration statement on Form S-3/A shelf registration statement (File No. 333-273089), which was filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2023 and declared effective on July 20, 2023.

During the three and nine months ended September 30, 2025, the Company sold 3.9 million and 6.2 million shares of common stock, respectively, to Hudson for net proceeds of $5.7 million and $6.8 million, respectively.

Helena Equity Purchase Agreement

On August 6, 2025, the Company entered into an equity purchase agreement (the “Helena Purchase Agreement”) with Helena Global Investment Opportunities I Ltd. (“Helena”). Pursuant to the Helena Purchase Agreement, the Company has the right, but not the obligation, to sell to Helena, and Helena is obligated to purchase, up to $25.0 million of newly issued shares of the Company’s common stock, from time to time over a 36-month term, subject to certain limitations and conditions. The obligations under the Helena Purchase Agreement are subject to a standstill period and will not commence until the later of (i) ninety days from the execution of the Helena Purchase Agreement, or (ii) the termination or expiration of the Company's existing Hudson Equity Purchase Agreement.

As consideration for Helena’s commitment, the Company is obligated to issue commitment shares to Helena with an aggregate value of $0.2 million. The number of commitment fee shares is determined by dividing this value by the lowest one-day VWAP during the five trading days preceding the date of the agreement.

The Helena Purchase Agreement initially precludes the Company from issuing and selling more than 19.99% of the Company’s common stock issued and outstanding as of the date of the Helena Purchase Agreement, including the commitment fee shares, unless the Company obtains stockholder approval to issue additional shares. In addition, a beneficial ownership limitation in the Helena Purchase agreement restricts the Company from directing Helena to purchase shares of common stock if such purchases would result in Helena beneficially owning more than 4.99% of the then-outstanding shares of our common stock.

After the initial conditions are met, the Company may direct Helena to purchase shares of common stock through an advance notice. The purchase price for shares in such an advance will be equal to 95% of the lowest closing price during the three-day pricing period following the advance. The agreement also allows for a subsequent advance notice for a

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ENERGY VAULT HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

number of shares mutually agreed upon, with a purchase price equal to 100% of the lowest intraday sale price on the day the notice is received. The Company will control the timing and amount of any sales of common stock to Helena.

Unless earlier terminated, the Helena Purchase Agreement will automatically terminate upon the earliest of (i) the expiration of the 36-month term, or (ii) Helena’s purchase of $25.0 million worth of common stock. The Company has the right to terminate the Helena Purchase Agreement at any time, at no cost or penalty, upon five trading days’ prior written notice to Helena.

NYSE Notification

On April 16, 2025, the Company was notified by the NYSE that it was not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period. On September 3, 2025, the Company received written notice from the NYSE stating that the Company regained compliance with the minimum continued listing criteria set forth in Section 802.01C of the NYSE Listed Company Manual, based upon an average share price for the trailing 30-consecutive trading days above $1.00.

Dorado Goose Warrants

On August 18, 2025, the Company completed the private issuance of an aggregate of 4.5 million warrants (the “Dorado Goose Warrants”) to purchase shares of the Company’s common stock to Dorado Goose, LLC in exchange for professional services. The Dorado Goose Warrants are exercisable until August 18, 2027 and permit cashless exercise. The exercise price for the warrants range from $1.50 per share to $3.00 per share, and the number of shares issuable upon exercise are subject to customary anti-dilution adjustments for stock splits, stock dividends, and similar events. Until exercised, the Dorado Goose Warrants do not entitle the holder to voting or other stockholder rights.

The issuance of the Dorado Goose Warrants and the shares issuable upon exercise of those warrants have not been registered under the Securities Act or under any state securities law. The Company believes that the transaction is exempt from registration under Section 4(a)(2) of the Securities Act, and customary legends were affixed to the Dorado Goose Warrants and will be affixed to any shares issued upon exercise of the Dorado Goose Warrants.

The Dorado Goose Warrants are accounted for under ASC 718 as an equity-classified award to a non-employee service provider. Because the award is equity-classified, it was measured at grant date fair value and is not remeasured subsequently. The full fair value of the Dorado Goose Warrants was recognized as expense in the condensed consolidated statement of operations within general and administrative expenses during the three and nine months ended September 30, 2025.

The grant date fair value of the award was $1.2 million and was estimated using a Black-Scholes option pricing model with the following assumptions:

Expected term (in years)	2.0
Expected volatility	75.9	%
Risk-free interest rate	3.7	%
Expected dividend yield	—

NOTE 14. STOCK-BASED COMPENSATION

2022 Equity Incentive Plan

In 2022, the Company adopted its 2022 Equity Incentive Plan (the “2022 Incentive Plan”). The 2022 Incentive Plan provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, and RSUs to employees, non-employee directors, and consultants of the Company. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Incentive Plan.

The initial number of shares of the Company’s common stock reserved for issuance under the 2022 Incentive Plan was approximately 15.5 million, plus up to approximately 8.3 million shares subject to awards granted under the 2017 and 2020 Stock Incentive Plans. Annually, beginning in March 2022 and ending in (and including) March 2031, the number of shares of the Company’s common stock that may be issued under the 2022 Incentive Plan increases by a number of shares equal to the lesser of (i) 4.0% of the outstanding shares on the last day of the immediately preceding month or (ii) such

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lesser number of shares (including zero) that the Company’s Board determines for the purposes of the annual increase for that fiscal year.

2022 Inducement Plan

In 2022, the Company adopted its 2022 Inducement Plan, which provides for the granting of stock options, SARs, restricted stock, and RSUs to individuals who were not previously employees of Energy Vault, or following a bona fide period of non-employment, as inducement material to such individuals entering into employment with Energy Vault. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Inducement Plan. 8.0 million shares of the Company’s common stock are reserved for issuance under the 2022 Inducement Plan.

2025 Inducement Plan

In February 2025, the Board approved the Company’s 2025 Inducement Plan, which provides for the granting of stock options, SARs, restricted stock, and RSUs to individuals who were not previously employees of Energy Vault, or following a bona fide period of non-employment, as inducement material to such individuals entering into employment with Energy Vault. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2025 Inducement Plan. 8.0 million shares of the Company’s common stock are reserved for issuance under the 2025 Inducement Plan.

Stock Option Activity

Stock option activity for the nine months ended September 30, 2025 was as follows (amounts in thousands, except per share data):

	Options Outstanding
	Number of<br>Options	Weighted Average<br><br>Exercise Price<br><br>Per Share		Weighted Average<br><br>Remaining<br><br>Contractual<br><br>Term (in years)	Aggregate<br><br>Intrinsic<br><br>Value
Balance as of December 31, 2024	6,429	$	1.62	6.0	$	4,248
Stock options granted	—	—		—	—
Stock options exercised	(59)	0.80		—	56
Stock options forfeited, canceled, or expired	—	—		—	—
Balance as of September 30, 2025	6,370	1.63		5.2	8,556
Options exercisable as of September 30, 2025	4,105	1.63		4.8	5,483
Options vested and expected to vest as of September 30, 2025	6,370	$	1.63	5.2	$	8,556

As of September 30, 2025, total unrecognized stock-based compensation expense related to unvested option awards that are expected to vest was $1.9 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 1.3 years.

The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the closing stock price of the Company’s common stock on the NYSE as of September 30, 2025.

Restricted Stock Units

During the nine months ended September 30, 2025, pursuant to the 2022 Inducement Plan, the Company granted RSUs to employees that vest based on market-based conditions. These RSUs will vest and convert to common stock if the Company’s stock price reaches certain price targets for 20 days in any 30 day trading window. The fair value of the RSUs are recognized as expense over the requisite service period regardless of whether or not the RSUs ultimately vest and

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convert to common stock. The fair value of these market-based RSUs were measured on their grant date, using a Monte Carlo simulation model based on the following range and weighted-average assumptions:

Expected term (in years)	4.0
Expected volatility	95% to 100%
Risk-free interest rate	3.7% to 3.9%
Expected dividend yield	—

RSU activity for the nine months ended September 30, 2025 was as follows (amounts in thousands, except per share data):

	Number of RSUs	Weighted Average<br><br>Grant Date Fair<br><br>Value per Share
Nonvested balance as of December 31, 2024	22,325	$	2.83
RSUs granted	10,427	0.97
RSUs forfeited	(907)	2.70
RSUs vested	(8,081)	3.44
Nonvested balance as of September 30, 2025	23,764	$	1.80

As of September 30, 2025, unrecognized stock-based compensation expense related to these RSUs was $27.3 million which is expected to be recognized over the remaining weighted-average vesting period of approximately 1.5 years.

Stock-Based Compensation Expense

Total stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 was as follows (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Sales and marketing	$	931	$	1,794	$	3,015	$	5,291
Research and development	1,323		2,241		4,059		6,527
General and administrative	7,897		6,213		21,337		17,618
Total stock-based compensation expense	$	10,151	$	10,248	$	28,411	$	29,436

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NOTE 15. REORGANIZATION EXPENSES

Periodically, the Company implements cost savings measures and recognizes reorganization costs related to those measures. Reorganization expenses consist of personnel reduction costs.

During the three and nine months ended September 30, 2025, the Company recognized $— million and $1.2 million in reorganization costs. Currently, the Company does not expect to incur additional charges related to this cost reduction plan.

Total reorganization expenses for the three and nine months ended September 30, 2025 and 2024 are as follows (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Sales and marketing	$	—	$	—	$	32	$	288
Research and development	—		—		318		503
General and administrative	—		(23)		812		895
Total reorganization expenses	$	—	$	(23)	$	1,162	$	1,686

A reconciliation of the beginning and ending liability balances for reorganization expenses included in the line item, accrued expenses, on the condensed consolidated balance sheets is as follows (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Beginning of period	$	1,124	$	1,709	$	—	$	—
Costs charged to expense	—		(23)		1,162		1,686
Costs paid or settled	(641)		(1,190)		(679)		(1,190)
Foreign currency translation adjustments	—		18		—		18
End of period	$	483	$	514	$	483	$	514

NOTE 16. SEGMENT REPORTING

As a single reportable segment entity, the Company’s chief operating decision maker (“CODM”) uses the profit measure of net loss to allocate resources and assess performance of our business by comparing actual results to historical results and previously forecasted financial information. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

See Note 3 for the Company’s revenue disaggregated by product line.

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The following table presents revenue, significant segment expenses provided to the CODM, and net loss for our consolidated segment (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	33,319	$	1,199	$	50,365	$	12,728
Cost of revenue	24,309		716		33,963		9,128
Gross profit	9,010		483		16,402		3,600
Non-personnel operating costs (1)	8,268		7,989		23,128		24,125
Salaries and wages (2)	7,956		7,246		25,497		24,350
Stock-based compensation	10,151		10,248		28,411		29,436
Depreciation, amortization, and accretion (excluding amounts included in cost of revenue) (3)	298		251		1,076		825
Loss (gain) on impairment and sale of long-lived assets	—		(14)		—		551
Interest expense	2,781		43		5,392		89
Interest income	(204)		(1,439)		(831)		(5,011)
Provision for income taxes	5,535		—		7,991		—
Other segment items (4)	1,044		2,775		8,663		3,189
Net loss	$	(26,819)	$	(26,616)	$	(82,925)	$	(73,954)

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(1) Represents sales and marketing, research and development, and general and administrative expenses, excluding personnel related costs and reorganization expenses.

(2) Represents the costs of employees’ salaries, benefits, and payroll taxes that are reported within sales and marketing, research and development, and general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. This amount excludes stock-based compensation expense and reorganization expenses.

(3) $1.2 million of depreciation and amortization expense recognized within cost of revenue for the three and nine months ended September 30, 2025.

(4) Represents certain other segment items that are not deemed significant segment expenses and primarily consists of provision for credit losses, reorganization expenses, and other income/expense items.

NOTE 17. INCOME TAXES

The Company recognized a tax provision of $5.5 million and $8.0 million for the three and nine months ended September 30, 2025, respectively, and did not recognize any tax provision for the three and nine months ended September 30, 2024.

The provision for income taxes for the three months ended September 30, 2025 is primarily related to the recording of a partial valuation allowance against ITCs generated during the period. The provision for income taxes for the nine months ended September 30, 2025 is primarily related to the recording of a partial valuation allowance against ITCs generated during the period and tax withholdings on foreign revenue.

The Company has recorded a full valuation allowance against substantially all of the Company’s deferred tax assets, except for the deferred tax assets associated with the ITCs that the Company intends to sell. The Company provides for a valuation allowance when it is more likely than not that some portion of, or all of the Company’s deferred tax assets will not be realized. Due to the Company’s history of losses, the Company determined that it is not more likely than not to realize its deferred tax assets, with the exception of deferred tax assets associated with the ITCs that the Company intends to sell.

On July 4, 2025, Public Law No. 119-21, commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”), was enacted. The OBBBA contains a broad range of changes to U.S. federal income tax laws. These changes include, among others, permanently restoring an EBITDA-based business interest deduction limitation, permanently restoring 100% bonus depreciation for certain property, permanently restoring immediate expensing for certain domestic research and experimental expenditures, and changes with respect to ITCs. The effects of changes in tax laws are recognized in the condensed consolidated financial statements during the period of enactment. The effects of the OBBBA are not expected to have a material impact on the Company’s condensed consolidated financial statements.

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NOTE 18. NET LOSS PER SHARE OF COMMON STOCK

Basic and diluted net loss per share attributable to common stockholders are calculated as follows (amounts in thousands, except per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss attributable to Energy Vault Holdings, Inc.	$	(26,817)	$	(26,593)	$	(82,880)	$	(73,920)
Weighted-average shares outstanding – basic and diluted	163,329		150,812		158,023		148,998
Net loss per share – basic and diluted attributable to Energy Vault Holdings, Inc.	$	(0.16)	$	(0.18)	$	(0.52)	$	(0.50)

There were no common share equivalents that were dilutive for the three and nine months ended September 30, 2025 and 2024. Due to net losses during those periods, basic and diluted net loss per common share were the same, as the effect of potentially dilutive securities would have been anti-dilutive.

The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):

	Three and Nine Months Ended September 30,
	2025	2024
Warrants (1)	9,667	5,167
Stock options	6,370	6,823
RSUs	23,764	23,308
Convertible Debentures	10,257	—
Total	50,058	35,298

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(1) The increase in warrants represents the Dorado Goose Warrants issued on August 18, 2025. Refer to Note 13, Stockholders’ Equity, for further details.

In connection with the reverse recapitalization in 2022, eligible Energy Vault stockholders immediately prior to the closing of the transaction obtained a contingent right to receive 9.0 million shares of the Company’s common stock (“Earn-Out Shares”) upon the Company’s common stock quoted on the NYSE equaling or exceeding certain specified prices for any 20 trading days within a 30 consecutive day trading period (“Earn-Out Triggering Event”). 9.0 million of common stock equivalents subject to the Earn-Out Shares are excluded from the anti-dilutive table above as of September 30, 2025 and 2024 as the Earn-Out Triggering Events for the underlying shares had not been satisfied. The contingent right for Earn-Out Shares expired on May 12, 2025.

NOTE 19. COMMITMENTS AND CONTINGENCIES

Our principal commitments as of September 30, 2025 consisted primarily of obligations under operating leases, finance leases, a deferred pension, warranty liabilities, and issued purchase orders. Our non-cancelable purchase obligations as of September 30, 2025 totaled approximately $4.0 million.

Loss Contingencies:

In the ordinary course of business, the Company is regularly subject to various legal proceedings. The Company has identified certain legal matters where the Company believes an unfavorable outcome is not probable and, therefore, no reserve has been established. Although the Company currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the Company’s business, financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties and the Company’s view of these matters may change in the future.

Warranty Liabilities:

The Company provides a limited warranty to its BESS customers assuring that the BESSs are free from defects. The Company’s limited warranties are generally for a period of two or three years after the substantial completion date of a

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project. These warranties are considered assurance-type warranties which provide a guarantee of quality of the products. For assurance-type warranties in engineering, procurement, and construction (“EPC”) contracts, the Company records an estimate of future warranty costs over the period of construction. For assurance-type warranties in engineered equipment (“EEQ”) contracts, the Company records an estimate of future warranty costs upon the transfer of the equipment to the customer. Warranty costs are recorded as a component of cost of revenue in the Company’s condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2025 and 2024, the Company accrued the below estimated warranty liabilities, respectively (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Warranty liabilities, balance at beginning of period	$	1,308	$	2,784	$	1,391	$	1,818
Accruals for warranties issued	—		—		926		—
Change in estimates	(582)		—		(782)		1,532
Costs paid or settled	(110)		(215)		(919)		(781)
Warranty liabilities, balance at end of period	$	616	$	2,569	$	616	$	2,569

The key inputs and assumptions used in calculating the estimated warranty liabilities are reviewed by management each reporting period. The Company may make additional adjustments to the estimated warranty liability based on a comparison of actual warranty results to expected results for significant differences or based on performance trends or other qualitative factors. If actual failure rates or replacement costs differ from our estimates in future periods, changes to these estimates may be required, resulting in increases or decreases in the estimated warranty liability, which may be material.

Letters of Credit and Bank Guarantees:

In the ordinary course of business and under certain contracts, the Company is required to post letters of credit or bank guarantees for its customers, for project performance, and for its vendors for payment guarantees. Such letters of credit or bank guarantees are generally issued by a bank or a similar financial institution. The letter of credit or bank guarantee commits the issuer to pay specified amounts to the holder of the letter of credit or bank guarantee under certain conditions. As of September 30, 2025, the Company had $14.7 million in outstanding letters of credit and $8.7 million in bank guarantees issued through the Company’s credit relationships. The Company is not aware of any material claims relating to its outstanding letters of credit or bank guarantees.

Performance and Payment Bonds:

In the ordinary course of business, Energy Vault is required by certain customers to provide performance and payment bonds for contractual commitments related to its projects. These bonds provide a guarantee that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for expenses or outlays it incurs. As of September 30, 2025, the Company had $134.6 million in outstanding performance and payment bonds.

Other Bonds:

In the ordinary course of business, Energy Vault is required to obtain other bonds, such as for insurance and government payments. These bonds provide a guarantee that the Company will post the necessary reserves as required by banks and tax or licensing authorities. Additionally, bonds are issued to banks as support for letters of credit provided by those banks. As of September 30, 2025, the Company had $20.5 million in outstanding other bonds.

Tax Credit Transfer Commitment

On March 28, 2025, the Company entered into a Tax Credit Transfer Commitment, on behalf of its wholly-owned subsidiary companies, with a third-party purchaser pursuant to which the Company agreed to sell certain ITCs generated by the CRC HESS, the Cross Trails BESS, and the Snyder CDU. The Tax Credit Transfer commitment is subject to certain conditions set forth therein, and requires the Company to incur the remaining associated capital expenditures to complete the projects (via internal sources or external sources such as project financing). The third-party purchaser has agreed to purchase on or before December 15, 2025, all the eligible ITCs generated by these projects, in an amount to be finalized subject to final cost segregation reports, which management believes will be approximately $40.6 million, net of fees,

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across all three projects. On July 18, 2025, the Company’s wholly-owned subsidiaries related to the Calistoga Resiliency Center entered into a Tax Credit Purchase Agreement with Vitol, Inc. for the sale of certain ITCs generated at the Calistoga Resiliency Center.

Asset Retirement Obligation

In connection with the acquisition or development of energy storage systems, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived asset. This legal requirement is referred to as an asset retirement obligation (“ARO”). If the Company determines that an ARO is necessary for a specific energy storage system, the Company records the present value of the estimated future liability when the energy storage system is placed in service as an ARO liability. The Company accretes the ARO liability to its future value over the energy storage system’s useful life in the condensed consolidated statements of operations and comprehensive loss. The initial ARO is recorded as part of the carrying value of the related long-lived asset and depreciated over the energy storage system’s useful life. The CRC HESS is the only energy storage system currently subject to an ARO. The initial ARO for the CRC HESS was $1.0 million.

The Company measured the ARO for the CRC HESS at fair value (level 3) using an expected present value technique. This approach estimates the cash flows a market participant would require to perform the retirement activities and discounts those cash flows using a credit-adjusted risk-free rate (10.8% at initial recognition).

As of September 30, 2025, the carrying value of the Company’s ARO was $1.0 million. For the three and nine months ended September 30, 2025, the Company recognized accretion expense of $17 thousand.

NOTE 20. SUBSEQUENT EVENTS

Asset Vault Funding

On October 9, 2025, Energy Vault, Inc, a wholly-owned subsidiary of the Company, entered into a contribution and purchase agreement (the “Contribution Agreement”) with OIC Structured Equity Fund I, L.P., OIC Structured Equity Fund I AUS, L.P., and OIC Structured Equity Fund I GPFA, L.P., (collectively, “OIC”) and Asset Vault, LLC (“Asset Vault”), which at the time was a wholly-owned subsidiary of the Company, to establish a joint venture among the Company and OIC dedicated to developing, building, owning and operating energy storage assets globally. Pursuant to the Contribution Agreement, Asset Vault issued to OIC 300 million preferred units in Asset Vault (the “Series A Preferred Units”) in exchange for an initial cash contribution of $35.0 million and a commitment to make further cash contributions upon the satisfaction of certain conditions in an amount up to an aggregate of $300.0 million. Additionally, pursuant to the Contribution Agreement, in exchange for 1.2 billion common units of Asset Vault, Energy Vault contributed to Asset Vault:

•100% of the equity interests of Calistoga Resiliency Center Holdco, LLC;

•100% of the equity interests of Cross Trails Energy Storage Project Holdco, LLC;

•100% of the equity interests of Energy Vault Stoney Creek HoldCo Pty Ltd;

•100% of the equity interests of Energy Vault Stoney Creek Holdings Unit Trust;

•and 100% of any right, title, and interest in a certain future battery energy storage system following its acquisition by Energy Vault.

Energy Vault, Asset Vault, and OIC have made customary representations and warranties, and have agreed to customary covenants in the Contribution Agreement. The Contribution Agreement also provides for indemnification rights with respect to, among other things, breaches of representations, warranties or covenants by the parties.

The Series A Preferred Units in Asset Vault are non-voting, and do not have any consent, approval, or voting rights, except as set forth in the amended and restated limited liability company agreement of Asset Vault. The Series A Preferred Units are subject to mandatory redemption upon the consummation of a sale of Asset Vault. The redemption price of each Series A Preferred Unit equals the greater of (i) the cumulative capital contributions in respect of such Series A Preferred Unit plus the amount of accrued preferred distributions on such Series A Preferred Unit (including any such accrued distributions previously compounded as a “payment-in-kind” accrual) and (ii) the greater of (x) a 1.65x multiple on invested capital on the cumulative capital contributions in respect of such Series A Preferred Unit and (y) a 12% internal rate of return in respect of such Series A Preferred Unit.

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Pursuant to the Contribution Agreement, in connection with OIC’s initial contribution of $35.0 million with respect to its Series A Preferred Units, the Company issued to OIC an aggregate of 5.6 million warrants to purchase common stock of the Company at an exercise price of $4.24 per share (“OIC Warrants”). The OIC Warrants are entitled to a cashless exercise, are subject to a three-year holding period, and are exercisable until October 9, 2030.

In connection with future capital contributions to Asset Vault by OIC, the Company shall issue additional warrants to OIC at an exercise price equal to the product of (a) 1.25 and (b) the VWAP for the five trading days preceding such capital contribution. For capital contributions in excess of $35.0 million and up to $125.0 million in the aggregate, the number of warrant shares issued would equal the following rounded down to the nearest whole share: (a) 14.3 million shares of common stock multiplied by (b) the amount of such capital contribution divided by $90.0 million. For capital contributions in excess of $125.0 million in the aggregate (up to $300.0 million), the number of warrant shares issued would equal the following rounded down to the nearest whole share: (a) 19.9 million multiplied by (b) the amount of such capital contribution amount divided by $175.0 million.

The exercise price and the number of shares of the Company’s common stock issuable upon exercise of the OIC Warrants are subject to customary anti-dilution adjustments. So long as the OIC Warrants are unexercised, the OIC Warrants do not entitle the holder to any voting rights or any other shareholder rights. The issuance of the OIC Warrants and the shares issuable upon exercise have not been registered under the Securities Act, or under any state securities law. The Company believes that the transaction is exempt from registration under Section 4(a)(2) of the Securities Act, and customary legends were affixed to the OIC Warrants and will be affixed to any shares issued upon exercise of the OIC Warrants.

SOSA Acquisition

On October 23, 2025, the Company acquired 100% of the membership interests of SOSA Energy Center, LLC (“SOSA”) from Savion, LLC (“Savion”). SOSA has the rights to build a 150 MW/300 MWh BESS project located in Madison County, Texas and represents the first project formally acquired under the Company’s Asset Vault platform.

Under the membership interest purchase agreement, consideration is defined as a capacity-based purchase price equal to the project’s MWs (“Project Capacity”) at the commercial operate date (“COD”), multiplied by a fixed per-MW rate, subject to a cap that uses the greater of 150.54 MW or the ERCOT-allowed MW discharge limit. The agreement requires (i) a closing payment at signing of $4.7 million and (ii) a true-up within 30 days after the project’s COD based on Project Capacity as of COD. If the Project Capacity increases after COD, an additional payment is due within 30 days, subject to an aggregate 150 MW limit for that post-COD true-up. If the COD calculation is negative, no payment is due and no refund is owed.

Assuming project capacity of 150 MW at COD, the capacity-based purchase price would be $5.7 million if COD occurs after June 1, 2026 and $6.3 million if COD occurs on or before June 1, 2026. After applying the $4.7 million payment made at closing, the additional amount payable within 30 days after COD would therefore be approximately $1.0 million or $1.6 million, respectively. The ultimate amount will depend on Project Capacity at COD and COD timing.

Concurrently with the SOSA acquisition, the Company entered into equipment purchase agreements with Savion to acquire specific project equipment for aggregate fixed consideration of $3.4 million.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provide information which Energy Vault’s management believes is relevant to an assessment and understanding of Energy Vault’s condensed consolidated results of operations and financial condition. The discussion should be read together with our unaudited interim condensed consolidated financial statements, the respective notes thereto, and other financial information included elsewhere in this Quarterly Report. The discussion and analysis should also be read together with the audited consolidated financial statements, the respective notes thereto, and other financial information included elsewhere in the Annual Report for the year ended December 31, 2024 filed by us with the SEC on April 1, 2025. This discussion may contain forward-looking statements based upon Energy Vault’s current expectations that involve risks, uncertainties, and assumptions. Energy Vault’s actual results may differ materially from those anticipated in these forward-looking statements. You should review the section titled “Cautionary Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors,” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report. Energy Vault’s historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless the context otherwise requires, all references in this Quarterly Report to “we,” “our,” “us,” “the Company,” or “Energy Vault” refer to Energy Vault Holdings, Inc., a Delaware corporation, and its subsidiaries.

Our Business

Energy Vault provides a diverse technology portfolio of turnkey energy storage platforms, including proprietary gravity, battery, and green hydrogen energy storage hardware technologies, supported by our technology-agnostic energy management system software and integration platform. In 2024, we began a multi-year transition from providing this technology portfolio solely to third parties through a build-and-transfer model or licensing model, to also taking an ownership interest in energy storage assets in select attractive markets. We believe that our experience in the build-and-transfer business, combined with our proprietary energy storage technologies and geographical footprint, uniquely positions us to build and operate storage projects with superior efficiency and reliability.

We incorporate a customer-centric, solutions-based approach toward helping utilities, independent power producers, and large industrial energy users reduce their energy costs while maintaining power reliability. As the global demand for electricity increases and the world transitions to an economy powered by increasingly intermittent renewable energy such as solar and wind, the ability to provide clean, reliable, and affordable electricity to a growing global population will depend heavily on the ability to store and distribute energy at appropriate times. We are striving to create a world powered by renewable resources so that everyone will have access to clean, reliable, sustainable, and affordable energy.

Key Factors and Trends Affecting our Business

We believe that our performance and future success depend upon several factors that present significant opportunities for us, but also pose risks and challenges including those discussed below and in Part I, Item 1A. “Risk Factors” of our 2024 Annual Report on Form 10-K filed with the SEC on April 1, 2025 and Part II, Item 1A. “Risk Factors” in this Quarterly Report.

Impact of Tariffs

Effective March 4, 2025, the U.S. government implemented a 20% tariff under the International Emergency Economic Powers Act (“IEEPA”) on imports from China, including lithium-ion batteries. Subsequently, on April 10, 2025, an additional 125% reciprocal tariff was imposed on Chinese-origin goods. These tariffs are in addition to the preexisting 3.4% Most-Favored-Nation (MFN) base tariff and the 7.5% Section 301 tariff applicable to lithium-ion batteries imported from China. As a result, our B-Vault products, all of which have been sourced and manufactured in China, became subject to a cumulative U.S. import tariff burden of approximately 155.9%.

The imposition of these tariffs materially affected our operations. Several third-party sales projects within our backlog and development pipeline experienced delays or cancellations due to the anticipated increase in costs associated with importing B-Vault products from China. On May 12, 2025, the U.S. and Chinese governments announced a temporary 90-day pause in certain reciprocal tariffs as a measure to de-escalate trade tensions and renew negotiations. This temporary suspension, which became effective May 14, 2025, temporarily lowered the cumulative tariff rate on certain products, including our B-Vault products, during this period. On August 12, 2025, the U.S. and China agreed to extend the temporary tariff suspension for another 90 days, postponing the scheduled jump in reciprocal tariffs. Under this extension, Chinese-origin goods remain subject to an approximately 30% tariff (versus the previously threatened approximately 145%), and U.S. goods remain subject to an approximate 10% tariff from China. Notwithstanding the extension, the agreement is time-limited and remains subject to numerous conditions. Importantly for our supply chain, the November 10, 2025 expiration date of this extension means that the previously elevated duty levels could resume unless a longer-term deal is reached.

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However, there is no assurance that this de-escalation will continue beyond November 2025, or that a long-term agreement will be reached. The potential for tariffs to be fully reinstated following this period continues to represent a significant risk and creates substantial uncertainty in our supply-chain sourcing and pricing models.

Furthermore, on May 28, 2025, the U.S. Court of International Trade issued a ruling in litigation challenging the executive branch's authority to impose the March 4, 2025 tariffs under the IEEPA. While the court ruled against the government, the decision is currently under appeal and its ultimate outcome remains uncertain. The U.S. Supreme Court is scheduled to begin hearing oral arguments on November 5, 2025, with a ruling on the challenges potentially expected at the end of 2025. The legal and political ambiguity surrounding the status of these tariffs further complicates our ability to forecast costs and secure long-term sales contracts. Further, the Company continues to monitor these trade and legal developments closely, as their resolution could have a material impact on our financial results.

In addition to tariffs, in October 2025, the People’s Republic of China announced new export-control licensing requirements on certain lithium-ion battery cells, graphite anode materials, and high-performance battery manufacturing equipment, effective November 8, 2025. These controls are expected to further tighten the availability of battery components sourced from China and may increase lead times and costs for imports into the United States.

In response, we are actively exploring alternative sourcing options, including vendors with manufacturing capabilities outside of China, to mitigate the impact of these tariffs. As of the filing date of this Quarterly Report, we have not successfully imported our B-Vault products from non-Chinese suppliers on an economical basis.

Should trade tensions escalate further or if additional tariffs, trade restrictions, or retaliatory measures are implemented on our products or components originating from countries outside the U.S., our ability to source B-Vault products or sell them at competitive prices could be adversely affected. Such developments may have a material and adverse impact on our business operations, financial results, and cash flows.

U.S. Energy Storage Regulation and Legislation

The U.S. Congress and state legislatures are continuously reviewing and passing various climate change proposals, incentives, regulations, and legislation that may support the energy storage industry, including in the form of tax credits and incentives. The implementation of these laws can vary greatly across administrations and take long periods of time before the full extent of regulations are adopted. We cannot guarantee we will realize any or all of the anticipated benefits or incentives under any such enacted regulations or legislation.

The IRA, adopted by the U.S. Congress in August 2022, contained a number of tax incentive provisions that directly support the adoption of energy storage solutions and services. Before the enactment of the IRA, the Section 48 ITC did not apply to standalone energy storage projects. The IRA added Section 48(a)(3)(A)(ix) to allow a taxpayer that placed in service a standalone energy storage technology with a minimum capacity of 5 kWh to claim the ITC, if certain requirements are met.

The OBBBA, which was enacted in July 2025, contains a broad range of changes to U.S. federal income tax laws, including with respect to ITCs. Some of these changes could dampen demand for battery energy storage systems in the U.S., while other changes preserve robust support for standalone battery storage.

The OBBBA also broadened Prohibited Foreign Entity (“PFE”) restrictions to apply to all technology-neutral credits (§ 45Y, § 48E), the advanced manufacturing credit (§ 45X), and other related incentives. Under these rules, projects or component suppliers with disqualifying foreign-entity ties must satisfy new sourcing and ownership tests or forfeit credit eligibility; however, legacy IRA credits under Sections 45/48 for projects with construction commenced by December 31, 2024 remain fully grandfathered and unaffected by the PFE regime. Final eligibility and compliance will depend on forthcoming Treasury, IRS, and FERC guidance on domestic-content metrics, PFE/material-assistance certifications, and storage-specific interconnection standards. We continue to monitor these developments.

Development and Deployment Plan for Energy Storage Products

In our third-party business, we primarily rely on two models for project delivery, which are (i) EPC delivery and (ii) EEQ delivery. Under the EPC model, we generally rely on third-party EPC firms to construct our storage systems, under our supervision with dedicated teams tasked with project management. Under the EEQ model, we are responsible for the delivery of the equipment we provide, as well as resolving issues within our scope of supply.

Our cost projections for our third-party business and for our owned projects are heavily dependent upon raw materials (such as steel), equipment (such as motors, batteries, inverters, and power electronic devices), and technical and construction service providers (such as engineering, procurement, construction firms).

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Energy Storage Industry

The utility-scale energy storage industry is increasing at a rapid pace, driven by increased demand for electricity, global transitions toward renewable energy, and increased focus on grid resilience.

According to a report from the U.S. Department of Energy in December 2024, electricity demand is forecasted to grow substantially in the United States over the next few decades. Electricity demand is expected to be driven primarily by new data centers, artificial intelligence, new manufacturing facilities, electric vehicles, and sector-wide electrification. In June 2024, the Australian Energy Market Operator (“AEMO”) released their Integrated System Plan (“ISP”), a development path to transition their national electricity market to net-zero by 2050. Between 2024 and 2050, the ISP anticipates that electricity consumption from the Australian electric grid will increase by approximately 80% and energy storage capacity will increase by approximately 1,500%.

Over the past decade, deployment of renewable energy resources has accelerated and there has been an industry-wide push for decarbonization, which is increasing the demand for grid-scale energy storage. A major obstacle to transitioning to renewable sources of energy such as wind and solar is the intermittent availability of these types of energy sources. Energy storage solutions are needed to balance the production intermittency of variable renewable energy to support a clean-energy future and a balanced electrical grid infrastructure. Both government mandates and companies focused on reducing energy use, cost, and emissions are expected to propel the shift to renewable sources of power.

Additionally, software solutions play a vital role in assisting energy storage owners in managing the growing complexities of renewable energy and energy storage markets. As renewable and energy storage asset portfolios expand globally, these stakeholders will need software solutions that enhance asset performance and boost revenue while reducing total ownership costs.

Our expansion of revenue depends on the ongoing adoption of energy storage solutions by our customers and our ability to source, execute, and operate energy storage projects with attractive economics. The growth of the energy storage market that we address is primarily driven by the decreasing cost of energy storage technologies, government mandates, financial incentives to reduce GHG emissions, and efforts to enhance grid stability and efficiency. These dynamics are driving demand for increased energy storage capacity and duration.

Increasing Deployment of Renewable Energy

Deployment of renewable energy resources has accelerated over the last decade, and solar and wind have become a low cost energy source. Energy storage is critical to reducing the intermittency and volatility of renewable energy generation. However, there is no guarantee that the deployment of renewable energy will occur at the rate that is expected. Inflationary pressures, supply chain disruptions, geopolitical conflicts, government regulations, and other factors could result in fluctuations in demand for and deployment of renewable energy resources, adversely affecting our revenue and ability to generate profits in the future.

Competition

The market for our products is competitive, and we may face increased competition as new and existing competitors introduce energy storage solutions and components. Furthermore, as we expand our services and digital applications in the future, we may face other competitors including software providers and hardware manufacturers that offer software solutions. If our market share declines due to increased competition or if we are not able to compete as we expect, our revenue and ability to generate profits in the future may be adversely affected.

Inflation

In the markets in which we operate, there have been higher rates of inflation in recent years. If inflation continues to increase in our markets, it may increase our expenses that we may not be able to pass through to customers. It may also increase the costs of our products that could negatively impact their competitiveness.

Government Regulation and Compliance

Federal, state, and local government statutes and regulations concerning electricity heavily influence the market for our product and services. These statutes and regulations directly affect our owned asset business and indirectly affect our third-party sales business. These statutes and regulations often relate to electricity pricing, net metering, incentives, taxation, competition with utilities and the interconnection of customer-owned electricity generation. In the United States, governments continuously modify these statutes and regulations. Governments, often acting through state utility or public service commissions, change and adopt different rates for commercial customers on a regular basis. These changes could affect our ability to deliver cost savings to our current and future customers for the purchase of electricity.

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Each of our owned installations or our customer installations must be designed, constructed, and operated in compliance with applicable federal, state and local regulations, codes, standards, guidelines, policies, and laws. To install and operate energy storage systems on its platform, we, our customers or our partners, as applicable, are required to obtain applicable permits and approvals from applicable federal, state, and local authorities having jurisdiction to install energy storage systems and to interconnect the systems with the local electrical utility.

Recent Developments

On March 31, 2025, the Company entered into a license and royalty agreement with a publicly listed infrastructure development company in India. The agreement is expected to accelerate the manufacturing and deployment of Energy Vault’s B-Vault BESS technology alongside the Company’s VaultOS EMS software, in the Indian market. The agreement includes upfront licensing fees paid to Energy Vault, in addition to long-term recurring royalty revenue streams.

On April 16, 2025, the Company was notified by the NYSE that it was not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period. On September 3, 2025, the Company received written notice from the NYSE stating that the Company regained compliance with the minimum continued listing criteria set forth in Section 802.01C of the NYSE Listed Company Manual, based upon an average share price for the trailing 30-consecutive trading days above $1.00.

On May 31, 2025, the Cross Trails BESS, a 57 MW two-hour BESS, began commercial operations. The project marks the first fully executed asset under the Company’s “Own and Operate” growth strategy, which is supported by a 10-year tolling (offtake) agreement with Gridmatic, an AI-enabled power marketer.

On August 5, 2025, the Company completed the acquisition of Stoney Creek for total purchase consideration of AUD 4.3 million (or approximately $2.9 million), consisting of the settlement of the Company’s loan receivable and accrued interest due from Stoney Creek, plus transaction costs incurred for the acquisition. The acquisition was made to expand the Company’s portfolio of BESS projects in Australia. The acquisition provides the Company with project rights to a 125 MW/1,000 MWh BESS to be located in Narrabri, New South Wales, Australia.

On August 27, 2025, the CRC HESS, a 293 MWh microgrid system enables the isolated Calistoga, California community microgrid to maintain power during safety shutoffs began commercial operations, which is supported by a contract with The Pacific Gas and Electric Company.

On October 9, 2025, Energy Vault, Inc, a wholly-owned subsidiary of the Company, entered into a Contribution Agreement with OIC and Asset Vault, which at the time was a wholly-owned subsidiary of the Company, to establish a joint venture among the Company and OIC dedicated to developing, building, owning and operating energy storage assets globally. Pursuant to the Contribution Agreement, Asset Vault issued to OIC 300 million Series A preferred units in Asset Vault in exchange for an initial cash contribution of $35.0 million and a commitment to make further cash contributions upon the satisfaction of certain conditions in an amount up to an aggregate of $300.0 million. Additionally, pursuant to the Contribution Agreement, in exchange for 1.2 billion common units of Asset Vault, Energy Vault contributed to Asset Vault:

•100% of the equity interests of Calistoga Resiliency Center Holdco, LLC;

•100% of the equity interests of Cross Trails Energy Storage Project Holdco, LLC;

•100% of the equity interests of Energy Vault Stoney Creek HoldCo Pty Ltd;

•100% of the equity interests of Energy Vault Stoney Creek Holdings Unit Trust;

•and 100% of any right, title, and interest in a certain future battery energy storage system following its acquisition by Energy Vault.

Pursuant to the Contribution Agreement, in connection with OIC’s initial contribution of $35.0 million with respect to its Series A Preferred Units, the Company issued to OIC an aggregate of 5.6 million warrants to purchase common stock of the Company at an exercise price of $4.24 per share. OIC’s warrants are entitled to a cashless exercise, are subject to a three-year holding period, and are exercisable until October 9, 2030.

On October 23, 2025, the Company acquired 100% of the membership interests of SOSA from Savion. SOSA has the rights to build a 150 MW/300 MWh BESS project located in Madison County, Texas and represents the first project formally acquired under the Company’s Asset Vault platform.

Under the membership interest purchase agreement, consideration is defined as a capacity-based purchase price equal to the project’s MWs at the commercial operate date, multiplied by a fixed per-MW rate, subject to a cap that uses the greater

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of 150.54 MW or the ERCOT-allowed MW discharge limit. The agreement requires (i) a closing payment at signing of $4.7 million and (ii) a true-up within 30 days after the project’s COD based on Project Capacity as of COD. If the Project Capacity increases after COD, an additional payment is due within 30 days, subject to an aggregate 150 MW limit for that post-COD true-up. If the COD calculation is negative, no payment is due and no refund is owed.

Assuming project capacity of 150 MW at COD, the capacity-based purchase price would be $5.7 million if COD occurs after June 1, 2026 and $6.3 million if COD occurs on or before June 1, 2026. After applying the $4.7 million payment made at closing, the additional amount payable within 30 days after COD would therefore be approximately $1.0 million or $1.6 million, respectively. The ultimate amount will depend on Project Capacity at COD and COD timing.

Concurrently with the SOSA acquisition, the Company entered into equipment purchase agreements with Savion to acquire specific project equipment for aggregate fixed consideration of $3.4 million.

Key Operating Metrics

The following tables present our key operating metrics for the periods presented (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
New bookings	$	286,405	$	—	$	538,078	$	182,830
Cancellations	—		—		—		(182,238)
Net bookings	$	286,405	$	—	$	538,078	$	592
New bookings (in MWh)	—		—		1,019		400
Cancellations (in MWh)	—		—		—		(400)
Net bookings (in MWh)	—		—		1,019		—				September 30,<br>2025		December 31,<br>2024
---	---	---	---	---
Developed Pipeline	$	2,107,676	$	2,085,908
Developed Pipeline (in MWh)	8,712		9,194
Backlog	$	919,719	$	433,886
Backlog (in MWh)	2,392		1,574

Bookings

Net bookings represent the total aggregate contract value and total MWhs to be delivered from customer contracts signed during the period (i.e., gross bookings), net of the total aggregate value and total MWhs of contracts that were cancelled during the period. The aggregate contract value includes any potential future variable payments from tolling and offtake arrangements that the Company believes are probable of being realized. Probable future variable payments are forecasted by an independent third-party firm using simulation software that factors in current and projected energy market dynamics, historical and forecasted volatility, and location specific data. The Company considers the low-end simulation results to be probable. Potential future IP royalties are not included in bookings. Due to the long-term nature of our contracts, bookings are a key metric that allows us to understand and evaluate the growth of our Company and our estimated future revenue related to our customer contracts.

Developed Pipeline

Developed pipeline represents uncontracted potential revenue from third-party projects where potential prospective customers have either awarded the Company a project or shortlisted the Company for consideration. It also includes potential tolling revenue from projects where the Company is in advanced negotiations to build, own, and operate energy storage systems. Developed pipeline is an internal management metric that we construct using information from our global sales team and is monitored by management to understand the potential anticipated growth of our Company and to estimate potential future revenue. Developed pipeline is influenced by the prevailing foreign exchange rates and equipment prices and may vary from period to period if these inputs change.

Developed pipeline may not generate margins equal to our historical operating results. We have only recently begun to track our developed pipeline on a consistent basis as a performance measure, and as a result, we do not have significant experience in determining the level of realization that we may achieve on these potential contracts. Our customers may

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experience project delays or cancel orders as a result of external market factors and economic or other factors beyond our control.

Backlog

Backlog represents contracted but unrecognized revenue from third-party projects and services yet to be completed, unrecognized revenue or other income from IP licensing agreements, and unrecognized revenue from tolling arrangements for projects operated by Energy Vault or affiliates. Backlog includes any potential future variable payments from tolling and offtake arrangements that the Company believes is probable of being realized. Probable future variable payments are forecasted by an independent third-party firm using simulation software that factors in current and projected energy market dynamics, historical and forecasted volatility, and location specific data. The Company considers the low-end simulation results to be probable. Potential future IP royalties are not included in backlog. Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others.

We cannot guarantee that our bookings, backlog, or developed pipeline will result in actual revenue in the originally anticipated period, or at all. Our customers may experience project delays or cancel orders as a result of external market factors and economic or other factors beyond our control. Many of our projects require government approvals, third-party financing, and other contingencies, many of which are beyond our control. If our bookings, backlog, or developed pipeline fail to result in revenue as anticipated or in a timely manner, we could experience a reduction in revenue, profitability, and liquidity. See “Risk Factors - Our total backlog, bookings, and developed pipeline may not be indicative of our future revenue, which could have a material impact on our business, financial condition, and results of operations” in the Annual Report for the year ended December 31, 2024 filed by us with the SEC on April 1, 2025.

Key Components of Results of Operations

Revenue

The Company generates revenue from the sale of our energy storage products, tolling arrangements related to owned projects, the licensing of the Company’s software solutions and IP, and from long-term service agreements to operate and maintain customer owned energy systems. To date, the Company has primarily generated revenue from the sale of our BESSs and from licensing our IP.

The Company sells its BESSs under (i) an EPC model and (ii) an EEQ model. When the Company sells a BESS under the EPC model, the Company recognizes revenue over time as we transfer control of our product to the customer. Under an EEQ model, the Company recognizes revenue related to equipment sales upon delivery to the customer and service revenue over time as we provide specialized technical services to the customer.

The Company enters into tolling and power purchase agreements under which counterparties may sell energy stored in the Company’s energy storage systems or request that the Company dispatch energy on their behalf. Each agreement is evaluated to determine whether it qualifies as a lease under ASC 842 or a customer contract under ASC 606. As of June 30, 2025, one system had commenced commercial operations and was classified as an operating lease under ASC 842. Fixed fees for operating leases under ASC 842 are recognized on a straight-line basis over the contract term, and variable fees are recognized in the period in which the related energy is delivered.

When the Company licenses its IP, revenue is recognized at the point in time at which the customer obtains control of the licensed technology. When the Company licenses its software solutions or provides operation and maintenance services, the transaction price for each contract is recognized as revenue on a straight-line basis over the term of the contract.

Our revenue is affected by changes in the price, volume, and mix of products and services purchased by our customers, which is driven by the demand of our products, geographic mix of our customers, strength of competitor’s product offerings, and the availability of government incentives to the end-users of our products.

Our revenue growth is dependent on continued growth in the number of energy storage systems constructed each year and our ability to increase our share of demand in the geographic regions where we currently compete and plan to compete in the future. Additionally, our revenue growth is dependent on our ability to find attractive projects to build, own, and operate.

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Cost of Revenue

Cost of revenue primarily consists of product costs, materials and supplies, depreciation and amortization, and costs associated with subcontractors, direct labor, and product warranties. Product costs include the cost of purchased equipment, as well as tariffs and shipping costs directly attributable to that equipment.

Our cost of revenue is affected by underlying costs of equipment and materials such as batteries, inverters, enclosures, transformers, and cables, as well as the cost of subcontractors to provide construction services. We do not currently hedge against changes in the price of raw materials as we do not purchase raw materials. We purchase energy storage system components from our suppliers.

Gross Profit and Gross Profit Margin

Gross profit and gross profit margin may vary from period to period due to the timing of transferring control of significant uninstalled equipment to customers under contracts to sell energy storage systems. When control of significant uninstalled equipment is transferred to customers in a EPC project, the Company recognizes revenue in an amount equal to the cost of that equipment. The profit margin inherent in these materials is deferred until the Company fulfills its obligation to install the materials during construction of the energy storage systems. Generally, margins in an EPC project are lower in the beginning and middle stages as the equipment is delivered, and margins are higher in the later stages as the Company performs the construction, installation, and commissioning services. As a result, gross profit and gross profit margin will vary from period to period.

Additionally, gross profit and gross profit margin may vary from period to period due to our sales volume, product prices, product costs, product mix, geographical mix, and change in estimates for warranty liabilities.

Sales and Marketing (“S&M”) Expenses

S&M expenses consist primarily of internal personnel-related costs for marketing, sales, and related support teams, as well as external costs such as professional service fees, trade shows, marketing and sales-related promotional materials, public relations expenses, and website operating and maintenance costs. Personnel-related expenses include salaries, benefits, and stock-based compensation expenses.

Research and Development (“R&D”) Expenses

R&D expenses consist primarily of internal and external expenses incurred in connection with our research activities and development programs that include materials costs directly related to product development, testing and evaluation costs, construction costs including labor and transportation of material, overhead related costs and other direct expenses consisting of personnel-related expenses and consulting expenses relating to study of product safety, reliability and development. Personnel-related expenses consist of salaries, benefits, and stock-based compensation expense.

General and Administrative (“G&A”) Expenses

G&A expenses consist of information technology expenses, legal and professional fees, travel costs, and personnel-related expenses for our corporate, executive, finance, and other administrative functions, including expenses for professional and contract services. Personnel-related expenses consist of salaries, benefits, and stock-based compensation expense. To a lesser extent, general and administrative expenses include investor relations costs, insurance costs, rent, office expenses, and maintenance costs.

Provision for (Benefit from) Credit Losses

Provision for (benefit from) credit losses represents the expense (benefit) recognized to account for potential losses on accounts receivable, contract assets, and customer financing receivable due to customer defaults or credit deterioration. This provision reflects management’s estimate of expected credit losses based on historical trends and forward-looking assessments.

Depreciation, Amortization, and Accretion Expense (Excluding Amounts Included in Cost of Revenue)

Depreciation, amortization, and accretion expense consists of depreciation associated with property and equipment (excluding energy storage system depreciation which is included in cost of revenue), amortization of intangible assets, and accretion of an asset retirement obligation.

Interest Expense

Interest expense consists of contractual interest expense and amortization of non-cash debt and financing costs related to short and long-term loans, insurance premium financings, and finance leases.

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Interest Income

Interest income consists of interest income from our money market funds, interest-bearing savings accounts, customer financing receivable, and convertible note receivable.

Other income (expense)

Other income (expense) includes foreign currency gains and losses and non-recurring non-operating gains and losses.

Results of Operations

Consolidated Comparison of Three and Nine Months Ended September 30, 2025 to September 30, 2024

The following table sets forth our results of operations for the periods indicated (amounts in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2025		2024		Change		2025		2024		Change
Revenue	$	33,319	$	1,199			$	50,365	$	12,728
Cost of revenue	24,309		716		23,593		33,963		9,128		24,835
Gross profit	9,010		483		8,527		16,402		3,600		12,802
Operating Expenses:
Sales and marketing	3,210		4,347		(1,137)		10,516		13,378		(2,862)
Research and development	3,362		5,704		(2,342)		11,260		19,621		(8,361)
General and administrative	19,803		15,409		4,394		56,422		46,598		9,824
Provision for (benefit from) credit losses	(80)		1,861		(1,941)		3,752		2,214		1,538
Depreciation, amortization, and accretion (excluding amounts included in cost of revenue)	298		251		47		1,076		825		251
Loss (gain) on impairment and sale of long-lived assets	—		(14)		14		—		551		(551)
Total operating expenses	26,593		27,558		(965)		83,026		83,187		(161)
Loss from operations	(17,583)		(27,075)		9,492		(66,624)		(79,587)		12,963
Other income (expense):
Interest expense	(2,781)		(43)		(2,738)		(5,392)		(89)		(5,303)
Interest income	204		1,439		(1,235)		831		5,011		(4,180)
Other income (expense), net	(1,124)		(937)		(187)		(3,749)		711		(4,460)
Loss before income taxes	$	(21,284)	$	(26,616)			$	(74,934)	$	(73,954)

All values are in US Dollars.

Revenue

The Company recognized revenue for the product and service categories as follows for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Sale of energy storage products	$	31,749	$	811	$	44,351	$	11,494
Tolling revenue and PPA revenue	1,118		—		1,508		—
Operation and maintenance services	302		273		855		818
Software licensing	136		115		368		301
IP licensing	14		—		3,283		115
Total revenue	$	33,319	$	1,199	$	50,365	$	12,728

Revenue for the quarter ended September 30, 2025 was $33.3 million, an increase of $32.1 million from $1.2 million for the same period in 2024. The increase was driven by a $30.9 million increase in energy storage product sales, reflecting the ramp-up of the Company’s EPC projects in Australia in 2025. In addition, the Cross Trails BESS and CRC HESS commenced commercial operations in 2025, contributing $1.1 million of tolling and PPA revenue. In the comparable 2024 quarter, the Company’s EPC projects were either substantially complete or in early stages, resulting in minimal revenue.

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Revenue for the nine months ended September 30, 2025 was $50.4 million, an increase of $37.6 million from $12.7 million in the same period in 2024. The increase reflects a $32.9 million increase in energy storage product sales due to the ramp-up of the Company’s EPC projects in Australia in 2025, a $3.2 million increase in IP licensing revenue following the B-Vault licensing agreement executed in the first quarter of 2025, and $1.5 million of tolling and PPA revenue from the Cross Trails BESS and CRC HESS, which both began commercial operations in 2025.

Revenue from two customers accounted for 70% and 23% of total revenue, respectively, for the three months ended September 30, 2025 and revenue from two customers accounted for 64% and 15% of total revenue, respectively, for the nine months ended September 30, 2025. Revenue from two customers accounted for 51% and 35% of total revenue, respectively, for the three months ended September 30, 2024 and revenue from two customers accounted for 59% and 38% of total revenue, respectively, for the nine months ended September 30, 2024.

Cost of Revenue

Cost of revenue for the quarter ended September 30, 2025 was $24.3 million, an increase of $23.6 million from $0.7 million for the same period in 2024. The increase was driven by higher EPC project costs as Australian EPC activity accelerated during the quarter and by the commencement of depreciation for the Cross Trails BESS and CRC HESS placed into service in 2025.

Cost of revenue for the nine months ended September 30, 2025 was $34.0 million, an increase of $24.8 million from $9.1 million for the same period in 2024. The increase was driven by higher EPC project costs as Australian EPC activity accelerated during the period and by the commencement of depreciation for the Cross Trails BESS and CRC HESS placed into service in 2025.

Gross Profit and Gross Profit Margin

Gross profit for the quarter ended September 30, 2025 was $9.0 million, an increase of $8.5 million from $0.5 million for the same period in 2024. The increase primarily reflects higher contributions from energy storage product sales and lower warranty expenses versus the prior-year period, including a favorable adjustment in the current quarter from a change in estimated warranty costs.

Gross profit for the nine months ended September 30, 2025 was $16.4 million, an increase of $12.8 million from $3.6 million for the same period in 2024. The increase primarily reflects higher contributions from energy storage product sales, higher-margin IP licensing revenue, and lower warranty expenses versus the prior-year period, including a favorable adjustment in the current period from a change in estimated warranty costs.

Gross profit margin decreased to 27.0% for the quarter ended September 30, 2025 from 40.3% in the same period in 2024, primarily reflecting a shift in mix to lower-margin energy storage product sales in the current quarter versus higher-margin service revenue in the prior-year period.

Gross profit margin increased to 32.6% for the nine months ended September 30, 2025 from 28.3% in the same period in 2024, primarily reflecting a higher mix of IP licensing revenue in 2025, which carries no associated cost of revenue, and lower warranty expenses versus the prior-year period, including a favorable adjustment in the current period from a change in estimated warranty costs.

Sales and Marketing Expenses

Sales and marketing expenses for the quarter ended September 30, 2025 were $3.2 million, a decrease of $1.1 million from $4.3 million for the same period in 2024. The decrease reflects cost-control measures and lower S&M headcount, which together reduced personnel-related expenses by $0.6 million, external marketing and public relation costs by $0.3 million, and consulting fees by $0.1 million.

Sales and marketing expenses for the nine months ended September 30, 2025 were $10.5 million, a decrease of $2.9 million from $13.4 million for the same period in 2024. The decrease reflects cost-control measures and lower S&M headcount, which together reduced personnel-related expenses by $1.4 million, consulting fees by $0.6 million, and external marketing and public relations costs by $0.6 million.

Research and Development Expenses

Research and development expenses for the quarter ended September 30, 2025 were $3.4 million, a decrease of $2.3 million from $5.7 million for the same period in 2024. The decrease reflects cost-control measures and lower R&D headcount, which reduced personnel-related expenses by $1.5 million and engineering and development costs by $0.5 million.

Research and development expenses for the nine months ended September 30, 2025 were $11.3 million, a decrease of $8.4 million from $19.6 million for the same period in 2024. The decrease reflects cost-control measures and lower R&D

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headcount, which reduced personnel-related expenses by $5.8 million, engineering and development costs by $1.4 million, and software costs by $0.5 million.

General and Administrative Expenses

General and administrative expenses for the quarter ended September 30, 2025 were $19.8 million, an increase of $4.4 million from $15.4 million for the same period in 2024. The increase reflects higher personnel-related costs of $2.7 million due to expanded G&A headcount, a $1.6 million increase in legal and professional fees primarily due to the Dorado Goose Warrants, and a $0.6 million increase in project development costs associated with the Company’s shift toward an own-and-operate business model. These increases were partially offset by a $0.4 million decrease in office-related costs.

General and administrative expenses for the nine months ended September 30, 2025 were $56.4 million, an increase of $9.8 million from $46.6 million for the same period in 2024. The increase reflects higher personnel-related costs of $6.8 million due to expanded G&A headcount, a $2.0 million increase in legal and professional fees, a $0.6 million increase in project development costs, and a $0.5 million increase in software costs.

Provision for (Benefit from) Credit Losses

Benefit from credit losses for the quarter ended September 30, 2025 was $0.1 million, an improvement of $1.9 million, compared to a provision for credit losses of $1.9 million for the same period in 2024. During the quarter ended September 30, 2024, the Company increased its allowance for credit losses related to the Company’s refundable contribution contract asset and customer financing receivable.

Provision for credit losses for the nine months ended September 30, 2025 was $3.8 million, an increase of $1.5 million from $2.2 million for the same period in 2024. The increase relates to the Company increasing its allowance for credit losses related to the customer financing receivable and the DG Fuels convertible note in the current year.

Depreciation, Amortization, and Accretion Expense (Excluding Amounts Included in Cost of Revenue)

Depreciation, amortization, and accretion expense (excluding amounts included in cost of revenue) was $0.3 million for both the quarter ended September 30, 2025 and September 30, 2024. Depreciation, amortization, and accretion expense (excluding amounts included in cost of revenue) for the nine months ended September 30, 2025 was $1.1 million, an increase of $0.3 million from $0.8 million for the same period in 2024.

Interest Expense

Interest expense for the quarter ended September 30, 2025 was $2.8 million, an increase of $2.7 million from $43 thousand for the same period in 2024. Interest expense for the nine months ended September 30, 2025 was $5.4 million, an increase of $5.3 million from $0.1 million for the same period in 2024.

The increase in interest expense for the three and nine months ended September 30, 2025 reflects the interest on debt financings obtained in 2025, whereas in the comparable 2024 periods the Company’s borrowings were limited to insurance premium financing arrangements with minimal interest costs.

Interest Income

Interest income for the quarter ended September 30, 2025 was $0.2 million, a decrease of $1.2 million from $1.4 million for the same period in 2024. Interest income for the nine months ended September 30, 2025 was $0.8 million, a decrease of $4.2 million from $5.0 million for the same period in 2024.

The decrease in interest income for three and nine months ended September 30, 2025 reflects lower average interest-bearing cash balances compared to the same periods in 2024.

Other Income (Expense), Net

Other expense, net for the quarter ended September 30, 2025 was $1.1 million, an increase of $0.2 million from $0.9 million for the same period in 2024. Other expense, net for the quarter ended September 30, 2025 primarily reflects $1.2 million in costs related to selling shares under the Hudson Equity Purchase Agreement and $0.4 million in foreign exchange losses, partially offset by a $0.4 million gain on the sale of R&D equipment. Other expense, net for the quarter ended September 30, 2024 primarily reflects a $0.8 million loss related to the change in the value of Company’s conversion option in DG Fuels and $0.2 million in foreign exchange losses.

Other expense, net for nine months ended September 30, 2025 was $3.7 million, a change of $4.5 million from other income, net of $0.7 million for the same period in 2024. Other expense, net for the nine months ended September 30, 2025 primarily reflects $2.1 million in costs related to selling shares under the Hudson Equity Purchase Agreement and a $1.4 million loss on early debt extinguishment, partially offset by a $0.4 million gain on the sale of R&D equipment. Other income, net for the nine months ended September 30, 2024 primarily reflects a $1.5 million gain recognized on the

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derecognition of a related-party contract liability, partially offset by a $0.8 million loss related to the change in the value of Company’s conversion option in DG Fuels and $0.3 million in foreign exchange losses.

Liquidity and Capital Resources

Sources of Liquidity

Since inception, Energy Vault has financed its net cash used in operating and investing activities primarily through the issuance and sale of equity, proceeds from the reverse recapitalization and private investment in public equity transaction completed in 2022, and debt financings.

As part of our ongoing business operations, the Company had a sales backlog of $919.7 million as of September 30, 2025. Management expects this backlog to contribute to the future funding of our business, supported by a robust developed pipeline, which we anticipate to convert into additional contracted backlog as new agreements are executed.

To support non-cash backed performance bonding and surety obligations required under project EPC agreements, the Company partners globally with Marsh to access bonding and surety instruments issued by top-rated insurance firms.

Energy Vault has historically incurred negative operating cash flows and operating losses and may continue to incur operating losses in the future. The Company may seek to raise additional capital through combinations of equity and/or debt financings, subject to prevailing market conditions. Issuance of equity securities could result in dilution to existing stockholders and may include rights, preferences, or privileges senior to those of the Company’s common stock. Separately, the Company has raised and expects to continue to raise preferred equity in connection with project-specific financing vehicles. These vehicles are expected to be non-dilutive to common stockholders and would be directly tied to individual project cash flows.

The Company has raised funds through unsecured debt financings and through debt financings secured by the energy storage systems we own. The Company’s debt ranks senior to the Company’s common equity. If the Company raises additional funds through the issuance of debt securities, such instruments could also rank senior to common equity and may include covenants or terms that impose significant restrictions on operations. Volatility in the credit markets and broader financial services sector could impact the availability and cost of both debt and equity financing in the future.

Management believes that its cash, cash equivalents, and restricted cash on hand as of the filing date of this Quarterly Report will be sufficient to fund our operating activities for at least the next twelve months without regard to any cash proceeds we may receive in the future upon the exercise of outstanding warrants.

Tax Credit Transfer Commitment

On March 28, 2025, the Company entered into a Tax Credit Transfer Commitment, on behalf of its wholly-owned subsidiary companies, with a third-party purchaser pursuant to which the Company agreed to sell certain ITCs generated by the Calistoga Resiliency Center hybrid energy storage system, the Cross Trails BESS, and the Snyder CDU. The Tax Credit Transfer commitment is subject to certain conditions set forth therein, and requires the Company to incur the remaining associated capital expenditures to complete the projects (via internal sources or external sources such as project financing). The third-party purchaser has agreed to purchase on or before December 15, 2025, all the eligible ITCs generated by these projects, in an amount to be finalized subject to final cost segregation reports, which management believes will be approximately $40.6 million, net of fees, across all three projects. On July 18, 2025, the Company’s wholly-owned subsidiaries related to the Calistoga Resiliency Center entered into a Tax Credit Purchase Agreement with Vitol, Inc. for the sale of certain ITCs generated at the Calistoga Resiliency Center.

At-the-Market Facility and Equity Purchase Agreements

On November 12, 2024, we entered into an open market sales agreement (“Sales Agreement”) with Jefferies LLC, as sales agent (the “Sales Agent”), pursuant to which we may, from time to time, sell shares of our common stock, having an aggregate offering price of up to $50.0 million through the Sales Agent under an “at-the-market” equity offering program. We may seek, from time to time, to raise additional capital either under the Sales Agreement or otherwise.

On March 31, 2025, we entered into the Hudson Equity Purchase Agreement. Pursuant to the Hudson Equity Purchase Agreement, the Company has the right at its sole discretion, but not the obligation, to sell to Hudson, and Hudson is obligated to purchase, up to $25.0 million of newly issued shares of the Company’s common stock, from time to time during the term of the Hudson Equity Purchase Agreement, subject to certain limitations and conditions.

In connection with the Hudson Equity Purchase Agreement, the Company entered into a Registration Rights Agreement, pursuant to which the Company agreed to register the Commitment Shares and the shares issuable pursuant to the Hudson Equity Purchase Agreement. The securities to be offered pursuant to the Hudson Equity Purchase Agreement will be

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offered pursuant to our effective shelf registration statement on Form S-3/A (File No. 333-273089), which was filed with the SEC on July 14, 2023 and declared effective on July 20, 2023.

During the nine months ended September 30, 2025, the Company received proceeds of $6.8 million from the sale of common stock under the Hudson Equity Purchase Agreement.

On August 6, 2025, the Company entered into the Helena Purchase Agreement. Pursuant to the Helena Purchase Agreement, the Company has the right, but not the obligation, to sell to Helena, and Helena is obligated to purchase, up to $25.0 million of newly issued shares of the Company’s common stock, from time to time over a 36-month term, subject to certain limitations and conditions. The obligations under the Helena Purchase Agreement are subject to a standstill period and will not commence until the later of (i) ninety days from the execution of the agreement, or (ii) the termination or expiration of the Company's existing Hudson Equity Purchase Agreement.

The Company’s Convertible Debentures restrict the Company from selling shares under the Hudson and Helena Equity Purchase Agreements unless the Investor provides consent.

CRC Bridge Loan

On March 31, 2025, CRC, a wholly-owned subsidiary of the Company, entered into a $27.8 million credit agreement with Jefferies, as administrative agent, collateral agent, and lender. The CRC Bridge Loan was intended to provide interim financing until long-term debt could be arranged. The CRC Bridge Loan carried a 9.5% annual interest rate and had a scheduled maturity date of April 23, 2025. After deducting closing fees, net proceeds totaled $26.8 million. On April 4, 2025, the Company refinanced the full outstanding balance of the CRC Bridge Loan through the issuance of $27.8 million in CRC Senior Notes (as described below).

CRC Senior Notes

On April 4, 2025, CRC issued $27.8 million of senior notes with Eagle Point Credit as lender and Jefferies serving as agent for the transaction. The CRC Senior Notes were priced at 99.25% of par, resulting in net proceeds of $27.6 million.

The CRC Senior Notes bear interest at 12.5% per annum until the earlier of (i) the Company’s receipt of any tax credit transfer proceeds and (ii) December 31, 2025, and thereafter at a rate of 9.50% per annum. The CRC Senior Notes are senior secured obligations of CRC, backed by a first-priority pledge of all CRC assets and equity interests. The CRC Senior Notes include customary affirmative and negative covenants, including minimum cash reserves and a minimum debt service coverage ratio.

Principal and interest are payable semi-annually, with installments due each February 28 and August 31. The Company may, at its option, redeem all or a portion of the CRC Senior Notes prior to maturity, subject to specified call protection provisions and any prepayment premiums set forth in the agreement. In the event of a change of control, the Company may be required to offer to repurchase the notes at a specified price.

Cross Trails Bridge Loan

On May 12, 2025, the Company entered into a secured bridge loan with Crescent Cove for $10.0 million, bearing interest at 24% per annum and with a maturity date of July 14, 2025. The loan was issued net of a 5% original issue discount and a structuring fee of $0.2 million, for net proceeds of $9.3 million. Total interest expense on the loan of $0.4 million was deducted from the loan proceeds. On July 14, 2025, the Company repaid $5.0 million of principal and simultaneously amended the loan to extend the maturity of the remaining $5.0 million to July 21, 2025. In connection with the extension, the Company paid a $0.2 million amendment fee. The remaining principal and additional interest for the extension were paid on July 18, 2025.

Cross Trails Senior Note

On July 23, 2025, Cross Trails, a wholly-owned subsidiary of the Company, entered into a credit agreement with Wilmington Trust, National Association, as administrative agent and collateral agent, and Jefferies Capital Services, LLC, as initial lender.

The Cross Trails Senior Note provides for a senior secured term loan facility in an aggregate principal amount of approximately $17.8 million. After origination costs were deducted from the loan proceeds by the lender, net proceeds from the Cross Trails Senior Note were $17.6 million The proceeds are intended to support the Cross Trails energy storage project, including payment of operating costs, funding of required reserve accounts, payment of fees and expenses related to the transaction, and certain distributions to the project sponsor or its designee at closing.

The Cross Trails Senior Note is structured as a single-draw term loan, with the full amount funded on July 23, 2025. The borrowing bears interest, at the Company’s election, at (i) the ABR plus 5.00% or (ii) the term SOFR plus 6.00%. Principal

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and interest are payable semi-annually, with installments due each February 28 and August 31, beginning on February 28, 2026. The Cross Trails Senior Note matures on July 23, 2032.

The Cross Trails Senior Note may be repaid at any time, subject to payment of accrued interest, breakage costs and a repayment premium. Mandatory prepayments are required upon the occurrence of certain customary events, including the receipt of insurance or condemnation proceeds (subject to customary reinvestment rights), asset sales above specified thresholds, the incurrence of additional non-permitted indebtedness, or the non-permitted issuance of new equity interests by the borrower, and are subject to the payment of accrued interest, breakage costs and a repayment premium.

The obligations under the Cross Trails Senior Note are secured by a first priority security interest in substantially all of the assets of the Cross Trails Borrower, including the project assets, accounts, and related collateral, as well as the membership interests in the Cross Trails Borrower. The Cross Trails Senior Note contains customary affirmative and negative covenants for a project financing of this type, including limitations on additional indebtedness, liens, asset sales, investments, affiliate transactions, and distributions. The Cross Trails Borrower is also required to maintain certain financial ratios, including a minimum debt service coverage ratio of 1.10:1.00, and to maintain of insurance, deliver certain financial and other reports, and comply with applicable laws and permits.

The Cross Trails Senior Note also includes customary representations and warranties, indemnification provisions and requirements for the maintenance of insurance and compliance with applicable laws and permits.

Sale of Future Receipts

On August 29, 2025, the Company, together with Energy Vault, Inc., its wholly-owned subsidiary entered into an agreement of sale of future receipts with Cedar. Cedar paid a purchase price of $5.0 million, from which $0.5 million of origination fees were deducted, resulting in net proceeds of $4.5 million. Under the agreement, the Sellers remit to Cedar $0.2 million per week, or approximately 27.0% of future receivables collections, until Cedar has received an aggregate amount equal to (i) $5.1 million if fully repaid within 30 days of funding, (ii) $5.2 million if fully repaid after 30 days but within 60 days of funding, or (iii) $6.3 million if not fully repaid within 60 days of funding.

The Company did not fully repay the Cedar Arrangement within 60 days of funding, therefore the applicable aggregate amount to be remitted to Cedar will be $6.3 million. Through September 30, 2025, the Company had remitted $0.5 million to Cedar, with $5.8 million remaining.

On September 2, 2025, the Sellers entered into an agreement of sale of future receipts with UFS. UFS paid a purchase price of $1.0 million, from which $0.1 million of origination fees were deducted, resulting in net proceeds of $0.9 million. Under the agreement, the Sellers remit to UFS $35 thousand per week, or approximately 4.9% of future receivables collections, until UFS has received an aggregate amount equal to (i) $1.0 million if fully repaid within 30 days of funding, (ii) $1.0 million if fully repaid after 30 days but within 60 days of funding, or (iii) $1.3 million if not fully repaid within 60 days of funding.

The Company fully repaid the UFS Arrangement on November 4, 2025, which was within 60 days of funding, therefore the applicable aggregate amount remitted was $1.0 million. Through September 30, 2025, the Company had remitted $0.1 million to UFS, with $0.9 million remaining.

On September 4, 2025, the Sellers entered into an agreement of sale of future receipts with Reliance. Reliance paid a purchase price of $1.5 million, from which $0.2 million of origination fees were deducted, resulting in net proceeds of $1.3 million. Under the agreement, the Sellers remit to Reliance $0.1 million per week, or approximately 1.0% of future receivables collections, until Reliance has received an aggregate amount equal to (i) $1.5 million if fully repaid within 30 days of funding, (ii) $1.6 million if fully repaid after 30 days but within 60 days of funding, or (iii) $1.9 million if not fully repaid within 60 days of funding.

The Company fully repaid the Reliance Arrangement on November 4, 2025, which was within 60 days of funding, therefore the applicable aggregate amount remitted was $1.6 million. Through September 30, 2025, the Company had remitted $0.2 million to Reliance, with $1.4 million remaining.

Convertible Debentures

On September 22, 2025, the Company entered into a Purchase Agreement with an Investor pursuant to which the Company agreed to issue senior unsecured Convertible Debentures in multiple tranches with an aggregate principal amount of up to $50.0 million. The initial tranche of $30.0 million was funded at closing and net proceeds were $29.1 million after deductions for an original issue discount and origination fees. The proceeds are to be used for general corporate working capital and to support storage project development, construction, and related growth initiatives.

The Convertible Debentures were issued at 97% of par, bear interest at 7.0% per annum (18.0% upon an uncured event of default), and mature on March 22, 2027. Beginning on the 65th day after the applicable closing and monthly thereafter,

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scheduled installments of principal and accrued interest are due as follows (per $10.0 million of original principal): $0.4 million on the first Payment Date, $0.6 million on each of the next 13 Payment Dates, $0.8 million on the next Payment Date, and $1.0 million at maturity.

For the initial tranche, the fixed conversion price is $4.50 per share. For each tranche, the fixed conversion price (the “Fixed Price”) is equal to 150% of the Bloomberg VWAP of the Company’s common stock on the trading day prior to that tranche’s closing.

On any Payment Date when the Company’s daily VWAP has equaled or exceeded 115% of the Fixed Price for each of the five prior trading days, no Company Redemption (cash installment) is due for that date (the principal remains outstanding). For each installment, the Company may (i) pay cash plus a payment premium equal to 7.0% of the principal portion paid (“Payment Premium”) (10.0% while an Amortization Event is in effect), (ii) elect to allow the Investor to convert the unpaid installment at a price equal to the lower of (A) the Fixed Price or (B) 97% of the lowest daily VWAP during the four trading days immediately preceding the conversion date, but not below the Floor Price (equal to $0.60 per share for the initial tranche), or (iii) satisfy the installment through a combination of cash and conversion.

While an Amortization Event is in effect, the monthly installment must be paid in cash, the applicable payment premium is 10.0%, and the installment amount may increase to the greater of the scheduled amount and 20.0% of then-outstanding principal.

Outside the monthly payment schedule, the Company may optionally redeem the Convertible Debentures upon advance notice for cash when the VWAP is below the Fixed Price (with the applicable Payment Premium). Upon a change of control, the Company may redeem all outstanding Convertible Debentures at 110% of principal.

The Purchase Agreement includes customary covenants and restrictions, including a prohibition on variable-rate transactions while amounts may be or are outstanding, limitations on additional indebtedness and liens subject to agreed exceptions (including specified project-level indebtedness for subsidiaries such as Calistoga and Cross Trails and certain refinancings), and limitations on the Company’s use of existing equity lines without Investor consent. The Company may utilize its ATM program only if specified conditions are satisfied, applying 25.0% of gross ATM proceeds to reduce the Convertible Debentures principal on the back end of the schedule, and observing a cooling-off period of three trading days after an Investor market-price conversion; if the ATM is used in any calendar month, the next scheduled amortization payment will be convertible at the Investor’s election. Any subsidiary that directly receives Convertible Debenture proceeds must guarantee the Company’s obligations. The Investor agreed not to engage in short sales of the Company’s equity, but may sell shares corresponding to submitted conversions.

Subject to customary conditions (including no event of default), the Company may draw an additional $20.0 million within ten business days after the closing of a qualifying preferred equity investment and the effectiveness of a resale registration statement. Any such second tranche would be issued on substantially the same terms as the initial tranche, except that its Fixed Price would reset to 150% of the Bloomberg VWAP on the trading day prior to that tranche’s closing.

Cash, Cash Equivalents, and Restricted Cash

Our cash equivalents are highly liquid investments purchased with an original or remaining maturities of three months or less.

The following table summarizes our cash, cash equivalents, and restricted cash balances as of September 30, 2025 and December 31, 2024 (amounts in thousands):

	September 30,<br>2025		December 31,<br>2024
Cash and cash equivalents	$	32,696	$	27,091
Restricted cash	29,232		2,982
Total cash, cash equivalents, and restricted cash	$	61,928	$	30,073

Restricted cash primarily consists of cash deposits held in segregated accounts as collateral for certain debt financing requirements and for guarantees and bonds issued in connection with our customer projects.

Additionally, our contractual arrangements with customers often require us to issue letters of credit, bank guarantees, and performance and payment bonds to secure our performance under those contracts. To collateralize these instruments, we deposit cash in restricted accounts that cannot be used for general corporate purposes until the underlying obligations are settled or the guarantees expire.

The following table summarizes restricted cash balances (amounts in thousands):

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	September 30,<br>2025			December 31,<br>2024
Restricted cash, current portion	$	2,509		$	990
Restricted cash, long-term portion	26,723			1,992
Total restricted cash	$	29,232		$	2,982
Restricted cash related to debt financing	$	9,464		$	—
Restricted cash related to customer projects	17,259			2,982
Other	2,509		—	—
Total restricted cash	$	29,232		$	2,982

Contractual Obligations

Our principal commitments as of September 30, 2025 consisted primarily of obligations under debt financing arrangements, operating leases, finance leases, a deferred pension, warranty liabilities, and issued purchase orders. Our non-cancellable purchase obligations as of September 30, 2025 totaled approximately $4.0 million.

The following table summarizes the cash maturities of the Company’s debt instruments as of September 30, 2025 (amounts in thousands):

	2025		2026		2027		2028		2029		Thereafter
Debt obligations	$	7,626	$	27,177	$	9,258	$	2,615	$	3,228	$	19,534

Cash Flows

The following table summarizes cash flows from operating, investing, and financing activities for the periods indicated (amounts in thousands):

	Nine Months Ended September 30,
	2025		2024
Net cash provided by (used in) operating activities	$	921	$	(21,040)
Net cash used in investing activities	(32,792)		(48,085)
Net cash provided by financing activities	63,429		565
Effects of exchange rate changes on cash	297		689
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	31,855	$	(67,871)

Operating Activities

Cash provided by operating activities was $0.9 million for the nine months ended September 30, 2025, compared to cash used in operating activities of $21.0 million for the same period in 2024.

For the nine months ended September 30, 2025, cash provided by operating activities reflects a net loss of $82.9 million, adjusted for $46.3 million in non-cash charges, a $77.8 million increase in operating liabilities, and a $40.3 million increase in operating assets. Significant non-cash items include $28.4 million in stock-based compensation expense, $5.6 million related to the deferred tax asset valuation allowance, $3.8 million in provision for credit losses, $2.7 million in non-cash debt and financing costs, $2.3 million in depreciation, amortization, and accretion expense, $1.9 million in non-cash equity issuance costs related to the Hudson Equity Purchase Agreement, and $1.4 million in loss on debt extinguishment. The increase in operating liabilities was driven by a $53.6 million increase in contract liabilities and a $24.6 million increase in accounts payable and accrued expenses. The increase in contract liabilities relate to advance customer payments for ongoing projects. The increase in operating assets was driven by an $40.4 million increase in advances to suppliers, a $6.7 million increase in inventory, a $3.0 million increase in prepaid and other current assets, and a $1.8 million increase in other assets, partially offset by a $12.4 million decrease in accounts receivable.

Cash provided by operating activities for the nine months ended September 30, 2025, improved compared with the same period in 2024, primarily reflecting higher upfront customer collections and favorable timing of payments for accounts payable and accrued expenses, partially offset by increased advances to suppliers.

Investing Activities

Cash used in investing activities was $32.8 million for the nine months ended September 30, 2025, compared to $48.1 million, for the same period in 2024.

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Cash used in investing activities for the nine months ended September 30, 2025 consisted of $30.7 million for the purchase of property and equipment, primarily for the construction of the CDU, Cross Trails BESS, and the Calistoga HESS and $2.1 million of loans extended to Stoney Creek prior to its acquisition.

The decrease in cash used in investing activities for the nine months ended September 30, 2025, compared to the same period in 2024, was driven by lower property and equipment expenditures.

Financing Activities

Cash provided by financing activities was $63.4 million for the nine months ended September 30, 2025, compared to $0.6 million for the nine months ended September 30, 2024.

Cash provided by financing activities for the nine months ended September 30, 2025 was primarily attributable to proceeds of $117.2 million from debt financings, $6.8 million from the issuance of shares, and $2.6 million from insurance premium financing arrangements, partially offset by $51.5 million of debt repayments, $9.6 million of debt issuance costs, and $2.1 million of insurance premium financing repayments.

The increase in cash provided by financing activities for the nine months ended September 30, 2025, compared to the same period in 2024, was driven by proceeds from debt financings and the issuance of shares, neither of which occurred in the prior year, partially offset by debt repayments and payments for debt issuance costs.

Non-GAAP Financial Measures

To complement our condensed consolidated statements of operations and comprehensive loss, we use non-GAAP financial measures of adjusted S&M expenses, adjusted R&D expenses, adjusted G&A expenses, adjusted operating expenses, adjusted net loss, and adjusted EBITDA. Management believes that these non-GAAP financial measures complement our GAAP amounts and such measures are useful to securities analysts and investors to evaluate our ongoing results of operations when considered alongside our GAAP measures. The presentation of these non-GAAP measures is not meant to be considered in isolation or as an alternative to other measures of financial performance calculated in accordance with GAAP. These non-GAAP measures and their reconciliation to GAAP financial measures are shown below.

The following table provides a reconciliation from GAAP S&M expenses to non-GAAP adjusted S&M expenses (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
S&M expenses (GAAP)	$	3,210	$	4,347	$	10,516	$	13,378
Non-GAAP adjustments:
Stock-based compensation expense	931		1,794		3,015		5,291
Reorganization expenses	—		—		32		288
Adjusted S&M expenses (non-GAAP)	$	2,279	$	2,553	$	7,469	$	7,799

The following table provides a reconciliation from GAAP R&D expenses to non-GAAP adjusted R&D expenses (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
R&D expenses (GAAP)	$	3,362	$	5,704	$	11,260	$	19,621
Non-GAAP adjustments:
Stock-based compensation expense	1,323		2,241		4,059		6,527
Reorganization expenses	—		—		318		503
Adjusted R&D expenses (non-GAAP)	$	2,039	$	3,463	$	6,883	$	12,591

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The following table provides a reconciliation from GAAP G&A expenses to non-GAAP adjusted G&A expenses (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
G&A expenses (GAAP)	$	19,803	$	15,409	$	56,422	$	46,598
Non-GAAP adjustments:
Stock-based compensation expense	7,897		6,213		21,337		17,618
Reorganization expenses	—		(23)		812		895
Adjusted G&A expenses (non-GAAP)	$	11,906	$	9,219	$	34,273	$	28,085

The following table provides a reconciliation from GAAP operating expenses to non-GAAP operating expenses (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating expenses (GAAP)	$	26,593	$	27,558	$	83,026	$	83,187
Non-GAAP adjustments:
Depreciation, amortization, and accretion (excluding amounts included in cost of revenue)	298		251		1,076		825
Stock-based compensation expense	10,151		10,248		28,411		29,436
Reorganization expenses	—		(23)		1,162		1,686
Provision for (benefit from) credit losses	(80)		1,861		3,752		2,214
Loss (gain) on impairment and sale of long-lived assets	—		(14)		—		551
Adjusted operating expenses (non-GAAP)	$	16,224	$	15,235	$	48,625	$	48,475

The following table provides a reconciliation from net loss attributable to Energy Vault Holdings, Inc. to non-GAAP adjusted net loss, (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss attributable to Energy Vault Holdings, Inc. (GAAP)	$	(26,817)	$	(26,593)	$	(82,880)	$	(73,920)
Non-GAAP adjustments:					—
Stock-based compensation expense	10,151		10,248		28,411		29,436
Reorganization expenses	—		(23)		1,162		1,686
Provision for (benefit from) credit losses	(80)		1,861		3,752		2,214
Loss on debt extinguishment	—		—		1,412		—
Expenses related to equity purchase agreement	1,166		—		2,072		—
Foreign exchange losses	383		194		732		301
Gain on sale of R&D equipment	(426)		—		(426)		—
Loss (gain) on impairment and sale of long-lived assets	—		(14)		—		551
Gain on derecognition of contract liability	—		—		—		(1,500)
Adjusted net loss (non-GAAP)	$	(15,623)	$	(14,327)	$	(45,765)	$	(41,232)

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The following table provides a reconciliation from net loss to non-GAAP adjusted EBITDA, with net loss being the most directly comparable GAAP measure (amounts in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss attributable to Energy Vault Holdings, Inc. (GAAP)	$	(26,817)	$	(26,593)	$	(82,880)	$	(73,920)
Non-GAAP adjustments:
Interest expense	2,781		43		5,392		89
Interest income	(204)		(1,439)		(831)		(5,011)
Provision for income taxes	5,535		—		7,991		—
Depreciation, amortization, and accretion	1,485		251		2,263		825
Stock-based compensation expense	10,151		10,248		28,411		29,436
Reorganization expenses	—		(23)		1,162		1,686
Provision for (benefit from) credit losses	(80)		1,861		3,752		2,214
Loss on debt extinguishment	—		—		1,412		—
Expenses related to equity purchase agreement	1,166		—		2,072		—
Foreign exchange losses	383		194		732		301
Gain on sale of R&D equipment	(426)		—		(426)		—
Loss (gain) on impairment and sale of long-lived assets	—		(14)		—		551
Change in fair value of derivative asset - conversion option	—		820		—		820
Gain on derecognition of contract liability	—		—		—		(1,500)
Adjusted EBITDA (non-GAAP)	$	(6,026)	$	(14,652)	$	(30,950)	$	(44,509)

We present adjusted EBITDA, which is net loss excluding adjustments that are outlined in the quantitative reconciliation provided above, as a supplemental measure of our performance and because we believe this measure is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. The items excluded from adjusted EBITDA are excluded in order to better reflect our continuing operations.

In evaluating adjusted EBITDA, one should be aware that in the future we may incur expenses similar to the adjustments noted above. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these types of adjustments. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net loss, operating loss, or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

Our adjusted EBITDA measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•it does not reflect our cash expenditures, future requirements for capital expenditures, or contractual commitments;

•it does not reflect changes in, or cash requirements for, our working capital needs;

•it does not reflect stock-based compensation, which is an ongoing expense;

•although depreciation, amortization, and accretion are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our adjusted EBITDA measure does not reflect any cash requirements for such replacements;

•it is not adjusted for all non-cash income or expense items that are reflected in our consolidated statements of cash flows;

•it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;

•it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and

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•other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to use to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using adjusted EBITDA only supplementally.

Critical Accounting Estimates

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

There have not been any changes to our critical accounting policies and estimates as compared to those disclosed under the caption Critical Accounting Estimates in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2024 Annual Report on Form 10-K filed with the SEC on April 1, 2025.

Emerging Growth Company Accounting Election

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have irrevocably elected to take advantage of the benefits of this extended transition period for new or revised financial accounting standards. We are expected to remain an emerging growth company through the end of 2026 and expect to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.

Recently Adopted and Issued Accounting Pronouncements

Recently issued and adopted/unadopted accounting pronouncements are described in Note 2 of the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates.

Foreign Currency Risk

The majority of our contracts with customers are denominated in U.S. dollars or the Australian dollar, and certain of our definitive agreements could be denominated in other currencies, including the Euro, the Swiss franc, the South African rand, the Brazilian real, and the Saudi riyal. A strengthening of the U.S. dollar could increase the cost of our solutions to our international customers, which could adversely affect our business and results of operations.

In addition, a portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies, such as the euro, the Swiss franc, and the Australian dollar, and are subject to fluctuations due to changes in foreign currency exchange rates. If we increase our exposure to foreign currencies and are not able to successfully hedge against the risks associated with currency fluctuations, our results of operations could be adversely affected.

Inflation Risk

Our operations could be adversely impacted by inflation, primarily from higher material, labor, and construction costs. While it is difficult to measure the impact of inflation for such estimates accurately, we believe, if our costs are affected due to significant inflationary pressures, we may not be able to fully offset higher costs through price increases or other corrective measures, which may adversely affect our business, financial condition, and results of operations.

Credit Risk

Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to us. Our customers include the counterparties for the sale of our energy storage products and solutions and the licensees of our IP. A loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment could harm our business and negatively impact revenue, results of operations, and cash flows. Credit policies have been approved and implemented to assess our existing and potential customers with the objective of mitigating credit losses. These policies establish guidelines, controls, and credit limits to manage credit risk within approved tolerances by

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mandating an appropriate evaluation of the financial condition of existing and potential customers, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. In addition, customers are required to make milestone payments based on their project’s progress. We may also, at times, require letters of credit, parent guarantees, or cash collateral when deemed necessary.

Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that may impact our counterparties. We continuously monitor the creditworthiness of all our customers.

Commodity Price Risk

We are subject to risk from fluctuating market prices of certain commodity raw materials, including cement, steel, aluminum, and lithium, that are used in the components that we purchase from our suppliers and then as inputs to our products. Prices of these raw materials may be affected by supply restrictions or other logistic costs market factors from time to time. We do not enter into hedging arrangements to mitigate commodity risk. Significant price changes for these raw materials could reduce our operating margins if suppliers increase component prices and we are unable to recover such increases from our customers and could harm our business, financial condition, and results of operations.

Item 4. Controls and Procedures

Limitations on the Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation of our disclosure controls and procedures as of September 30, 2025, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II-Other Information

Item 1. Legal Proceedings

Energy Vault has been and continues to be involved in legal proceedings that arise in the ordinary course of business, the outcome of which, if determined adversely to Energy Vault, would not individually or in the aggregate have a material adverse effect on Energy Vault’s business, financial condition, and results of operations. From time to time, Energy Vault may become involved in additional legal proceedings arising in the ordinary course of its business.

Item 1A. Risk Factors

There have not been any material changes to our risk factors as previously disclosed in Part I, Item 1A of our 2024 Annual Report on Form 10-K filed with the SEC on April 1, 2025. You should carefully consider the risks set forth in Part 1, Item 1A, Risk Factors, of the Company’s 2024 Annual Report, and all other information included in this Quarterly Report before making an investment decision. Our business, financial condition, and results of operations could be materially and adversely affected by any of these risks or uncertainties.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Other than as previously described in Current Reports on Form 8-K, there were no unregistered sales of equity securities during the period covered by this report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

None.

(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

(c) Insider trading arrangements and policies.

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit<br>Number				Incorporated by Reference
	Description of Document		Schedule/Form		File Number		Exhibit Number		Filing Date
3.1		Amended and Restated Bylaws of Energy Vault Holdings, Inc.		8-K		001-39982		3.1		February 14, 2022
3.2		Amended and Restated Certificate of Incorporation of Energy Vault Holdings, Inc.		8-K		001-39982		3.2		February 14, 2022
4.1**†#		Warrant to Purchase Common Stock, issued to Dorado Goose LLC on August 18, 2025
4.2**†#		Convertible Debenture, dated September 22, 2025, between Energy Vault Holdings, Inc. and YA II PN, LTD.
4.3**†#		Form of Warrant to Purchase Common Stock, issued to OIC Structured Equity Fund I AUS, L.P, on October 9, 2025
4.4**†#		Form of Warrant to Purchase Common Stock, issued to OIC Structured Equity Fund IGPFA, L.P, on October 9, 2025
4.5**†#		Form of Warrant to Purchase Common Stock, issued to OIC Structured Equity Fund I, L.P, on October 9, 2025
10.1		Note Purchase Agreement, dated April 4, 2025, by and between Calistoga Resiliency Center, LLC and Eagle Point Credit Management, LLC		10-Q		001-39982		10.4		May 13, 2025
10.2		Equity Purchase Agreement, dated March 31, 2025, by and between Energy Vault Holdings, Inc. and Hudson Global Ventures, LLC		10-Q		001-39982		10.5		May 13, 2025
10.3		Form of Credit Agreement, dated May 12, 2025, by and between Energy Vault Holdings, Inc. and Crescent Cove Opportunity Lending, LLC		10-Q		001-39982		10.6		May 13, 2025
10.4		Equity Purchase Agreement, dated August 6, 2025, by and between Energy Vault Holdings, Inc. and Helena Global Investment Opportunities I LTD		10-Q		001-39982		10.4		August 8, 2025
10.5		Credit Agreement, dated as of July 23, 2025, by and among Cross Trails Energy Storage Project, LLC, Wilmington Trust, National Association, as administrative agent and collateral agent, and each of the lenders party thereto		8-K		001-39982		10.1		July 28, 2025
10.6**†#		Standard Merchant Cash Advance Agreement, dated August 28, 2025, by and between Energy Vault Holdings, Inc., Energy Vault Inc., and Cedar Advance LLC.
10.7**†#		Securities Purchase Agreement, dated September 22, 2025, between Energy Vault Holdings, Inc. and YA II PN, LTD.
10.8**†#		Registration Rights Agreement, dated September 22, 2025, between Energy Vault Holdings, Inc. and YA II PN, LTD.
10.9**†#		Tax Credit Purchase Agreement, dated July 18, 2025, by and between Calistoga Resiliency Center, LLC, Calistoga Resiliency Center HoldCo, and Vitol Inc.

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Exhibit<br>Number				Incorporated by Reference
	Description of Document		Schedule/Form		File Number	Exhibit Number	Filing Date
10.10**†#		Amended and Restated Limited Liability Company Agreement of Asset Vault, LLC, dated October 9, 2025
10.11**†#		Contribution and Purchase Agreement, by and among Energy Vault, Inc., OIC Structure Equity Fund I, L.P., OIC Structured Equity Fund I AUS, L.P., OIC Structured Equity Fund I GPFA, L.P. and Asset Vault, LLC
31.1**		Certification of Principal Executive Officer required under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2**		Certification of Chief Financial Officer required under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		XBRL Instance Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document
104**		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_____________________

** Filed herewith

^    The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filings of Energy Vault Holdings, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

†    Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted because the Company customarily and actually treats such omitted information as private or confidential and because such omitted information is not material.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Energy Vault Holdings, Inc.
Date: November 10, 2025	By:	/s/ Robert Piconi
		Name: Robert Piconi
		Title: Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
Date: November 10, 2025	By:	/s/ Michael Beer
		Name: Michael Beer
		Title: Chief Financial Officer
		(Principal Financial and Accounting Officer)

60

Document

Exhibit 4.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

FORM OF WARRANT TO PURCHASE COMMON STOCK

For the Purchase of Up to 4,500,000 Shares of Common Stock

ENERGY VAULT HOLDINGS, INC.

Dated as of August 18, 2025

1.Warrant. This Warrant to Purchase Common Stock (this “Warrant”), issued on August 18, 2025, 2025 (the “Issuance Date”), hereby certifies that, for value received Energy Vault Holdings, Inc., a Delaware corporation (the “Company”), Dorado Goose LLC, a Puerto Rico limited liability company (the “Holder”), as registered owner of this Warrant, is entitled, at any time or from time to time on or after the Issuance Date and at or before 2:00 p.m., Pacific Time, on August 18, 2027 (the “Expiration Time”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 4,500,000 shares of Common Stock (as may be adjusted pursuant to Article 6, the “Warrant Shares”), at a price per Warrant Share as set forth below (as may be adjusted pursuant to Article 6, the “Exercise Price”), subject to the terms and conditions set forth herein:

Number of Warrants    Exercise Price

500,000    $1.50 per share

1,000,000    $2.00 per share

1,000,000    $2.50 per share

2,000,000    $3.00 per share

2.Exercise. Holder may exercise this Warrant, in whole or in part, in accordance with the procedures set forth in this Article 2 below:

2.1. Exercise Form. In order to exercise this Warrant:

2.1.1. The form of Notice of Exercise attached hereto as Annex A (the “Exercise Form”) must be duly executed and completed and delivered to the Company in facsimile copy or e-mail attachment, together with this Warrant and the Investor Questionnaire (as defined below) for the surrender and cancellation thereof (to the extent described below) and payment of the Exercise Price for the Warrant Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check (each date on which all such items are delivered to the Company, an “Exercise Date”). No ink-original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, Holder shall not be required to physically surrender this Warrant to the Company until Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, Holder shall surrender this Warrant to the Company for cancellation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available

hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Any rights represented hereby that have not been exercised by the Expiration Time shall become and be void without further force or effect, and all rights to exercise this Warrant represented hereby shall cease and expire at the Expiration Time. If the date on which the Expiration Time is set to occur is not a Business Day, then the Expiration Time shall be deemed to be extended to 2:00 p.m., Pacific Time, on the next succeeding Business Day.

2.1.2. The form of Investor Questionnaire attached hereto as Annex B (the “Investor

Questionnaire”) must be duly executed and completed and delivered to the Company in

facsimile copy or e-mail attachment.

2.2. Cashless Exercise. Holder may elect in its sole discretion to exercise this Warrant through a

cashless exercise in lieu of paying the Exercise Price in cash, pursuant to which Holder shall be

entitled to receive the number of Warrant Shares computed using the following formula:

X =    Y(A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this

Warrant (as of the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6). ]1

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares may be tacked on to the holding period of the Warrants. The Company agrees not to take any position contrary to the foregoing sentence.

3.    Delivery of Warrant Shares.

3.1. As promptly as reasonably practicable on or after an Exercise Date, and in any event within five (5) Business Days thereafter, the Company shall cause the Transfer Agent to issue book-entry interests representing the number of Warrant Shares exercised on such Exercise Date to the account designated by Holder in the Exercise Form. Such issuance and delivery shall be made without charge to Holder for any issue or transfer tax (other than any such taxes in respect of any transfer by Holder to another person occurring contemporaneously therewith), Transfer Agent fee or other incidental expense in respect of the issuance, all of which such taxes and expenses shall be paid by the Company.

3.2. Legend. Other than as provided below, the Warrant Shares issued upon the exercise of this Warrant shall bear a legend as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.”

If this Warrant is exercised and (A) there is then an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, Holder, or (B) the Warrant Shares are (x) eligible for resale by Holder pursuant to Rule 144 at the time of sale of such Warrant Shares or (y) eligible for resale by Holder without volume or manner-of-sale limitations pursuant to Rule 144, then the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to Holder by crediting the account of Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system. The Company shall, at the request of Holder, promptly deliver all the necessary documentation to cause the Transfer Agent to promptly remove all restrictive legends from any of the Warrant Shares pursuant to the foregoing, and promptly deliver or cause its legal counsel to promptly deliver to the Transfer Agent the necessary legal opinions or instruction letters required by the Transfer Agent, if any, to promptly

effectuate the foregoing, subject to receipt of customary representation letters from Holder and, if applicable, its broker.

4.Transfer.

4.1. General Restrictions. Holder may sell, transfer, assign, pledge or hypothecate (“Transfer”) this Warrant, in whole or in part, subject to compliance with applicable securities laws and the terms of this Warrant. In order to make any Transfer, Holder must deliver to the Company the form of Notice of Transfer attached hereto as Annex B (the “Transfer Form”), duly executed and completed by Holder, together with this Warrant for the surrender and cancellation thereof and remit the payment of all transfer taxes, if any, payable in connection therewith. Within two (2) Business Days of the Company’s receipt of such Transfer Form, this Warrant and reasonably satisfactory evidence of the remittal of payment for all applicable transfer taxes, if any, the Company shall transfer the rights under this Warrant, in whole or in part, on the books of the Company, cancel this Warrant and execute and deliver a new warrant or warrants of like tenor to the appropriate Transferee(s) expressly evidencing the right to purchase the aggregate number of Warrant Shares Transferred pursuant to this Section 4.1 (subject to the execution thereof by such Transferee(s)) and, if applicable, to Holder in accordance with Section 5.1.

4.2. Restrictions Imposed by the Securities Act. This Warrant and the Warrant Shares issuable upon the exercise hereof shall not be Transferred unless and until: (a) the Company has received an opinion of counsel for Holder reasonably acceptable to the Company that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (provided that no such opinion of counsel shall be required in connection with sales of Warrant Shares under Rule 144 of the Securities Act); or (b) a registration statement or a post-effective amendment to a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Commission and compliance with applicable state securities law has been established to the Company’s satisfaction, acting reasonably and in good faith.

5.New Warrants to be Issued.

5.1. Partial Exercise or Transfer. Subject to the restrictions in Article 4, this Warrant may be exercised or Transferred in whole or in part. In the event that the exercise or the Transfer hereof is in part only, upon surrender of this Warrant for cancellation, together with the duly executed Exercise Form or Transfer Form, as applicable, and funds sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to Holder without charge a new warrant of like tenor to this Warrant in the name of Holder evidencing the right of Holder to purchase the number of Warrant Shares purchasable hereunder as to which this Warrant has not been

exercised or Transferred (subject to Holder’s execution thereof).

5.2. Lost Certificate. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, including a certification by Holder thereof,

and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new warrant of like tenor and date (subject to Holder’s execution thereof). Any such new warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

6. Adjustments.

6.1. Adjustments to Number of Warrant Shares. In the event that the Company (a) pays a dividend in shares of Common Stock or makes a distribution in shares of Common Stock or any other equity or equity equivalent security payable in shares of Common Stock to holders of its outstanding Common Stock, (b) subdivides (by any split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares Common Stock, or (c) combines (by any combination, reverse split or otherwise) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the remaining number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to any such dividend, distribution, subdivision, or combination shall be proportionately adjusted such that Holder will thereafter receive upon exercise in full of this Warrant the aggregate number of Warrant Shares that Holder would have owned immediately following such action if this Warrant had been exercised in full immediately before the record date, if any, for such action. Any adjustment made pursuant to this Section 6.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

6.2. Rights Offering. In addition to any adjustments pursuant to Section 6.1 above, if at any time the Company grants, issues or sells any Common Stock equivalents or rights to purchase stock, warrants or securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (“Purchase Rights”), then Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Holder would have acquired if Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record date is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights.

6.3. Extraordinary Transactions. If the Company effects any Extraordinary Transaction, then upon consummation of such Extraordinary Transaction, this Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets which Holder would have owned immediately after the consummation of such Extraordinary Transaction if Holder had exercised in full this Warrant immediately before the consummation of such Extraordinary Transaction. If holders of Common Stock are given any choice as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Extraordinary Transaction, then Holder shall be given the same choice as to such consideration it receives upon any exercise of this Warrant following such Extraordinary Transaction. For the avoidance of doubt, if this Section 6.3 applies to the transaction, Section 6.1 shall not apply.

6.4. Adjustments to Exercise Price. Upon any adjustment to the number of Warrant Shares subject to this Warrant pursuant to this Article 6, the Exercise Price shall be adjusted concurrently therewith to equal the product of (a) the Exercise Price (as it may have been previously adjusted pursuant to this Section 6.4) and (b) a fraction, the numerator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant in full before giving effect to such adjustment, and the denominator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant as so adjusted pursuant to this Article 6.

6.5. No Changes in Form of Warrant. This Warrant need not be amended or modified because of any adjustment pursuant to this Article 6, and any Warrant issued after the occurrence of an event requiring an adjustment under this Article 6 may state the same Exercise Price and the same number of Warrant Shares as are stated in this Warrant, subject to Section 5.1. The acceptance by Holder of the issuance of any new warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issuance Date or the computation thereof.

6.6. Elimination of Fractional Interests. The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Warrant Shares or other securities, properties or rights.

7.Reservation; Listing. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of Warrant Shares as shall be issuable upon the full exercise of this Warrant. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, in accordance with the terms hereof, all Warrant Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable. Notwithstanding anything to the contrary herein, no Warrant Shares shall be issued at less than their par value. The Company shall use commercially reasonable efforts to cause all Warrant Shares to be approved for listing, subject to official notice of issuance, on each securities exchange or automated quotation system on which the Common Stock has been listed.

8.Representations and Warranties of Holder. Holder hereby represents and warrants to, acknowledges to and agrees with the Company as of the date hereof:

8.1. Organization, Existence and Qualification. Holder is an entity that has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of organization.

8.2. Authorization and Enforceability. Holder has the requisite power and authority to execute and deliver this Warrant and to consummate the transactions contemplated hereby. The execution, delivery and performance by Holder of this Warrant have been duly and validly authorized by all necessary requisite action on the part of Holder. This Warrant has been duly executed and

delivered by Holder and constitutes a valid and binding obligation of Holder, enforceable against Holder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

8.3. No Violation. The execution, delivery and performance by Holder of this Warrant do not and will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of Holder; (ii) conflict with or violate or breach the terms of, result in a default under, result in the creation of any lien under or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under any note, bond, mortgage, indenture, credit agreement or other contract to which Holder is a party or by which it is bound; (iii) violate any judgment, order, ruling, regulation or decree applicable to Holder as a party in interest; or (iv) violate any Law applicable to Holder or any of its assets, except any matters described in clauses (ii), (iii) and (iv) above which would not have a material adverse effect on the ability of Holder to consummate the transactions contemplated hereby.

8.4. Consents, Approvals or Waivers. All consents, approvals, authorizations or waivers from, and any registrations or filings with or notifications to, any Governmental Authority required on the part of Holder in connection with Holder’s execution, delivery or performance of this Warrant and the consummation of the transactions contemplated hereby have been obtained and are effective as of the date hereof.

8.5. Investment Intent. Holder understands that this Warrant and the Warrant Shares, as applicable, are “restricted securities” and as of the date hereof, have not been registered under the Securities Act or any applicable federal and state securities laws. Holder is acquiring this Warrant and, upon exercise of this Warrant, the Warrant Shares, as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Warrant or Warrant Shares, as applicable, has no present intention of distributing any of such Warrant or Warrant Shares, as applicable, and has no arrangement or understanding with any other Persons regarding the distribution of such Warrant or Warrant Shares, as applicable, in any transaction in violation of the applicable federal and state securities laws in the United States (this representation and warranty not limiting Holder’s right to sell or otherwise dispose of this Warrant or the Warrant Shares, as applicable, in compliance with applicable federal and state securities laws in the United States and in compliance with other agreed restrictions). Holder does not have any agreement or understanding, directly or indirectly, with any Person to distribute any part of this Warrant or the Warrant Shares, as applicable. Holder understands and acknowledges that this Warrant and the Warrant Shares, as applicable, may be subject to certain resale restrictions under applicable securities laws. Holder also acknowledges that it has been advised to consult its own legal counsel with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and that, without limiting the representations and warranties made by the Company in this Warrant, the Company is not in any manner responsible for ensuring compliance by Holder with such restrictions).

8.6. Holder Status. Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

8.7. Legends. Holder understands that the Warrant Shares will bear a restrictive legend at such time as set forth in Section 3.2.

8.8. Experience of Holder. Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in this Warrant and the Warrant Shares, as applicable, and has so evaluated the merits and risks of such investment. Holder is able to bear the economic risk of an investment in this Warrant and the Warrant Shares, as applicable, and, at the present time, is able to afford a complete loss of such investment.

8.9. Access to Information. Holder acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of this Warrant and the Warrant Shares and the merits and risks of investing in this Warrant and the Warrant Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to this Warrant and the purchase of the Warrant Shares; and (iv) the opportunity to ask questions of management. Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of this Warrant and the Warrant Shares, as applicable. Notwithstanding anything contained herein to the contrary, Holder acknowledges that the Company and its representatives may possess non-public Information not known to Holder that may be material to a reasonable investor, such as Holder, when making investment decisions, including the decision to enter into this Warrant or exercise this Warrant, and Holder’s decision to enter into this Warrant or exercise this Warrant, as applicable, is being made with full recognition and acknowledgment that the Company is privy to non-public Information, irrespective of whether such non-public Information has been provided to Holder. This Section 8.9 is not intended to, and shall not, limit the representations and warranties made by the Company in this Warrant.

8.10.    Independent Investment Decision. Holder has independently evaluated the merits of its decision to enter into this Warrant and purchase the Warrant Shares, as applicable, and Holder confirms that it has not relied on the advice of any other Person’s business and/or legal counsel in making such decision. Holder understands that nothing in this Warrant or any other materials presented by or on behalf of the Company to such Holder in connection with this Warrant or the purchase of the Warrant Shares, as applicable, constitutes legal, tax or investment advice. Holder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with this Warrant and its purchase of the Warrant Shares, as applicable. This Section 9.10 is not intended to, and shall not, limit the representations and warranties made by the Company in this Warrant.

8.11.    No Reliance. Holder has not relied on any representation or warranty in connection with

this Warrant or purchase of the Warrant Shares, as applicable, other than those contained in this Warrant.

8.12.    Compliance with Laws.

8.12.1. Anti-Corruption. In the past five (5) years, neither the Holder (or Affiliates thereof) nor, to the knowledge of Holder, any of its Representatives or any other Person acting for or on behalf of the Holder has directly or indirectly: (a) made, offered, or promised to make or offer any payment, loan, or transfer of anything of value, including any reward, advantage, or benefit of any kind, to or for the benefit of any Government Official, candidate for public office, political party, or political campaign, for the purpose of improperly (i) influencing any act or decision of such Government Official, candidate, party or campaign, (ii) inducing such Government Official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any Person, (iv) expediting or securing the performance of official acts of a routine nature, or (v) otherwise securing any improper advantage; (b) paid, offered, or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (c) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment, or other expenditures, in each case to the extent unlawful under Anti-Corruption Laws; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any material false or inaccurate books and records of the Holder; or (f) otherwise violated any of the Anti-Corruption Laws or applicable provisions of any anti-money laundering Laws, including without limitation the Money Laundering Control Act, the Currency and Foreign Transactions Reporting Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and the Corporate Transparency Act. No Holder (or Affiliates thereof) has: (A) made any voluntary disclosure to any Governmental Authority relating to Anti-Corruption Laws or anti-money laundering Laws; (B) been the subject of any investigation or inquiry regarding compliance with such Laws; or (C) been assessed any fine or penalty under such Laws.

8.12.2. International Trade Laws.

8.12.2.1.    The Holder (or Affiliates thereof), is and for the past five (5) years has been in compliance in all material respects with applicable International Trade Laws, and have not taken any action that violates, evades or avoids, or attempts to violate, evade or avoid International Trade Laws. Neither the Holder (or Affiliates thereof) nor any of its Representatives acting on its behalf, currently or during the past five (5) years: (i) is or has been a Sanctioned Person or has acted, directly or indirectly, on behalf of a Sanctioned Person; (ii) is unlawfully conducting or has unlawfully conducted any business or engaged in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person; or (iii) is unlawfully dealing in

or has unlawfully dealt in, or otherwise engaged in, any transaction relating to, any

property or interests in property of any Sanctioned Person, in each case of (i) through

(iii) in violation of applicable International Trade Laws.

8.12.2.2.    Holder (or Affiliates thereof) has not received and, after due care and inquiry, is

not aware of any current or threatened investigation, inquiry, complaint, lawsuit, voluntary or involuntary disclosure, warning letter, penalty notice, or other regulatory action, whether internal, by a government regulator or agency, or a private party, alleging any violation of International Trade Laws, nor has the Holder (or Affiliates thereof nor any of its Representatives, been convicted of violating any International Trade Laws.

8.12.2.3.    The Holder (or Affiliates thereof), has adopted and implemented policies and

procedures reasonably designed to prevent, detect and deter violations of applicable International Trade Laws.

8.12.3. The Holder is not, and, for as long as the Holder retains beneficial ownership over the Warrants and underlying Warrant Shares, will not be, a “specified foreign entity” as such term is defined in Section 7701(a)(51)(B) of the Code or a “foreign influenced entity” Section 7701(a)(51)(D) of the Code.

9.    Representations and Warranties of the Company. The Company hereby represents and warrants to Holder as follows as of the date of this Warrant:

9.1. Organization; Existence and Qualification. The Company is duly incorporated and is validly existing and in good standing under the Laws of the state of its formation, is duly qualified to do business and is in good standing in each jurisdiction in which it is required to qualify in order to conduct its business, except where the failure to so qualify would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

9.2. Authorization and Enforceability.

9.2.1. The Company has the requisite power and authority to execute and deliver this Warrant and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company.

9.2.2. (A) This Warrant has been duly executed and delivered by the Company and (B) this Warrant constitutes the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except, in the case of clause (B) above, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the rights and remedies of creditors generally as

well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

9.3. No Violation. The execution, delivery and performance by the Company of this Warrant do not, and the consummation of the transactions contemplated hereby will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of the Company; (ii) violate or breach the terms of, result in a default under, result in the creation of any lien, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under (x) any note, bond, mortgage, indenture or credit agreement to which the Company is a party and (y) any other contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (iii) violate any judgment, order, ruling, regulation or decree applicable to the Company or any of its properties or assets; or (iv) violate any Law applicable to the Company or any of its properties or assets, except for matters described in clauses (ii), (iii) or (iv) above which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

9.4. Consents, Approvals or Waivers. The execution, delivery and performance by the Company of this Warrant (including the authorization, issuance and delivery of the Warrant Shares) will not be subject to or require any consent, approval, authorization, or waiver from, or any registration or filing with or notification to, any Person, except for (i) filings required by federal and state securities laws, (ii) the approval for listing on the NYSE of the Warrant Shares; and (iii) such consents as have been obtained or where the failure of the Company to obtain or make any such consent, approval, authorization, order, filing or registration would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

10.No Rights as Shareholder until Exercise. This Warrant does not entitle Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

11.Certain Notice Requirements.

11.1.    Holder’s Right to Receive Notice. If at any time prior to the earlier to occur of the

Expiration Time or the exercise of this Warrant in full, any of the events described in Section 11.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least five (5) Business Days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Without limiting the foregoing, the Company shall deliver to Holder a copy of each notice given to any of the other shareholders of the Company at the same time and in the same manner that any such notice is given to the shareholders.

11.2.    Events Requiring Notice. The Company shall be required to give the notice described in

this Article 11 upon one or more of the following events: (a) if the Company shall take a record

of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution, (b) the Company shall offer to all or substantially all of the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. In addition to and not in limitation of the foregoing, the Company shall be required to give the notice described in this Article 11 prior to consummating any transaction set forth in clauses (a) through (e) of the definition of Extraordinary Transaction, irrespective of whether such transaction entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock; provided, however, that in no event shall the Company be required to give such notice prior to such transaction being publicly disclosed.

11.3.    Notice of Change in Exercise Price. The Company shall, promptly after an event

requiring an adjustment pursuant to Article 6, send notice to Holder, which shall describe such event causing the change and the method of calculating same.

11.4.    Transmittal of Notices. All notices that are required or may be given pursuant to this

Warrant shall be sufficient in all respects if given in writing. Any such notice shall be deemed given (a) when made, if made by hand delivery, and upon confirmation of receipt, if made by electronic mail transmission, (b) one (1) Business Day after being deposited with a next-day courier, postage prepaid or (c) three (3) Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Holder:

Dorado Goose LLC

[●]

If to the Company:

Energy Vault Holdings, Inc.

4165 East Thousand Oaks Blvd., Suite 100

Westlake Village, California 91362

Attention: General Counsel

Email: legal@energyvault.com

With a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

1114 6th Ave 32nd Floor,

New York, NY 10036

Attention: Benjamin N. Heriaud; Jenny Speck

Email: bheriaud@velaw.com; jspeck@velaw.com

12.Tax Treatment of Warrant. The Company and the Holder intend to treat this Warrant as Common

Stock and the exercise of this Warrant for Common Stock as a nonevent for U.S. federal and

applicable state and local income tax purposes.

13.Miscellaneous.

13.1.    Amendments The terms of this Warrant may be amended only with the written consent of

the Company and Holder.

13.2.    Headings. The headings contained herein are for the sole purpose of convenience of

reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant.

13.3.    Entire Agreement. This Warrant (together with the other agreements and documents being

delivered pursuant to or in connection with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

13.4.    Binding Effect. This Warrant shall inure solely to the benefit of, and shall be binding

upon, Holder and the Company and their permitted assignees, respective successors, legal representatives and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.

13.5.    Applicable Law. This Warrant and any claim, controversy or dispute arising under or

related to this Warrant shall be governed by, and construed in accordance with the Laws of, the

State of New York without regard to its principles regarding conflicts of law.

13.6.    Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits to the

exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in the State of New York and in the federal courts in the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable Law.

13.7.    Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the

fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any court referred to in Section 13.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

13.8.    Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to this Warrant in the manner provided for notices in Section 11.4. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

13.9.    Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS WARRANT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.10.    Waiver, etc. The failure of the Company or Holder to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a waiver of any such provision, nor in any way affect the validity of this Warrant or any provision hereof or the right of the Company or Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

14. Defined Terms. As used herein:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly

through one or more intermediaries, Controls, is Controlled by or is under common Control with

such Person.

“Anti-Corruption Laws” means all applicable Laws, regulations or orders of any Governmental Authority relating to anti-bribery or anti-corruption (governmental or commercial), including Laws that prohibit the corrupt payment, offer, promise, authorization, acceptance or agreement to accept the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any government official, foreign government employee, commercial entity or anyone to obtain or retain business improperly or for other improper benefit or advantage, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq.), the UK Bribery Act of 2010, the U.S. Foreign Extortion Prevention Act, and all local, national and international Laws prohibiting such conduct or enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.0001 per share.

“Control” (including the terms “Controlled by” and “under common Control with”) with respect to any Person means the possession, directly or indirectly, of the power to exercise or determine the voting of more than fifty percent (50%) of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than fifty percent (50%) of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extraordinary Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the capital stock of the Company (other than (i) a change in par value, from par value to no par value, from no par value to par value or (ii) as a result of a stock dividend or subdivision, split up or combination of shares of Common Stock to which Section 6.1 applies), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving entity of such consolidation or merger), (d) sale or lease of all or substantially all of the Company’s assets (on a consolidated basis) or capital stock to another Person or (e) other similar transaction, in each case, that entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock.

“Governmental Authority” shall mean any foreign, domestic, supranational, federal, territorial, state or local governmental entity, quasi-governmental entity, court, tribunal, judicial or arbitral body, commission, health organization, board, bureau, agency or instrumentality, or any regulatory, administrative or other department, agency or any political or other subdivision, department or branch of any of the foregoing.

“Government Official” means any officer or employee of a Governmental Authority or any Person acting in an official capacity for or on behalf of any such government or department, agency, instrumentality, public international organization, sovereign wealth fund, or any political party, party official, or candidate thereof.

“International Trade Laws” means all applicable U.S. and non-U.S. laws, statutes, rules, regulations, judgments, orders (including executive orders), decrees or restrictive measures relating to economic, financial, or trade sanctions, export control, or anti-boycott measures

administered, enacted, or enforced by a relevant Sanctions Authority, as well as applicable customs laws.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“Material Adverse Effect” means any material adverse effect on (a) the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (b) the Company’s ability to consummate the transactions contemplated hereby.

“NYSE” means the New York Stock Exchange.

“Person” (including the term “Persons”) means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Representatives” of a Person shall mean such Person and its and their respective officers,

directors, principals, employees, financial advisors, attorneys, accountants, consultants, agents,

auditors, bankers and other advisors and representatives.

“Sanctioned Jurisdiction” means a country or territory which is, or during the past five years has been, the subject or target of comprehensive U.S. sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk People’s Republic and Luhansk

People’s Republic regions of Ukraine).

“Sanctioned Person” means a Person (i) identified on the United States’ Specially Designated Nationals and Blocked Persons List, the United States’ Denied Persons List, Entity List or Debarred Parties List, the United Nations Security Council Sanctions List, the European Union’s List of Persons, Groups and Entities Subject to Financial Sanctions, the United Kingdom’s Consolidated List of Financial Sanctions Targets, or any other similar list maintained by any Sanctions Authority having jurisdiction over the parties to this Agreement; (ii) located, organized or resident in a Sanctioned Jurisdiction or (iii) owned, 50% or more, individually or in the aggregate by, controlled by, or acting on behalf of a Person described in clause (i) or (ii) above.

“Sanctions Authority” means the United States government, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the Bureau of Industry and Security of the U.S. Department of Commerce, the United Nations Security Council, the European Union, any Member State of the European Union and the competent national authorities thereof, the United Kingdom, the Office of Financial Sanctions Implementation of His Majesty’s Treasury, the Export Control Joint Unit of the UK Department of International Trade, and any other relevant governmental, intergovernmental or supranational body, agency or authority with jurisdiction over the parties to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Transfer Agent” means Computershare Trust Company, N.A., or such other entity as the

Company may designate to act as the transfer agent for its Common Stock from time to time. [Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

ENERGY VAULT HOLDINGS, INC.

By: _____________

Name:

Title:

DORADO GOOSE LLC

By: _____________

Name:

Title: Director

ANNEX A

NOTICE OF EXERCISE

Date:    , 20__

The undersigned hereby elects irrevocably to exercise the Warrant to Purchase Common Stock (the

“Warrant”) attached hereto for surrender and cancellation for ______ shares of common stock, par value

$0.0001 per share (the “Warrant Shares”), of ENERGY VAULT HOLDINGS, INC., a Delaware

corporation (the “Company”), and hereby makes payment of $    (at the rate of $____ per Warrant Share) in payment of the Exercise Price pursuant thereto.

Please issue the Warrant Shares as to which the Warrant is exercised and, if applicable, a new warrant of like tenor representing the number of Warrant Shares for which the Warrant has not been exercised. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

DORADO GOOSE LLC

By:

Name:

Title:]

ANNEX A

NOTICE OF EXERCISE

Date:    , 20__

The undersigned hereby elects irrevocably to exercise the Warrant to Purchase Common Stock (the “Warrant”) attached hereto for surrender and cancellation for ______ shares of common stock, par value $0.0001 per share (the “Warrant Shares”), of ENERGY VAULT HOLDINGS, INC., a Delaware corporation (the “Company”), and hereby [check one]:

□    makes payment of $    (at the rate of $____ per Warrant Share) in payment of the

Exercise Price pursuant thereto; or

□    elects to exercise the Warrant on a cashless basis and to convert its right to purchase

Warrant Shares under the Warrant for ______ Warrant Shares, in accordance with the following formula:

X =    Y(A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (as of

the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

Please issue the Warrant Shares as to which the Warrant is exercised and, if applicable, a new warrant of like tenor representing the number of Warrant Shares for which the Warrant has not been exercised. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

DORADO GOOSE LLC

By:

Name:

Title]

ANNEX B

INVESTOR QUESTIONNAIRE

ANNEX C

NOTICE OF TRANSFER

FOR VALUE RECEIVED, DORADO GOOSE LLC does hereby sell, assign and transfer unto

the right to purchase    shares of common stock, par value $0.0001 per share, of ENERGY VAULT HOLDINGS, INC., a Delaware corporation (the “Company”), evidenced by the Warrant to Purchase Common Stock attached hereto for surrender and cancellation and does hereby authorize the Company to transfer such right on the books of the Company. [If shares are not sold via Rule 144 or registered, transferee to complete the Investor Questionnaire in Annex B and provide to Company.]

Dated:    , 20__

DORADO GOOSE LLC

By:

Name:

Title

Document

Exhibit 4.2

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

ENERGY VAULT HOLDINGS, INC.

Convertible Debenture

Original Principal Amount:    [$30,000,000] [$20,000,000]

Issuance Date: [_________]

Number: NRGV-[1][2]

FOR VALUE RECEIVED, ENERGY VAULT HOLDINGS, INC., an entity organized under the laws of Delaware (the "Company"), hereby promises to pay to YA II PN, LTD., or its registered assigns (the "Holder") the amount set out above as Original Principal Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the “Principal”) and the Redemption Premium, as applicable, in each case when due, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). The Issuance Date is the date of the first issuance of this Convertible Debenture (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, this “Debenture”) regardless of the number of transfers and regardless of the number of instruments, which may be issued to evidence such Debenture. This Debenture was originally issued pursuant to the Securities Purchase Agreement dated as of September 22, 2025, between the Company and the Buyers listed on the Schedule of Buyers attached thereto (as it may be amended from time to time, the “Securities Purchase Agreement”). Certain capitalized terms used herein are defined in Section (14).

(1)GENERAL TERMS

(a)Maturity Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The "Maturity Date" shall be March 22, 2027. Other than as specifically permitted by this Debenture, the Company may not prepay or redeem any portion of the outstanding Principal and accrued and unpaid Interest.

(b)Interest Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 7.00% (“Interest Rate”), which Interest Rate shall increase to an annual rate of 18.00% upon the occurrence of an Event of Default (for so long as such event remains uncured). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.

(2)REDEMPTIONS

(a)Monthly Cash Redemptions. The Company shall, at its own option, (i) redeem in cash each Installment Amount (as defined in Section (14)) set forth on the Redemption Schedule (as defined in Section (14)) (a “Company Redemption”) on each applicable Redemption Date (as defined in Section (14)), subject to the provisions of this Section (2)(a) and Section (2)(b) below, (ii) allow such Installment Amount to be converted by the Holder in accordance with Section (4)(c), or (iii) elect a combination of a Company Redemption and a conversion described in clause (ii) above. On or prior to each Redemption Date, the Company shall deliver written notice in the form attached hereto as Exhibit II (each, an “Company Redemption Notice”) to the Holder which Company Redemption Notice shall either: (i) state that the Company elects to redeem, in whole or in part, the applicable Installment Amount in cash pursuant to a Company Redemption, and/or (ii) confirm that all or the applicable portion of the applicable Installment Amount may be converted by the Holder in whole, or in part, pursuant Section (4)(c) any time after the applicable Redemption Date.

(b)If the Company does not timely deliver a Company Redemption Notice on or prior to the Redemption Date in accordance with this Section (2)(a), then the Company shall be deemed to have delivered a Company Redemption Notice confirming that the applicable Installment Amount may be converted by the Holder in accordance with Section (4)(c). For the avoidance of doubt, upon the delivery, or deemed delivery, of a Company Redemption Notice allowing such Installment Amount to be converted by the Holder, the Company’s obligation to redeem such Installment Amount pursuant to this Section 2(a) shall be satisfied on the applicable Redemption Date and Interest on the related Principal amount shall cease to accrued as of the date that is the earlier of (1) the one-month anniversary of such Redemption Date or (2) the date the Holder exercises its right to converts such Installment Amount in accordance with Section (4)(c), regardless of whether such conversion would result in the issuance of shares of Common Stock in excess of the Beneficial Ownership Cap.

(c)Notwithstanding the foregoing, in the event that as of any Redemption Date there is an Event of Default or an Amortization Event in effect which has not been cured, then, in respect of such Redemption Date, (i) the Company shall be required to redeem in cash through a Company Redemption, (ii) the applicable Installment Amount shall be the greater of the Installment Amount set forth on the Redemption Schedule or the Amortization Installment

Amount, and (iii) the applicable Redemption Premium shall be as set forth in Section (14)(ff) hereof.

(d)In the event that the daily VWAP on each of the five consecutive Trading Days immediately prior to the Redemption Date exceeds a price equal to 115% of the Fixed Price and during such period there shall not have occurred (A) an Event of Default, (B) an Amortization Event, or (C) an event that with the passage of time or giving of notice would constitute an Event of Default or an Amortization Event then no Company Redemption shall be due and payable on such Redemption Date.

(e)The amounts of any conversions made by the Holder at the Fixed Price or any Optional Redemptions made by the Company pursuant to this Debenture on or before any Redemption Date shall have the effect of adjusting the Redemption Schedule by reducing the Installment Amount of future payments coming due in reverse chronological order (i.e. starting with the latest payments first).

(f)Company Redemption. If the Company elects or is required to make a Company Redemption in cash in accordance with Section (2)(a), then the amount to be paid shall be the sum of the applicable Installment Amount (or Amortization Installment Amount, if applicable) plus the corresponding Redemption Premium (collectively, the “Redemption Amount”). The Redemption Amount shall be paid by the Company on or before such Redemption Date, by wire transfer of immediately available funds. If the Company fails to redeem the full Redemption Amount on the applicable Redemption Date, then the Company shall be deemed to have delivered a Company Redemption Notice confirming that the unpaid portion of the applicable Redemption Amount may be converted by the Holder pursuant to Section (4)(c).

(g)Company Additional Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under this Debenture as described in this Section (each such option, an “Optional Redemption”); provided, that the Company provides the Holder with written notice (each, an “Optional Redemption Notice”) of its desire to exercise an Optional Redemption, which Optional Redemption Notice shall be delivered to the Holder after the close of regular trading hours on a Trading Day. Each Optional Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Debenture to be redeemed and the applicable Optional Redemption Amount.

(i)Fixed Price Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under this Debenture if the VWAP of the Common Stock is less than the Fixed Price on the date the Optional Redemption Notice is delivered (a “Fixed Price Optional Redemption”). The “Optional Redemption Amount” in respect of a Fixed Price Optional Redemption shall be an amount equal to (a) the outstanding Principal balance being redeemed by the Company plus (b) the applicable Redemption Premium (as set forth in Section (14)(ff) hereof) in respect of such Principal amount plus (c) all accrued and unpaid interest hereunder as of the date of such redemption.

(ii)Change of Control Transaction Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem early all, but not less than all, amounts outstanding under this Debenture if a Change of Control Transaction occurs (a “Change of Control Transaction Optional Redemption”). The “Optional Redemption Amount”

in respect of a Change of Control Transaction Optional Redemption shall be an amount equal to (a) the outstanding Principal balance being redeemed by the Company plus (b) the applicable Redemption Premium (as set forth in Section (14)(ff) hereof) in respect of such Principal amount plus (c) all accrued and unpaid interest hereunder as of the date of such redemption.

(iii)After receipt of an Optional Redemption Notice, the Holder shall have seven (7) Trading Days (beginning with the Trading Day immediately following the date the Optional Redemption Notice is delivered to the Holder in accordance with the terms of this Section (2)(c)) to elect to convert the Principal amount, and accrued and unpaid Interest, subject to the Optional Redemption. On the eighth (8th) Trading Day following the delivery of the applicable Optional Redemption Notice, the Company shall deliver to the Holder the Optional Redemption Amount with respect to the Principal amount redeemed to the extent not converted or otherwise repaid after giving effect to the conversions or other payments made during such seven (7) Trading Day period.

(h)Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(3)EVENTS OF DEFAULT.

(a)An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body, in each case of competent jurisdiction) shall have occurred:

(i)The Company's failure to pay to the Holder any amount of Principal, Redemption Premium, Redemption Amount, Interest, or other amounts when and as due under this Debenture or any other Transaction Document and such failure continues for a period of five (5) Business Days;

(ii)(A) The Company shall commence, or there shall be commenced against the Company, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company, in any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; (B) the Company is adjudicated insolvent or bankrupt; (C) any order of relief or other order approving any such case or proceeding is entered; (D) the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; (E) the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; (F) the Company shall fail to pay, shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (G) the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; (H) the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or (I) any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing;

(iii)The Company shall default in any of its obligations under any note, debenture, mortgage, credit agreement or other facility, indenture agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any

indebtedness for borrowed money of the Company in an amount exceeding $2,000,000, whether such indebtedness now exists or shall hereafter be created and such default is not cured within the time prescribed by the documents governing such indebtedness or if no time is prescribed, withing the (10) Trading Days, and shall result, such indebtedness becomes or is declared due and payable;

(iv)A final judgment or judgments for the payment of money in excess of $2,000,000 in the aggregate are rendered against the Company and/or any of its Subsidiaries and which judgments are not, within forty five (45) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered by insurance or an indemnity from a creditworthy party shall not be included in calculating the $2,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within forty five (45) days of the issuance of such judgment;

(v)The Common Stock shall cease to be quoted or listed for trading, as applicable, on any Principal Market for a period of ten (10) consecutive Trading Days;

(vi)A Change of Control Transaction (as defined in Section (14)) occurs unless in connection with such Change of Control Transaction this Debenture is redeemed under Section (2)(c);

(vii)The Company's (A) failure to deliver the required number of shares of Common Stock to the Holder within two (2) Trading Days after the applicable Share Delivery Date (after giving effect to any permitted extensions) or (B) notice to any holder of the Debenture, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of all or a portion of this Debenture into shares of Common Stock that is tendered in accordance with the provisions of this Debenture, other than pursuant to Section (4)(e);

(viii)The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined below) within five (5) Business Days after such payment is due;

(ix)The Company’s failure to file with the Commission any Periodic Report on or before the due date of such filing as established by the Commission, it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under Rule 12b-25 under the Exchange Act, and such failure continues for a period of ten (10) Business Days;

(x)Any representation or warranty made or deemed to be made by or on behalf of the Company in or in connection with any Transaction Document, or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such representation or warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect) when made or deemed made;

(xi)(A) Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; (B) the Company, acting in bad faith, or any other Person contests in writing the validity or enforceability of any provision of any

Transaction Document; or (C) the Company, acting in bad faith, denies in writing that it has any or further liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than in accordance with the relevant termination provisions) or rescind any Transaction Document;

(xii)The Company uses the proceeds of the issuance of this Debenture, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose;

(xiii)[Reserved]; or

(xiv)The Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any provision of this Debenture (except as may be otherwise covered by Sections (3)(a)(i) through 3(a)(xiii) hereof) or any other Transaction Document which is not cured or remedied within the time prescribed or if no time is prescribed within thirty (30) Business Days.

(b)During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred (other than an event with respect to the Company described in Section (3)(a)(ii)), the full unpaid Principal amount of this Debenture, together with interest and other amounts owing in respect of this Debenture, to the date of acceleration shall become at the Holder's election given by notice pursuant to Section (7), immediately due and payable in cash; provided that, in the case of any event with respect to the Company described in Section (3)(a)(ii), the full unpaid Principal amount of this Debenture, together with accrued and unpaid interest and other amounts owing in respect of this Debenture to the date of acceleration, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert, at the Conversion Price determined in accordance with part (B) of Section (4)(a)(ii), on one or more occasions all or part of the unpaid Principal amount of this Debenture, together with interest and other amounts owing in respect of this Debenture, in accordance with Section (4) and subject to the limitations in Section (4)(e) (but not subject to any other limitations contained herein) at any time after (x) an Event of Default (provided that such Event of Default is continuing) or (y) the Maturity Date, provided that this Debenture remains outstanding. The Holder need not provide, and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than any required notice of conversion) and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(4)CONVERSION OF DEBENTURE.    This Debenture shall be convertible into shares of Common Stock, on the terms and conditions set forth in this Section (4).

(a)Conversion Right. Subject to the limitations of Section (4)(e), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section (4)(b) and (4)(c), at the applicable Conversion Price (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section (4)(a) shall be determined by dividing (x) such Conversion Amount by (y) the applicable Conversion Price.

The Company shall not issue any fraction of a share of Common Stock upon any conversion. All calculations under this Section (4) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

(i)"Conversion Amount" means the portion of the Principal, Interest, or other amounts outstanding under this Debenture to be converted or otherwise with respect to which this determination is being made.

(ii)"Conversion Price" means, as of any Conversion Date (as defined below) or other date of determination (A) with respect to a Conversion pursuant to Section (4)(b), $[_____]1 per share of Common Stock (the “Fixed Price”) and (B) with respect to a Conversion pursuant to Section (3)(b) or Section (4)(c), the lower of (i) the Fixed Price, or (ii) 97% of the lowest daily VWAP for the Common Stock during the 4 consecutive Trading Days immediately preceding the Conversion Date (the “Market Price”), but which Market Price shall not be lower than the Floor Price. The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Debenture.

(b)Fixed Price Conversions. The Holder may at any time and from time to time, elect to convert any Principal amount which is outstanding, and any accrued and unpaid interest, at a Conversion Price equal to the Fixed Price by serving a Conversion Notice on the Company in accordance with Section (4)(d).

(c)Market Price Conversions. In respect of any Installment Amount (or other additional amounts as may be agreed by the Company) subject to a Company Redemption Notice confirming (or deemed to confirming pursuant to Section (2)(a) or (2)(b)) that the applicable Installment Amount (or other additional amounts as may be agreed by the Company) may be converted by the Holder, the Holder may, at any time and from time to time after such applicable Redemption Date, convert a Conversion Amount up to the applicable Installment Amount (or other additional amounts as may be agreed by the Company, or any portion thereof) at a Conversion Price based on the lower of the Fixed Price or the Market Price by serving a Conversion Notice on the Company in accordance with Section (4)(d).

(d)Mechanics of Conversion.

(i)Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit III (the "Conversion Notice") to the Company and (B) if required by Section (4)(d)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Shares of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit

1 Insert amount equal to 150% of the VWAP on the Trading Day immediately prior to the Issuance Date of this Debenture.

Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Shares of Common Stock to which the Holder shall be entitled which certificates shall bear restrictive legends unless not required pursuant to rules and regulations of the Commission. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the Shares of Common Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such Shares of Common Stock upon the receipt by the Company of a Conversion Notice.

(ii)Company's Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Date (or, if such failure occurs through no fault of the Company, on or prior to the 2nd (second) Trading Day following the Share Delivery Date) to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder's conversion of any Conversion Amount (a "Conversion Failure"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock to which the Holder is entitled with respect to such Conversion Notice and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, multiplied by (B) the Closing Price on the Conversion Date.

(iii)Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon any conversion.

(e)Limitations on Conversions.

(i)Beneficial Ownership. The Holder shall not have the right to convert any portion of this Debenture to the extent that after giving effect to such conversion the Holder, together with any Affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Cap”). Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the

time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of the Beneficial Ownership Cap, the Holder shall have the authority and obligation to determine whether the Beneficial Ownership Cap will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the Principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this Debenture that, without regard to any other shares that the Holder or its Affiliates may beneficially own, would result in the issuance in excess of the Beneficial Ownership Cap, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted to be converted on such Conversion Date in accordance with Section (4)(a) and, any Principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Debenture. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

(ii)Principal Market Limitation. Notwithstanding anything in this Debenture to the contrary, the Company shall not issue any Shares of Common Stock upon conversion of this Debenture, or otherwise, if the issuance of such Shares of Common Stock, together with any Shares of Common Stock issued in connection with any other related transactions that may be considered part of the same series of transactions, would exceed the aggregate number Shares of Common Stock that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations of the Principal Market and shall be referred to as the “Exchange Cap,” except that such limitation shall not apply if the Company’s stockholders have approved such issuances on such terms in excess of the Exchange Cap in accordance with the rules and regulations of Principal Market.

(f)Other Provisions.

(i)All calculations under this Section (4) shall be rounded to the nearest $0.0001 or whole share.

(ii)So long as this Debenture or any Other Debentures remain outstanding, the Company shall have reserved from its duly authorized share capital, and shall have instructed the Transfer Agent to irrevocably reserve, the maximum number of Shares of Common Stock issuable upon conversion of this Debenture and the Other Debentures (assuming for purposes hereof that (x) this Debenture and such Other Debentures are convertible at the Floor Price as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Debenture or Other Debentures set forth herein or therein (the “Required Reserve Amount”)), provided that at no time shall the number of Shares of Common Stock reserved pursuant to this Section (4)(f)(ii) be reduced other than pursuant to the conversion of this Debenture and the Other Debentures in accordance with their terms, and/or cancellation, or reverse stock split. If at any time while this Debenture or any Other Debentures remain outstanding, the Company does not have a sufficient number of authorized and unreserved Shares of Common Stock to satisfy the obligation to reserve for the issuance the Required Reserve Amount, the Company will promptly take all corporate action necessary to propose to a meeting of its stockholders an increase of its authorized share capital necessary to meet the Company's obligations pursuant to this Debenture, and cause its board of directors to recommend to the stockholders that they approve such proposal.

(iii)Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section (3) herein for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law

or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(iv)Legal Opinions. The Company is obligated to use commercially reasonable efforts to cause its legal counsel to deliver legal opinions to the Company’s transfer agent in connection with any legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares may bear legends restricting the transfer thereof (i) following any sale of such Underlying Shares pursuant to Rule 144, (ii) if such Underlying Shares are eligible for sale and about to be sold under Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC); provided, however, that such Holder has delivered such reasonably requested representations to such transfer agent, the Company and the Company’s legal counsel in connection with the request for such opinion. To the extent a legal opinion is not provided (either timely or at all), then, in addition to being an Event of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection with any legal opinions paid for by the Holder in connection with the sale or transfer of the Underlying Shares of Common Stock. The Holder shall notify the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder shall be paid by the Company with reasonable promptness.

(5)Adjustments to Conversion Price

(a)Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If the Company, at any time while this Debenture is outstanding, shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then each of the Fixed Price and the Floor Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)[Reserved].

(c)Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock that is not a Change of Control Transaction (a "Corporate Event"), the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Company's option, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Debenture) or (ii) in lieu of the shares of

Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Price. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Debenture.

(d)Whenever the Conversion Price is adjusted pursuant to Section (5) hereof, the Company shall promptly provide the Holder with a written notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(e)In case of any (1) merger or consolidation of the Company with or into another Person, or (2) sale by the Company of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, in one or a series of related transactions, a Holder shall have the right to (A) convert the aggregate amount of this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which such aggregate Principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales would have been entitled. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to successive such events.

(6)REISSUANCE OF THIS DEBENTURE.

(a)Register. The Company shall maintain at its principal executive offices or with the Transfer Agent (or at such other office or agency of the Company as it may designate by notice to each holder of this Debenture ), a register for this Debenture in which the Company shall record the name and address of the Person in whose name this Debenture has been issued (including the name and address of each transferee), the principal amount (and stated interest) of this Debenture held by such Person. The Company shall maintain the register in a manner that complies with the “registered form” requirements in Section 5f.103-1(c) of the United States Treasury Regulations.

(b)Transfer. Holder shall not transfer this Debenture other than to its Affiliates. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith issue and deliver to the Holder a new Debenture (in accordance with Section (6)(e)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in accordance with Section (6)(e)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section (4)(d)(iii) following conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture.

(c)Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or

mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and substance and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section (6)(e)) representing the outstanding Principal.

(d)Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section (6)(e)) representing in the aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(e)Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section (6)(a) or Section (6)(d), the Principal designated by the Holder which, when added to the Principal represented by the other new Debentures issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

(7)Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by letter or electronic mail (“e-mail”) and will be deemed to have been delivered (i) upon receipt, when delivered personally, (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, as applicable or (iii) receipt, when sent by e-mail, and, in each case of the foregoing clauses (i), (ii) and (iii), properly addressed to the party to receive the same. The addresses and e­mail addresses for such communications shall be:

If to the Company, to:	Energy Vault Holdings, Inc.
	4165 Thousand Oaks Blvd, Suite 100<br><br>Westlake, CA 91362
	Attn: General Counsel
	Email: Legal@energyvault.com
with a copy (which shall not constitute notice) to:	Vinson & Elkins L.L.P.<br><br>1114 Avenue of the Americas, 32nd Floor<br>New York, NY 10036<br><br>Attention: Benjamin N. Heriaud<br><br>Email: bheriaud@velaw.com
If to the Holder:

(8)

(9)or at such other address and/or e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party in accordance with this Section at least three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) electronically generated by the sender's email service provider containing the time, date, recipient email address or (c) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt from a nationally recognized overnight delivery service or receipt by e-mail in accordance with clause (i), (ii) or (iii) above, respectively.

(10)NO IMPAIRMENT. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the Principal of, and Interest and other charges (if any) on, this Debenture at the time, place, and rate, and in the currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding, the Company shall not and shall cause each of its subsidiaries not to, without the consent of the Holder, enter into any agreement, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability of the Company to perform its obligations under the this Debenture, including, without limitation, the obligation of the Company to make cash payments hereunder.

(11)This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any

other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.

(12)CHOICE OF LAW; VENUE; WAIVER OF JURY TRIAL

(a)Governing Law. This Debenture and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.

(b)Jurisdiction; Venue; Service.

(i)The Company and the Holder each hereby irrevocably consent to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.

(ii)The Company and the Holder each agrees that venue shall be proper in any court of the Governing Jurisdiction or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.

(iii)Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any other Transaction Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(iv)The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by e-mail or the mailing of copies thereof by registered or certified mail postage prepaid, to it at the e-mail address or physical address, as applicable, provided for notices in this Debenture, such service to become effective thirty (30) days after the date of e-mail or mailing, as applicable.

(v)Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

(c)THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS DEBENTURE OR ANY MATTER RELATING TO THIS DEBENTURE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(13)TAX MATTERS.

(a)On or prior to the Issuance Date (and from time to time thereafter upon the reasonable request of the Company), the Holder shall provide the Company with a duly completed and executed Internal Revenue Service Form W-9 or appropriate W-8 (and, if such applicable, a certificate establishing that such Holder satisfies the portfolio interest exemption).

(b)No Debenture shall be held or owned or purchased or otherwise acquired by either a “specified foreign entity” or a “foreign-influenced entity” (as such terms are defined in Section 7701(a)(51)(B) or (D), as applicable, of the Internal Revenue Code of 1986, as amended (the “Code”), or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof).

(14)Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. No provision of this Debenture may be waived or amended other than by a written agreement signed by the parties to this Debenture. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Debenture.

(15)If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any Interest or other amount deemed Interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,

extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or Interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Debenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or imped the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such power as though no such law has been enacted.

(16)CERTAIN DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

(a)“Affiliate” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of this definition, “control” of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

(b)“Amortization Event” shall mean (i) the daily VWAP is less than the Floor Price then in effect for five Trading Days during a period of seven consecutive Trading Days, (ii) the Company has issued in excess of 99% of the Common Stock available under the Exchange Cap, where applicable, or (iii) any time from and after November 21, 2025, the Investor is unable to utilize a Registration Statement to resell Underlying Shares for a period of ten (10) consecutive Trading Days; provided that any delay in the filing of, or suspension of use of, a Registration Statement during an allowable grace period pursuant to and in accordance with the terms of the Registration Rights Agreement shall not constitute an Amortization Event (the first day of each such occurrence, an “Amortization Event Date”).

(c)“Amortization Installment Amount” means an amount equal to 20% of the outstanding Principal amount of this Debenture as of the applicable Amortization Event Date.

(d)“Bloomberg” means Bloomberg Financial Markets (or if not available, a similar service provider of national recognized standing).

(e)“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

(f)"Buy-In" shall have the meaning set forth in Section (4)(d)(ii).

(g)"Buy-In Price" shall have the meaning set forth in Section (4)(d)(ii).

(h)“Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting power of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof) or (b) the merger, consolidation or sale of all or substantially all of the assets of the Company and its Subsidiaries,

taken as a whole, in one or a series of related transactions. No transfer to a wholly-owned Subsidiary shall be deemed a Change of Control Transaction under this provision.

(i)“Closing Price” means the price per share in the last reported trade of the Common Stock on a Principal Market or on the exchange which the Common Stock is then listed as quoted by Bloomberg.

(j)“Commission” means the Securities and Exchange Commission.

(k)“Common Stock” means the shares of common stock, par value $0.0001, of the Company and stock of any other class into which such shares may hereafter be changed or reclassified.

(l)“Company Redemption” shall have the meaning assigned in Section (2)(a).

(m)“Company Redemption Notice” shall have the meaning assigned in Section (2)(a).

(n)“Conversion Notice” shall have the meaning set forth in Section (4)(d).

(o)“Conversion Price” shall have the meaning set forth in Section (4)(a)(ii).

(p)“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Common Stock.

(q)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(r)“Floor Price” means $0.60.

(s)“Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned Subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.

(t)“Installment Amount” means the total of the Installment Principal Amount set out in the Redemption Schedule, and all accrued and unpaid Interest outstanding as of the applicable Redemption Date.

(u)“Material Adverse Effect” has the meaning given such term in the Securities Purchase Agreement.

(v)“Optional Redemption” shall have the meaning assigned in Section (2)(c).

(w)“Optional Redemption Amount” shall have the meaning assigned in Section (2)(c).

(x)“Optional Redemption Notice” shall have the meaning assigned in Section (2)(c).

(y)“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(z)“Other Debentures” means any other outstanding debentures issued pursuant to the Securities Purchase Agreement and any other debentures, notes, or other instruments issued in exchange, replacement, or modification of the foregoing.

(aa)“Periodic Reports” shall mean all of the Company’s reports required to be filed by the Company with the Commission under applicable laws and regulations (including, without limitation, Regulation S-K), on Form 10-K and Form 10-Q, for so long as any amounts are outstanding under this Debenture or any Other Debenture; provided that all such Periodic Reports shall include, when filed, all information, financial statements, audit reports (when applicable) and other information required to be included in such Periodic Reports in compliance with all applicable laws and regulations.

(ab)“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

(ac)“Principal Market” means the New York Stock Exchange; provided however, that in the event the Common Stock is ever listed or traded on the Nasdaq Stock Market or any successor thereto, and such exchange is the principal trading market for the Common Stock in the United States, then the “Principal Market” shall mean Nasdaq Stock Market or such successor thereto.

(ad)“Redemption Amount” shall have the meaning set forth in Section (2)(b).

(ae)“Redemption Date” means each date listed under the “Redemption Date” column in the Redemption Schedule and shall include the Maturity Date.

(af)“Redemption Premium” means (i) 7% of the Principal amount being paid pursuant to Section (2)(b), provided however, if as of any Redemption Date there is an Amortization Event in effect which has not been cured, then, the Redemption Premium in respect of such Redemption Date shall be 10% and (ii) 10% of the Principal amount being paid pursuant to Section (2)(c)(i) and Section (2)(c)(ii).

(ag)“Registration Rights Agreement” has the meaning given such term in the Securities Purchase Agreement.

(ah)“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

(ai) “Required Holders” has the meaning given such term in the Securities Purchase Agreement.

(aj)“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(ak)“Subsidiary” shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”

(al)“Trading Day” means a day on which the shares of Common Stock are quoted or traded on a Principal Market on which the shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day.

(am)“Transaction Document” has the meaning given such term in the Securities Purchase Agreement.

(an)“Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture in accordance with the terms hereof.

(ao)"VWAP" means, for any Trading Day as of any date, the daily volume-weighted average price of the Common Stock for such Trading Day on the Principal Market during regular trading hours as reported by Bloomberg L.P.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

COMPANY:
ENERGY VAULT HOLDINGS, INC.
By:
Name:
Title:

EXHIBIT I REDEMPTION SCHEDULE

EXHIBIT II

COMPANY REDEMPTION NOTICE

Date: [__________]

VIA E-MAIL: [_______________]

This letter shall serve as Company Redemption Notice by Energy Vault Holdings, Inc. (“Company”) in accordance with Section (2)(a) of the Convertible Debenture issued to YA II PN, Ltd. (the “Holder”) on [____________] (the “Debenture”). Unless otherwise specified, capitalized terms used in this letter shall have the meaning assigned to them in the Debenture.

Debenture Number:	NRGV-[1][2]
Applicable Redemption Date:	[_______________]
Applicable Principal Amount:	[$______________]
Interest:	[$______________]
Total Installment Amount:	[$______________]
Applicable Redemption Premium:	[$______________]

The Company hereby elects the following in respect of the above referenced Installment Amount:

__     The applicable Installment Amount may be converted by the Holder in whole, or in part, pursuant Section 4(c) anytime after the applicable Redemption Date; or

___    The Company elects to redeem in cash the applicable Installment Amount and corresponding Redemption Premium pursuant to a Company Repayment.2

Sincerely,

Authorized Signatory

2 If the Company elects a Company Redemption, then the Redemption Amount which is to be paid to the Holder on the applicable Redemption Date shall be repaid by the Company on or before such Redemption Date, and the Company shall pay to the Holder on or before such Redemption Date, by wire transfer of immediately available funds, in an amount in cash equal to the Redemption Amount. If the Company fails to redeem the full Redemption Amount on the applicable Redemption Date, then the Company shall be deemed to have delivered a Company Redemption Notice confirming that the unpaid portion of the applicable Redemption Amount may be converted by the Holder at the lower of the Fixed Price or the Market Price.

EXHIBIT III

CONVERSION NOTICE

(To be executed by the Holder in order to Convert the Debenture)

TO: ENERGY VAULT HOLDINGS, INC.

Via Email:

The undersigned hereby irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of Debenture No. NRGV-[1][2] into Shares of Common Stock of ENERGY VAULT HOLDINGS, INC., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:
Principal Amount to be Converted:
Redemption Premium (if applicable)<br><br>Accrued Interest to be Converted:
Total Conversion Amount to be converted:
Fixed Price:
Market Price (if applicable):
Conversion Price:
Number of shares of Common Stock to be issued:
Please issue the shares of Common Stock in the following name and deliver them to the following account:
Issue to:
Broker DTC Participant Code:
Account Number:
Authorized Signature:
Name:
Title:

Document

Exhibit 4.3

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

FORM OF WARRANT TO PURCHASE COMMON STOCK

For the Purchase of Up to 3,955,777 Shares of Common Stock

ENERGY VAULT HOLDINGS, INC.

Dated as of October 9, 2025

1.    Warrant. This Warrant to Purchase Common Stock (this “Warrant”), issued on October

9, 2025 (the “Issuance Date”), hereby certifies that, for value received by Energy Vault Holdings, Inc., a Delaware corporation (the “Company”), OIC Structured Equity Fund I AUS, L.P., a Delaware limited partnership (the “Holder”), as registered owner of this Warrant, is entitled, at any time or from time to time on or after the Issuance Date and at or before 5:00 p.m., Pacific Time, on October 9, 2030 (the “Expiration Time”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, the number of shares of Common Stock set forth in the table below (as may be adjusted pursuant to Article 6, the “Warrant Shares”), at a price per Warrant Share as set forth below (as may be adjusted pursuant to Article 6, the “Exercise Price”), subject to the terms and conditions set forth herein:

Number of Warrants	Exercise Price
Upon Holder Capital Contributions (as defined in the Asset Vault LLC Agreement) to Asset Vault, LLC (including any amounts netted for fees and expenses) equal to $35 million in the aggregate, 3,955,777, subject to downward adjustment as set forth on Schedule 1.	$4.24

2.    Exercise. Holder may exercise this Warrant, in whole or in part, in accordance with the procedures set forth in this Article 2 below:

2.1    Exercise Form. In order to exercise this Warrant:

2.1.1 The form of Notice of Exercise attached hereto as Annex A (the “Exercise Form”) must be duly executed and completed and delivered to the Company in facsimile copy or e-mail attachment, together with this Warrant for the surrender and cancellation thereof (to the extent described below), and if a cash exercise is elected, payment of the Exercise Price for the Warrant Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check (each date on which all such items are delivered to the Company other than the payment of the aggregate Exercise Price in the instance of a cashless exercise, an “Exercise Date”). No ink-original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, Holder shall not be required to physically surrender this Warrant to the Company until Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, Holder shall surrender this Warrant to the Company for cancellation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Any rights represented hereby that have not been exercised by the Expiration Time shall become and be void without further force or effect, and all rights to exercise this Warrant represented hereby shall cease and expire at the Expiration Time. If the date on which the Expiration Time is set to occur is not a Business Day, then the Expiration Time shall be deemed to be extended to 5:00 p.m., Pacific Time, on the next succeeding Business Day.

2.2    Cashless Exercise. Holder may elect in its sole discretion to exercise this Warrant through a cashless exercise in lieu of paying the Exercise Price in cash, pursuant to

which Holder shall be entitled to receive the number of Warrant Shares computed using the following formula:

X =    Y(A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (as of the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares may be tacked on to the holding period of the Warrants. The Company agrees not to take any position contrary to the foregoing sentence.

3.    Delivery of Warrant Shares.

3.1    As promptly as reasonably practicable on or after an Exercise Date, and in any event within the earliest of (i) two (2) Trading Days after the Exercise Date and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the company of the Notice of Exercise, the Company shall cause the Transfer Agent to issue book-entry interests representing the number of Warrant Shares exercised on such Exercise Date to the account designated by Holder in the Exercise Form. Such issuance and delivery shall be made without charge to Holder for any issue or transfer tax (other than any such taxes in respect of any transfer by Holder to another person occurring contemporaneously therewith), Transfer Agent fee or other incidental expense in respect of the issuance, all of which such taxes and expenses shall be paid by the Company.

3.2    Legend. Other than as provided below, the Warrant Shares issued upon the exercise of this Warrant shall bear a legend as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES

MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.”

3.3    If this Warrant is exercised and (A) there is then an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, Holder, or (B) the Warrant Shares are (x) eligible for resale by Holder pursuant to Rule 144 at the time of sale of such Warrant Shares or (y) eligible for resale by Holder without volume or manner-of-sale limitations pursuant to Rule 144, then the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to Holder by crediting the account of Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system. The Company shall, at the request of Holder, promptly deliver all the necessary documentation to cause the Transfer Agent to promptly remove all restrictive legends from any of the Warrant Shares pursuant to the foregoing, and promptly deliver or cause its legal counsel to promptly deliver to the Transfer Agent the necessary legal opinions or instruction letters required by the Transfer Agent, if any, to promptly effectuate the foregoing, subject to receipt of customary representation letters from Holder and, if applicable, its broker. For so long as this Warrant remains outstanding, the Company shall use reasonably best efforts to provide all customary and reasonably cooperation necessary to enable the Holder to resell the Warrant Shares pursuant to Rule 144 when Rule 144 becomes available to the Holder. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with the removal of such restrictive legends.

4.    Transfer.

4.1    General Restrictions. Neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant may be transferred, sold, pledged, encumbered or assigned in whole or in part prior to the third anniversary of the Issuance Date without the Company’s prior written consent, except for a Permitted Transfer or pursuant to any merger, consolidation or other business combination of the Company, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant in violation of the foregoing shall be void. From and after the third anniversary of the Issuance Date, Holder may sell, transfer, assign, pledge or hypothecate (“Transfer”) this Warrant or the Warrant Shares, in whole or in part, to any Person (including, for the avoidance of doubt, via a Permitted Transfer) subject to compliance with applicable securities laws and the terms of this Warrant. In order to make any Transfer of this Warrant, Holder must deliver to the Company the form of Notice of Transfer attached hereto as Annex B (the “Transfer Form”), duly executed and completed by Holder, together with this Warrant for the surrender and cancellation thereof and remit the payment of all transfer taxes, if any, payable in connection therewith. Within two (2) Business Days of the Company’s receipt of such Transfer Form, this Warrant and reasonably satisfactory evidence of the remittal of payment for all applicable transfer taxes, if any, the

Company shall transfer the rights under this Warrant, in whole or in part, on the books of the Company, cancel this Warrant and execute and deliver a new warrant or warrants of like tenor to the appropriate Transferee(s) expressly evidencing the right to purchase the aggregate number of Warrant Shares Transferred pursuant to this Section 4.1 (subject to the execution of such warrant by such Transferee(s)) and, if applicable, to Holder in accordance with Section 5.1.

4.2    Restrictions Imposed by the Securities Act. This Warrant and the Warrant Shares

issuable upon the exercise hereof shall not be Transferred except in compliance with this Section 4 and unless and until: (a) the Company has received an opinion of counsel for Holder reasonably acceptable to the Company that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (provided that no such opinion of counsel shall be required in connection with sales of Warrant Shares under Rule 144 of the Securities Act or a Permitted Transfer); or (b) a registration statement or a post-effective amendment to a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Commission and compliance with applicable state securities law has been established to the Company’s satisfaction, acting reasonably and in good faith.

5.New Warrants to be Issued.

5.1    Partial Exercise or Transfer. Subject to the restrictions in Article 4, this Warrant

may be exercised or Transferred in whole or in part. In the event that the exercise or the Transfer hereof is in part only, upon surrender of this Warrant for cancellation, together with the duly executed Exercise Form or Transfer Form, as applicable, and funds sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to Holder without charge a new warrant of like tenor to this Warrant in the name of Holder evidencing the right of Holder to purchase the number of Warrant Shares purchasable hereunder as to which this Warrant has not been exercised or Transferred (subject to Holder’s execution thereof).

5.2    Lost Certificate. Upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant, including a certification by Holder thereof, and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new warrant of like tenor and date (subject to Holder’s execution thereof). Any such new warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

6.Adjustments.

6.1    Adjustments to Number of Warrant Shares. In the event that the Company (a) pays

a dividend in shares of Common Stock or makes a distribution in shares of Common Stock or any other equity or equity equivalent security payable in shares of

Common Stock to holders of its outstanding Common Stock, (b) subdivides (by any split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares Common Stock, or (c) combines (by any combination, reverse split or otherwise) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the remaining number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to any such dividend, distribution, subdivision, or combination shall be proportionately adjusted such that Holder will thereafter receive upon exercise in full of this Warrant the aggregate number of Warrant Shares that Holder would have owned immediately following such action if this Warrant had been exercised in full immediately before the record date, if any, for such action. Any adjustment made pursuant to this Section 6.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For the avoidance of doubt, any adjustment pursuant to this Section 6.1 shall also apply to the number of Warrants Shares that may become purchasable upon the occurrence of the event set forth in the table in Section 1 above.

6.2    Rights Offering. In addition to any adjustments pursuant to Section 6.1 above, if at any time the Company grants, issues or sells any Common Stock equivalents or rights to purchase stock, warrants or securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (“Purchase Rights”), then Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Holder would have acquired if Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record date is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights.

6.3    Extraordinary Transactions. If the Company effects any Extraordinary Transaction, at any time prior to the Expiration Time, then upon consummation of such Extraordinary Transaction, this Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets which Holder would have owned immediately after the consummation of such Extraordinary Transaction if Holder had exercised in full this Warrant immediately before the consummation of such Extraordinary Transaction. If holders of Common Stock are given any choice as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Extraordinary Transaction, then Holder shall be given the same choice as to such consideration it receives upon any exercise of this Warrant following such Extraordinary Transaction. For the avoidance of doubt, if this Section 6.3 applies to the transaction, Section 6.1 shall not apply.

6.4    Adjustments to Exercise Price. Upon any adjustment to the number of Warrant Shares subject to this Warrant pursuant to this Article 6, the Exercise Price shall be adjusted concurrently therewith to equal the product of (a) the Exercise Price (as it may have been previously adjusted pursuant to this Section 6.4) and (b) a fraction,

the numerator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant in full before giving effect to such adjustment, and the denominator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant as so adjusted pursuant to this Article 6.

6.5    No Changes in Form of Warrant. This Warrant need not be amended or modified

because of any adjustment pursuant to this Article 6, and any Warrant issued after the occurrence of an event requiring an adjustment under this Article 6 may state the same Exercise Price and the same number of Warrant Shares as are stated in this Warrant, subject to Section 5.1. The acceptance by Holder of the issuance of any new warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issuance Date or the computation thereof.

6.6    Elimination of Fractional Interests. The Company shall not be required to issue

fractional shares of Common Stock upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Warrant Shares or other securities, properties or rights.

7.Reservation; Listing. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of Warrant Shares as shall be issuable upon the full exercise of this Warrant. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor (whether in cash or by the cashless exercise procedure described in Section 2.2), in accordance with the terms hereof, all Warrant Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable. Notwithstanding anything to the contrary herein, no Warrant Shares shall be issued at less than their par value. The Company shall use commercially reasonable efforts to cause all Warrant Shares to be approved for listing, subject to official notice of issuance, on each securities exchange or automated quotation system on which the Common Stock has been listed.

8.Representations and Warranties of Holder. Holder hereby represents and warrants to, acknowledges to and agrees with the Company as of the date hereof:

8.1    Organization, Existence and Qualification. Holder is an entity that has been duly

organized and is validly existing and in good standing under the Laws of its jurisdiction of organization.

8.2    Authorization and Enforceability. Holder has the requisite power and authority to

execute and deliver this Warrant and to consummate the transactions contemplated hereby. The execution, delivery and performance by Holder of this Warrant have been duly and validly authorized by all necessary requisite action on the part of Holder. This Warrant has been duly executed and delivered by Holder and constitutes a valid and binding obligation of Holder, enforceable against Holder in

accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

8.3    No Violation. The execution, delivery and performance by Holder of this Warrant do not and will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of Holder; (ii) conflict with or violate or breach the terms of, result in a default under, result in the creation of any lien under or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under any note, bond, mortgage, indenture, credit agreement or other contract to which Holder is a party or by which it is bound; (iii) violate any judgment, order, ruling, regulation or decree applicable to Holder as a party in interest; or (iv) violate any Law applicable to Holder or any of its assets, except any matters described in clauses (ii), (iii) and (iv) above which would not have a material adverse effect on the ability of Holder to consummate the transactions contemplated hereby.

8.4    Consents, Approvals or Waivers. All consents, approvals, authorizations or waivers from, and any registrations or filings with or notifications to, any Governmental Authority required on the part of Holder in connection with Holder’s execution, delivery or performance of this Warrant and the consummation of the transactions contemplated hereby have been obtained and are effective as of the date hereof.

8.5    Investment Intent. Holder understands that this Warrant and the Warrant Shares, as applicable, are “restricted securities” and as of the date hereof, have not been registered under the Securities Act or any applicable federal and state securities laws. Holder is acquiring this Warrant and, upon exercise of this Warrant, the Warrant Shares, as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Warrant or Warrant Shares, as applicable, has no present intention of distributing any of such Warrant or Warrant Shares, as applicable, and has no arrangement or understanding with any other Persons regarding the distribution of such Warrant or Warrant Shares, as applicable, in any transaction in violation of the applicable federal and state securities laws in the United States (this representation and warranty does not limit Holder’s right to sell or otherwise dispose of this Warrant or the Warrant Shares, as applicable, in compliance with applicable federal and state securities laws in the United States and in compliance with other agreed restrictions). Holder does not have any agreement or understanding, directly or indirectly, with any Person to distribute any part of this Warrant or the Warrant Shares, as applicable. Holder understands and acknowledges that this Warrant and the Warrant Shares, as applicable, may be subject to certain resale restrictions under applicable securities laws. Holder also acknowledges that it has been advised to consult its own legal counsel with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and that, without limiting the representations and warranties made by the Company in this Warrant, the Company is not in any manner responsible for ensuring compliance by Holder with such restrictions).

8.6    Holder Status. Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

8.7    Legends. Holder understands that the Warrant Shares will bear a restrictive legend at such time as set forth in Section 3.2.

8.8    Experience of Holder. Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in this Warrant and the Warrant Shares, as applicable, and has so evaluated the merits and risks of such investment. Holder is able to bear the economic risk of an investment in this Warrant and the Warrant Shares, as applicable, and, at the present time, is able to afford a complete loss of such investment.

8.9    Access to Information. Holder acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of this Warrant and the Warrant Shares and the merits and risks of investing in this Warrant and the Warrant Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to this Warrant and the purchase of the Warrant Shares; and (iv) the opportunity to ask questions of management. Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of this Warrant and the Warrant Shares, as applicable. Notwithstanding anything contained herein to the contrary, Holder acknowledges that the Company and its representatives may possess non-public information not known to Holder that may be material to a reasonable investor, such as Holder, when making investment decisions, including the decision to enter into this Warrant or exercise this Warrant, and Holder’s decision to enter into this Warrant or exercise this Warrant, as applicable, is being made with full recognition and acknowledgment that the Company is privy to non-public information, irrespective of whether such non-public information has been provided to Holder. This Section 8.9 is not intended to, and shall not, limit the representations and warranties made by the Company in this Warrant.

8.10 Independent Investment Decision. Holder has independently evaluated the merits of its decision to enter into this Warrant and purchase the Warrant Shares, as applicable, and Holder confirms that it has not relied on the advice of any other Person’s business and/or legal counsel in making such decision. Holder understands that nothing in this Warrant or any other materials presented by or on behalf of the Company to Holder in connection with this Warrant or the purchase of the Warrant Shares, as applicable, constitutes legal, tax or investment advice. Holder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with this Warrant

and its purchase of the Warrant Shares, as applicable. This Section 8.10 is not intended to, and shall not, limit the representations and warranties made by the Company in this Warrant.

8.11    No Reliance. Holder has not relied on any representation or warranty in connection

with this Warrant or purchase of the Warrant Shares, as applicable, other than those contained in this Warrant.

8.12 Compliance with Laws.

8.12.1 Anti-Corruption. In the past five (5) years, neither the Holder (or Affiliates thereof) nor, to the knowledge of Holder, any of its Representatives or any other Person acting for or on behalf of the Holder has directly or indirectly: (a) made, offered, or promised to make or offer any payment, loan, or transfer of anything of value, including any reward, advantage, or benefit of any kind, to or for the benefit of any Government Official, candidate for public office, political party, or political campaign, for the purpose of improperly (i) influencing any act or decision of such Government Official, candidate, party or campaign, (ii) inducing such Government Official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any Person, (iv) expediting or securing the performance of official acts of a routine nature, or (v) otherwise securing any improper advantage; (b) paid, offered, or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (c) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment, or other expenditures, in each case to the extent unlawful under Anti-Corruption Laws; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any material false or inaccurate books and records of the Holder; or (f) otherwise violated any of the Anti-Corruption Laws or applicable provisions of any anti-money laundering Laws, including without limitation the Money Laundering Control Act, the Currency and Foreign Transactions Reporting Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and the Corporate Transparency Act. No Holder (or Affiliates thereof) has: (A) made any voluntary disclosure to any Governmental Authority relating to Anti-Corruption Laws or anti-money laundering Laws; (B) been the subject of any investigation or inquiry regarding compliance with such Laws; or (C) been assessed any fine or penalty under such Laws.

8.12.2 International Trade Laws.

8.12.2.1 The Holder (or Affiliates thereof) is, and for the past five (5) years has been, in compliance in all material respects with applicable International Trade Laws, and have not taken any action that violates, evades or avoids, or attempts to violate, evade or avoid

International Trade Laws. Neither the Holder (or Affiliates thereof) nor any of its Representatives acting on its behalf, currently or during the past five (5) years: (i) is or has been a Sanctioned Person or has acted, directly or indirectly, on behalf of a Sanctioned Person; (ii) is unlawfully conducting or has unlawfully conducted any business or engaged in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person; or (iii) is unlawfully dealing in or has unlawfully dealt in, or otherwise engaged in, any transaction relating to, any property or interests in property of any Sanctioned Person, in each case of (i) through (iii) in violation of applicable International Trade Laws.

8.12.2.2 Holder (or Affiliates thereof) has not received and, after due care and inquiry, is not aware of any current or threatened investigation, inquiry, complaint, lawsuit, voluntary or involuntary disclosure, warning letter, penalty notice, or other regulatory action, whether internal, by a government regulator or agency, or a private party, alleging any violation of International Trade Laws, nor has the Holder (or Affiliates thereof) nor any of its Representatives, been convicted of violating any International Trade Laws.

8.12.2.3 The Holder (or Affiliates thereof), has adopted and implemented policies and procedures reasonably designed to prevent, detect and deter violations of applicable International Trade Laws.

8.12.3 None of the Holder or its direct or indirect owners or beneficiaries is a “specified foreign entity” (as such term is defined in Section 7701(a)(51)(B) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof). The Holder is not a “foreign influenced entity” (as such term is defined in Section 7701(a)(51)(D) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof).

9.    Representations and Warranties of the Company. The Company hereby represents and warrants, acknowledges to and agrees with Holder as follows as of the date of this Warrant:

9.1    Organization; Existence and Qualification. The Company is duly incorporated and is validly existing and in good standing under the Laws of the state of its formation, is duly qualified to do business and is in good standing in each jurisdiction in which it is required to qualify in order to conduct its business, except where the failure to so qualify would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

9.2    Authorization and Enforceability.

9.2.1 The Company has the requisite power and authority to execute and deliver this Warrant and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company.

9.2.2 (A) This Warrant has been duly executed and delivered by the Company and (B) this Warrant constitutes the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except, in the case of clause (B) above, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

9.3    No Violation. The execution, delivery and performance by the Company of this Warrant do not, and the consummation of the transactions contemplated hereby will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of the Company; (ii) violate or breach the terms of, result in a default under, result in the creation of any lien, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under (x) any note, bond, mortgage, indenture or credit agreement to which the Company is a party and (y) any other contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (iii) violate any judgment, order, ruling, regulation or decree applicable to the Company or any of its properties or assets; or (iv) violate any Law applicable to the Company or any of its properties or assets, except for matters described in clauses (ii), (iii) or (iv) above which would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.

9.4    Consents, Approvals or Waivers. The execution, delivery and performance by the Company of this Warrant (including the authorization, issuance and delivery of the Warrant Shares) will not be subject to or require any consent, approval, authorization, or waiver from, or any registration or filing with or notification to, any Person, except for (i) filings required by federal and state securities laws, (ii) the approval for listing on the NYSE of the Warrant Shares; and (iii) such consents as have been obtained or where the failure of the Company to obtain or make any such consent, approval, authorization, order, filing or registration would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

10.    No Rights as Shareholder until Exercise. This Warrant does not entitle Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

11.    Certain Notice Requirements; Access Rights; and Information Rights.

11.1    Holder’s Right to Receive Notice. If at any time prior to the earlier to occur of the Expiration Time or the exercise of this Warrant in full, any of the events described in Section 11.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) Business Days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Without limiting the foregoing, the Company shall deliver to Holder a copy of each notice given to any of the other shareholders of the Company at the same time and in the same manner that any such notice is given to the shareholders.

11.2 Events Requiring Notice. The Company shall be required to give the notice described in this Article 11 upon one or more of the following events: (a) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution, (b) the Company shall offer to all or substantially all of the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor (including, for the avoidance of doubt, any action by the Company for which the Holder would have rights pursuant to Section 6.2 above), or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. In addition to and not in limitation of the foregoing, the Company shall be required to give the notice described in this Article 11 prior to consummating any transaction set forth in clauses (a) through (e) of the definition of Extraordinary Transaction, irrespective of whether such transaction entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock; provided, however, that in no event shall the Company be required to give such notice prior to such transaction being publicly disclosed.

11.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring an adjustment pursuant to Article 6, send notice to Holder, which shall describe such event causing the change and the method of calculating same. If Holder shall dispute any adjustment in pursuant to Article 6, the number of Warrant Shares purchasable hereunder or the Exercise Price applicable thereto, Holder shall provide written notice of such dispute to the Company. The Company and Holder shall negotiate in good faith to resolve such dispute. If the Company and Holder are not able to resolve such dispute within ten (10) Business Days, the Company shall engage a nationally recognized third-party accounting firm mutually acceptable to the Company and Holder, (ii) the Company and Holder shall each submit to the third-party accounting firm their respective good faith determination

of the calculation of the number of Warrant Shares and/or Exercise Price in dispute and (iii) the third-party accounting firm shall be instructed to select which of the two submitted calculations is the most commercially reasonable under the circumstances and best gives effect to the intent of this Warrant. If the Company and Holder cannot agree on such third-party accounting firm, they shall each select a third-party accounting firm, which two third-party accounting firms will select a third third-party accounting firm to serve in this capacity.

11.4    Transmittal of Notices. All notices that are required or may be given pursuant to

this Warrant shall be sufficient in all respects if given in writing. Any such notice shall be deemed given (a) when made, if made by hand delivery, and upon receipt, if made by electronic mail transmission (unless the sender receives a “bounce back” notice that such electronic mail transmission was not delivered), (b) one (1) Business Day after being deposited with a next-day courier, postage prepaid or (c) three (3) Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Holder:

c/o OIC, L.P.

292 Madison Avenue

Suite 2500

New York, New York 10017

Attention:

Email:

With a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

260 North Green Street, Suite 1300

Chicago, IL 60607

Attention: Peter Lieberman; Kyle R. Junik

Email: liebermanp@gtlaw.com; junikk@gtlaw.com

If to the Company:

Energy Vault Holdings, Inc.

4165 East Thousand Oaks Blvd., Suite 100

Westlake Village, California 91362

Attention: General Counsel

Email: legal@energyvault.com

With a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

1114 6th Ave 32nd Floor,

New York, NY 10036

Attention: Michael Gibson; Benjamin N. Heriaud; Jenny Speck

Email: mgibson@velaw.com; bheriaud@velaw.com; jspeck@velaw.com

11.5 Information Rights. For so long as the Holder owns this Warrant or any Warrant Shares, upon the request of the Holder, the Company shall at reasonable times and intervals provide the Holder all information reasonably requested by the Holder concerning the general status of the Company’s financial condition and operations; provided that (i) there is valid business purpose for requesting such information, (ii) the provisioning of such information does not unreasonably disrupt the business of the Company, (iii) the provisions of such information does not violate applicable law, and (iv) the Holder agrees to keep such information confidential; provided further that access to highly confidential proprietary information and facilities or to any information subject to attorney client privilege or as to which a conflict of interest exists need not be provided.

11.6 Access Rights. For so long as the Holder owns this Warrant or any Warrant Shares, the Holder, or its duly authorized representatives, shall be permitted, during normal business hours and upon reasonable advance notice to the Company, to (1) inspect any of the properties of the Company and the Subsidiaries Controlled by the Company or examine the books and records of the Company and the Subsidiaries Controlled by the Company for any proper purpose and make copies thereof, and (2) meet or otherwise communicate with the Board of Directors or CEO of the Company (or other officers or members of key management of the Company or any of the Subsidiaries Controlled by the Company as may be mutually agreed by Holder and the Company) on significant business issues at mutually agreeable times for such meeting or communication; provided that (i) there is valid business purpose for requesting such information, (ii) such inspection or meeting, as applicable, does not unreasonably disrupt the business of the Company, (iii) such inspection does not violate applicable law, (iv) Holder provides to the Company an agenda for such meeting at least five (5) days in advance thereof and (v) the Holder agrees to keep such information confidential; provided further that access to highly confidential proprietary information and facilities or to any information subject to attorney client privilege or as to which a conflict of interest exists need not be provided. All out-of-pocket costs arising from such inspection will be borne by the Holder.

12.    Tax Matters. For so long as the Holder retains beneficial ownership over the Warrants

and underlying Warrant Shares, the Holder will promptly notify the Company upon becoming aware that the Holder or one or more of its direct or indirect owners or beneficiaries is or reasonably believes it might become (i) a “specified foreign entity” (as such term is defined in Section 7701(a)(51)(B) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof) or (ii) a “foreign influenced entity” (as such term is defined in Section 7701(a)(51)(D) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof).

13.    Miscellaneous.

13.1 Amendments. The terms of this Warrant may be amended only with the written consent of the Company and Holder.

13.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant.

13.3 Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

13.4    Binding Effect. This Warrant shall inure solely to the benefit of, and shall be binding upon, Holder and the Company and their permitted assignees, respective successors, legal representatives and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.

13.5    Applicable Law. This Warrant and any claim, controversy or dispute arising under or related to this Warrant shall be governed by, and construed in accordance with the Laws of, the State of Delaware without regard to its principles regarding conflicts of law.

13.6    Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable Law.

13.7 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any court referred to in Section 13.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

13.8    Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to this Warrant in the manner provided for notices in Section 11.4. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

13.9 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS WARRANT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.10 Waiver, etc. The failure of the Company or Holder to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a waiver of any such provision, nor in any way affect the validity of this Warrant or any provision hereof or the right of the Company or Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

13.11 Transfers to Company Subsidiaries. In the event (i) all or any portion of this Warrant is Transferred to any subsidiary of the Company (including Asset Vault, LLC) and (ii) following such Transfer such subsidiary ceases to be Controlled by the Company, any rights represented hereby (to the extent held by such subsidiary) that have not been exercised by such time shall become and be void without further force or effect and all rights to exercise this Warrant represented hereby (to the extent held by such subsidiary) shall cease and expire at such time.

14.    Defined Terms. As used herein:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person.

“Anti-Corruption Laws” means all applicable Laws, regulations or orders of any Governmental Authority relating to anti-bribery or anti-corruption (governmental or commercial), including Laws that prohibit the corrupt payment, offer, promise, authorization, acceptance or agreement to accept the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any government official, foreign government employee, commercial entity or anyone to obtain or retain business improperly or for other improper benefit or advantage, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq.), the UK Bribery Act of 2010, the U.S. Foreign

Extortion Prevention Act, and all local, national and international Laws prohibiting such conduct or enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Asset Vault LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Asset Vault, LLC, dated as of October 9, 2025.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.0001 per share.

“Contribution Agreement” means that certain Contribution and Purchase Agreement, by and among Energy Vault, Inc., OIC Structured Equity Fund I, L.P., OIC Structured Equity Fund I AUS, L.P., OIC Structured Equity Fund I GPFA, L.P., and Asset Vault, LLC, dated as of October 9, 2025.

“Control” (including the terms “Controlled by” and “under common Control with”) with respect to any Person means the possession, directly or indirectly, of the power to exercise or determine the voting of more than fifty percent (50%) of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than fifty percent (50%) of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extraordinary Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the capital stock of the Company (other than (i) a change in par value, from par value to no par value, from no par value to par value or (ii) as a result of a stock dividend or subdivision, split up or combination of shares of Common Stock to which Section 6.1 applies), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving entity of such consolidation or merger), (d) sale or lease of all or substantially all of the Company’s assets (on a consolidated basis) or capital stock to another Person or (e) other similar transaction, in each case, that entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock.

“Governmental Authority” shall mean any foreign, domestic, supranational, federal, territorial, state or local governmental entity, quasi-governmental entity, court, tribunal, judicial or arbitral body, commission, health organization, board, bureau, agency or

instrumentality, or any regulatory, administrative or other department, agency or any political or other subdivision, department or branch of any of the foregoing.

“Government Official” means any officer or employee of a Governmental Authority or any Person acting in an official capacity for or on behalf of any such government or department, agency, instrumentality, public international organization, sovereign wealth fund, or any political party, party official, or candidate thereof.

“International Trade Laws” means all applicable U.S. and non-U.S. laws, statutes, rules, regulations, judgments, orders (including executive orders), decrees or restrictive measures relating to economic, financial, or trade sanctions, export control, or anti-boycott measures administered, enacted, or enforced by a relevant Sanctions Authority, as well as applicable customs laws.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“Material Adverse Effect” means any material adverse effect on (a) the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (b) the Company’s ability to consummate the transactions contemplated hereby.

“NYSE” means the New York Stock Exchange.

“Per Share Price” means, as of a given date, the average Official Closing Price (as defined in the NYSE Listed Company Manual) for the five Trading Days immediately preceding such date.

“Permitted Transfer” means a Transfer of Warrant or Warrant Shares by a Holder to (i) an Affiliate of such Holder, or (ii) pursuant to the Asset Vault LLC Agreement.

“Person” (including the term “Persons”) means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Registration” means a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such Registration Statement becoming effective.

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Representatives” of a Person shall mean such Person and its and their respective officers, directors, principals, employees, financial advisors, attorneys, accountants, consultants, agents, auditors, bankers and other advisors and representatives.

“Sanctioned Jurisdiction” means a country or territory which is, or during the past five years has been, the subject or target of comprehensive U.S. sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” means a Person (i) identified on the United States’ Specially Designated Nationals and Blocked Persons List, the United States’ Denied Persons List, Entity List or Debarred Parties List, the United Nations Security Council Sanctions List, the European Union’s List of Persons, Groups and Entities Subject to Financial Sanctions, the United Kingdom’s Consolidated List of Financial Sanctions Targets, or any other similar list maintained by any Sanctions Authority having jurisdiction over the parties to this Agreement; (ii) located, organized or resident in a Sanctioned Jurisdiction or (iii) owned, 50% or more, individually or in the aggregate by, controlled by, or acting on behalf of a Person described in clause (i) or (ii) above.

“Sanctions Authority” means the United States government, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the Bureau of Industry and Security of the U.S. Department of Commerce, the United Nations Security Council, the European Union, any Member State of the European Union and the competent national authorities thereof, the United Kingdom, the Office of Financial Sanctions Implementation of His Majesty’s Treasury, the Export Control Joint Unit of the UK Department of International Trade, and any other relevant governmental, intergovernmental or supranational body, agency or authority with jurisdiction over the parties to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Standard Settlement Period” means the standard settlement period, expressed in the number of Trading Days, on the Common Stock’s primary Trading Market with respect to the Common Stock as in effect on the date of the deliver of the Notice of Exercise.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE America, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Maker or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means Computershare Trust Company, N.A., or such other entity as the Company may designate to act as the transfer agent for its Common Stock from time to time.

[Signature Page Follows]

Docusign Envelope ID: 50BACAFD-D3DB-4FB6-9EEE-D85EB7588BF3

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

ENERGY VAULT HOLDINGS, INC.

By:

Name: Michael Beer

Title: Chief Financial Officer

[Signature Page to Energy Vault – OIC Warrant Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

OIC STRUCTURED EQUITY FUND I AUS, L.P.

By: OIC Structured Equity Fund I GP, L.P. Its: general partner

By: OIC Structured Equity Fund I Upper GP, LLC Its: general partner

By:

Name:

Title:

ANNEX A

NOTICE OF EXERCISE

Date:    , 20__

The undersigned hereby elects irrevocably to exercise the Warrant to Purchase Common Stock

(the “Warrant”) attached hereto for surrender and cancellation for    shares of common stock, par value $0.0001 per share (the “Warrant Shares”), of ENERGY VAULT HOLDINGS, INC., a Delaware corporation (the “Company”), and hereby [check one]:

makes payment of $    (at the rate of $____ per Warrant Share) in payment of the

Exercise Price pursuant thereto; or

elects to exercise the Warrant on a cashless basis and to convert its right to purchase

Warrant Shares under the Warrant for    Warrant Shares, in accordance with the following formula:

X =    Y(A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (as of the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

Please issue the Warrant Shares as to which the Warrant is exercised and, if applicable, a new warrant of like tenor representing the number of Warrant Shares for which the Warrant has not been exercised. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

OIC STRUCTURED EQUITY FUND I AUS, L.P.

By:

Name: Title:

ANNEX B

NOTICE OF TRANSFER

FOR VALUE RECEIVED, OIC Structured Equity Fund I AUS, L.P. does hereby sell, assign and

transfer unto    the right to purchase    shares of common stock, par value $0.0001 per share, of ENERGY VAULT HOLDINGS, INC., a Delaware corporation (the “Company”), evidenced by the Warrant to Purchase Common Stock attached hereto for surrender and cancellation and does hereby authorize the Company to transfer such right on the books of the Company.

Dated:    , 20__

OIC STRUCTURED EQUITY FUND I AUS, L.P.

By:

Name:

Title:

Schedule 1

Adjustment to Number of Warrant Shares

In the event that the Company’s senior unsecured convertible debentures issued pursuant to that certain Securities Purchase Agreement, dated September 22, 2025, with YA II PN, Ltd. (the “Yorkville Debentures”) are ultimately satisfied with fewer than 7,063,500 shares of Company Common Stock (as adjusted as a result of a stock dividend or subdivision, split up or combination of shares of Common Stock to which Section 6.1 applies), the number of Warrant Shares issuable hereunder shall be automatically reduced by that number of shares equal the product of (1) 140,407 and (2) the sum of (A) one minus (B) (x) the number of shares of Energy Vault Parent common stock actually issued in satisfaction of the Yorkville Debentures divided by (y) 7,063,500.

Document

Exhibit 4.4

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

FORM OF WARRANT TO PURCHASE COMMON STOCK

For the Purchase of Up to 34,020 Shares of Common Stock

ENERGY VAULT HOLDINGS, INC.

Dated as of October 9, 2025

1.    Warrant. This Warrant to Purchase Common Stock (this “Warrant”), issued on October

9, 2025 (the “Issuance Date”), hereby certifies that, for value received by Energy Vault Holdings, Inc., a Delaware corporation (the “Company”), OIC Structured Equity Fund I GPFA, L.P., a Delaware limited partnership (the “Holder”), as registered owner of this Warrant, is entitled, at any time or from time to time on or after the Issuance Date and at or before 5:00 p.m., Pacific Time, on October 9, 2030 (the “Expiration Time”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, the number of shares of Common Stock set forth in the table below (as may be adjusted pursuant to Article 6, the “Warrant Shares”), at a price per Warrant Share as set forth below (as may be adjusted pursuant to Article 6, the “Exercise Price”), subject to the terms and conditions set forth herein:

Number of Warrants	Exercise Price
Upon Holder Capital Contributions (as defined in the Asset Vault LLC Agreement) to Asset Vault, LLC (including any amounts netted for fees and expenses) equal to $35 million in the aggregate, 34,020, subject to downward adjustment as set forth on Schedule 1.	$4.24

2.    Exercise. Holder may exercise this Warrant, in whole or in part, in accordance with the procedures set forth in this Article 2 below:

2.1    Exercise Form. In order to exercise this Warrant:

2.1.1 The form of Notice of Exercise attached hereto as Annex A (the “Exercise Form”) must be duly executed and completed and delivered to the Company in facsimile copy or e-mail attachment, together with this Warrant for the surrender and cancellation thereof (to the extent described below), and if a cash exercise is elected, payment of the Exercise Price for the Warrant Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check (each date on which all such items are delivered to the Company other than the payment of the aggregate Exercise Price in the instance of a cashless exercise, an “Exercise Date”). No ink-original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, Holder shall not be required to physically surrender this Warrant to the Company until Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, Holder shall surrender this Warrant to the Company for cancellation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Any rights represented hereby that have not been exercised by the Expiration Time shall become and be void without further force or effect, and all rights to exercise this Warrant represented hereby shall cease and expire at the Expiration Time. If the date on which the Expiration Time is set to occur is not a Business Day, then the Expiration Time shall be deemed to be extended to 5:00 p.m., Pacific Time, on the next succeeding Business Day.

2.2    Cashless Exercise. Holder may elect in its sole discretion to exercise this Warrant through a cashless exercise in lieu of paying the Exercise Price in cash, pursuant to which Holder shall be entitled to receive the number of Warrant Shares computed using the following formula:

X =    Y(A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (as of the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares may be tacked on to the holding period of the Warrants. The Company agrees not to take any position contrary to the foregoing sentence.

3.    Delivery of Warrant Shares.

3.1    As promptly as reasonably practicable on or after an Exercise Date, and in any event within the earliest of (i) two (2) Trading Days after the Exercise Date and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the company of the Notice of Exercise, the Company shall cause the Transfer Agent to issue book-entry interests representing the number of Warrant Shares exercised on such Exercise Date to the account designated by Holder in the Exercise Form. Such issuance and delivery shall be made without charge to Holder for any issue or transfer tax (other than any such taxes in respect of any transfer by Holder to another person occurring contemporaneously therewith), Transfer Agent fee or other incidental expense in respect of the issuance, all of which such taxes and expenses shall be paid by the Company.

3.2    Legend. Other than as provided below, the Warrant Shares issued upon the exercise of this Warrant shall bear a legend as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF

THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.”

3.3    If this Warrant is exercised and (A) there is then an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, Holder, or (B) the Warrant Shares are (x) eligible for resale by Holder pursuant to Rule 144 at the time of sale of such Warrant Shares or (y) eligible for resale by Holder without volume or manner-of-sale limitations pursuant to Rule 144, then the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to Holder by crediting the account of Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system. The Company shall, at the request of Holder, promptly deliver all the necessary documentation to cause the Transfer Agent to promptly remove all restrictive legends from any of the Warrant Shares pursuant to the foregoing, and promptly deliver or cause its legal counsel to promptly deliver to the Transfer Agent the necessary legal opinions or instruction letters required by the Transfer Agent, if any, to promptly effectuate the foregoing, subject to receipt of customary representation letters from Holder and, if applicable, its broker. For so long as this Warrant remains outstanding, the Company shall use reasonably best efforts to provide all customary and reasonably cooperation necessary to enable the Holder to resell the Warrant Shares pursuant to Rule 144 when Rule 144 becomes available to the Holder. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with the removal of such restrictive legends.

4.    Transfer.

4.1    General Restrictions. Neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant may be transferred, sold, pledged, encumbered or assigned in whole or in part prior to the third anniversary of the Issuance Date without the Company’s prior written consent, except for a Permitted Transfer or pursuant to any merger, consolidation or other business combination of the Company, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant in violation of the foregoing shall be void. From and after the third anniversary of the Issuance Date, Holder may sell, transfer, assign, pledge or hypothecate (“Transfer”) this Warrant or the Warrant Shares, in whole or in part, to any Person (including, for the avoidance of doubt, via a Permitted Transfer) subject to compliance with applicable securities laws and the terms of this Warrant. In order to make any Transfer of this Warrant, Holder must deliver to the Company the form of Notice of Transfer attached hereto as Annex B (the “Transfer Form”), duly executed and completed by Holder, together with this Warrant for the surrender and cancellation thereof and remit the payment of all transfer taxes, if any, payable in connection therewith. Within two (2) Business Days of the

Company’s receipt of such Transfer Form, this Warrant and reasonably satisfactory evidence of the remittal of payment for all applicable transfer taxes, if any, the Company shall transfer the rights under this Warrant, in whole or in part, on the books of the Company, cancel this Warrant and execute and deliver a new warrant or warrants of like tenor to the appropriate Transferee(s) expressly evidencing the right to purchase the aggregate number of Warrant Shares Transferred pursuant to this Section 4.1 (subject to the execution of such warrant by such Transferee(s)) and, if applicable, to Holder in accordance with Section 5.1.

4.2    Restrictions Imposed by the Securities Act. This Warrant and the Warrant Shares issuable upon the exercise hereof shall not be Transferred except in compliance with this Section 4 and unless and until: (a) the Company has received an opinion of counsel for Holder reasonably acceptable to the Company that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (provided that no such opinion of counsel shall be required in connection with sales of Warrant Shares under Rule 144 of the Securities Act or a Permitted Transfer); or (b) a registration statement or a post-effective amendment to a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Commission and compliance with applicable state securities law has been established to the Company’s satisfaction, acting reasonably and in good faith.

5.    New Warrants to be Issued.

5.1    Partial Exercise or Transfer. Subject to the restrictions in Article 4, this Warrant may be exercised or Transferred in whole or in part. In the event that the exercise or the Transfer hereof is in part only, upon surrender of this Warrant for cancellation, together with the duly executed Exercise Form or Transfer Form, as applicable, and funds sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to Holder without charge a new warrant of like tenor to this Warrant in the name of Holder evidencing the right of Holder to purchase the number of Warrant Shares purchasable hereunder as to which this Warrant has not been exercised or Transferred (subject to Holder’s execution thereof).

5.2    Lost Certificate. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, including a certification by Holder thereof, and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new warrant of like tenor and date (subject to Holder’s execution thereof). Any such new warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

6.    Adjustments.

6.1    Adjustments to Number of Warrant Shares. In the event that the Company (a) pays a dividend in shares of Common Stock or makes a distribution in shares of Common Stock or any other equity or equity equivalent security payable in shares of Common Stock to holders of its outstanding Common Stock, (b) subdivides (by any split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares Common Stock, or (c) combines (by any combination, reverse split or otherwise) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the remaining number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to any such dividend, distribution, subdivision, or combination shall be proportionately adjusted such that Holder will thereafter receive upon exercise in full of this Warrant the aggregate number of Warrant Shares that Holder would have owned immediately following such action if this Warrant had been exercised in full immediately before the record date, if any, for such action. Any adjustment made pursuant to this Section 6.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For the avoidance of doubt, any adjustment pursuant to this Section 6.1 shall also apply to the number of Warrants Shares that may become purchasable upon the occurrence of the event set forth in the table in Section 1 above.

6.2    Rights Offering. In addition to any adjustments pursuant to Section 6.1 above, if at any time the Company grants, issues or sells any Common Stock equivalents or rights to purchase stock, warrants or securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (“Purchase Rights”), then Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Holder would have acquired if Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record date is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights.

6.3    Extraordinary Transactions. If the Company effects any Extraordinary Transaction, at any time prior to the Expiration Time, then upon consummation of such Extraordinary Transaction, this Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets which Holder would have owned immediately after the consummation of such Extraordinary Transaction if Holder had exercised in full this Warrant immediately before the consummation of such Extraordinary Transaction. If holders of Common Stock are given any choice as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Extraordinary Transaction, then Holder shall be given the same choice as to such consideration it receives upon any exercise of this Warrant following such Extraordinary Transaction. For the avoidance of doubt, if this Section 6.3 applies to the transaction, Section 6.1 shall not apply.

6.4    Adjustments to Exercise Price. Upon any adjustment to the number of Warrant

Shares subject to this Warrant pursuant to this Article 6, the Exercise Price shall be adjusted concurrently therewith to equal the product of (a) the Exercise Price (as it may have been previously adjusted pursuant to this Section 6.4) and (b) a fraction, the numerator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant in full before giving effect to such adjustment, and the denominator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant as so adjusted pursuant to this Article 6.

6.5    No Changes in Form of Warrant. This Warrant need not be amended or modified

because of any adjustment pursuant to this Article 6, and any Warrant issued after the occurrence of an event requiring an adjustment under this Article 6 may state the same Exercise Price and the same number of Warrant Shares as are stated in this Warrant, subject to Section 5.1. The acceptance by Holder of the issuance of any new warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issuance Date or the computation thereof.

6.6    Elimination of Fractional Interests. The Company shall not be required to issue

fractional shares of Common Stock upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Warrant Shares or other securities, properties or rights.

7.Reservation; Listing. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of Warrant Shares as shall be issuable upon the full exercise of this Warrant. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor (whether in cash or by the cashless exercise procedure described in Section 2.2), in accordance with the terms hereof, all Warrant Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable. Notwithstanding anything to the contrary herein, no Warrant Shares shall be issued at less than their par value. The Company shall use commercially reasonable efforts to cause all Warrant Shares to be approved for listing, subject to official notice of issuance, on each securities exchange or automated quotation system on which the Common Stock has been listed.

8.Representations and Warranties of Holder. Holder hereby represents and warrants to, acknowledges to and agrees with the Company as of the date hereof:

8.1    Organization, Existence and Qualification. Holder is an entity that has been duly

organized and is validly existing and in good standing under the Laws of its jurisdiction of organization.

8.2    Authorization and Enforceability. Holder has the requisite power and authority to

execute and deliver this Warrant and to consummate the transactions contemplated

hereby. The execution, delivery and performance by Holder of this Warrant have been duly and validly authorized by all necessary requisite action on the part of Holder. This Warrant has been duly executed and delivered by Holder and constitutes a valid and binding obligation of Holder, enforceable against Holder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

8.3    No Violation. The execution, delivery and performance by Holder of this Warrant do not and will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of Holder; (ii) conflict with or violate or breach the terms of, result in a default under, result in the creation of any lien under or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under any note, bond, mortgage, indenture, credit agreement or other contract to which Holder is a party or by which it is bound; (iii) violate any judgment, order, ruling, regulation or decree applicable to Holder as a party in interest; or (iv) violate any Law applicable to Holder or any of its assets, except any matters described in clauses (ii), (iii) and (iv) above which would not have a material adverse effect on the ability of Holder to consummate the transactions contemplated hereby.

8.4    Consents, Approvals or Waivers. All consents, approvals, authorizations or waivers from, and any registrations or filings with or notifications to, any Governmental Authority required on the part of Holder in connection with Holder’s execution, delivery or performance of this Warrant and the consummation of the transactions contemplated hereby have been obtained and are effective as of the date hereof.

8.5    Investment Intent. Holder understands that this Warrant and the Warrant Shares, as applicable, are “restricted securities” and as of the date hereof, have not been registered under the Securities Act or any applicable federal and state securities laws. Holder is acquiring this Warrant and, upon exercise of this Warrant, the Warrant Shares, as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Warrant or Warrant Shares, as applicable, has no present intention of distributing any of such Warrant or Warrant Shares, as applicable, and has no arrangement or understanding with any other Persons regarding the distribution of such Warrant or Warrant Shares, as applicable, in any transaction in violation of the applicable federal and state securities laws in the United States (this representation and warranty does not limit Holder’s right to sell or otherwise dispose of this Warrant or the Warrant Shares, as applicable, in compliance with applicable federal and state securities laws in the United States and in compliance with other agreed restrictions). Holder does not have any agreement or understanding, directly or indirectly, with any Person to distribute any part of this Warrant or the Warrant Shares, as applicable. Holder understands and acknowledges that this Warrant and the Warrant Shares, as applicable, may be subject to certain resale restrictions under applicable securities laws. Holder also acknowledges that it has been advised to consult its own legal

counsel with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and that, without limiting the representations and warranties made by the Company in this Warrant, the Company is not in any manner responsible for ensuring compliance by Holder with such restrictions).

8.6    Holder Status. Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

8.7    Legends. Holder understands that the Warrant Shares will bear a restrictive legend at such time as set forth in Section 3.2.

8.8    Experience of Holder. Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in this Warrant and the Warrant Shares, as applicable, and has so evaluated the merits and risks of such investment. Holder is able to bear the economic risk of an investment in this Warrant and the Warrant Shares, as applicable, and, at the present time, is able to afford a complete loss of such investment.

8.9    Access to Information. Holder acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of this Warrant and the Warrant Shares and the merits and risks of investing in this Warrant and the Warrant Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to this Warrant and the purchase of the Warrant Shares; and (iv) the opportunity to ask questions of management. Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of this Warrant and the Warrant Shares, as applicable. Notwithstanding anything contained herein to the contrary, Holder acknowledges that the Company and its representatives may possess non-public information not known to Holder that may be material to a reasonable investor, such as Holder, when making investment decisions, including the decision to enter into this Warrant or exercise this Warrant, and Holder’s decision to enter into this Warrant or exercise this Warrant, as applicable, is being made with full recognition and acknowledgment that the Company is privy to non-public information, irrespective of whether such non-public information has been provided to Holder. This Section 8.9 is not intended to, and shall not, limit the representations and warranties made by the Company in this Warrant.

8.10 Independent Investment Decision. Holder has independently evaluated the merits of its decision to enter into this Warrant and purchase the Warrant Shares, as applicable, and Holder confirms that it has not relied on the advice of any other Person’s business and/or legal counsel in making such decision. Holder

understands that nothing in this Warrant or any other materials presented by or on behalf of the Company to Holder in connection with this Warrant or the purchase of the Warrant Shares, as applicable, constitutes legal, tax or investment advice. Holder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with this Warrant and its purchase of the Warrant Shares, as applicable. This Section 8.10 is not intended to, and shall not, limit the representations and warranties made by the Company in this Warrant.

8.11    No Reliance. Holder has not relied on any representation or warranty in connection

with this Warrant or purchase of the Warrant Shares, as applicable, other than those contained in this Warrant.

8.12 Compliance with Laws.

8.12.1 Anti-Corruption. In the past five (5) years, neither the Holder (or Affiliates thereof) nor, to the knowledge of Holder, any of its Representatives or any other Person acting for or on behalf of the Holder has directly or indirectly: (a) made, offered, or promised to make or offer any payment, loan, or transfer of anything of value, including any reward, advantage, or benefit of any kind, to or for the benefit of any Government Official, candidate for public office, political party, or political campaign, for the purpose of improperly (i) influencing any act or decision of such Government Official, candidate, party or campaign, (ii) inducing such Government Official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any Person, (iv) expediting or securing the performance of official acts of a routine nature, or (v) otherwise securing any improper advantage; (b) paid, offered, or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (c) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment, or other expenditures, in each case to the extent unlawful under Anti-Corruption Laws; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any material false or inaccurate books and records of the Holder; or (f) otherwise violated any of the Anti-Corruption Laws or applicable provisions of any anti-money laundering Laws, including without limitation the Money Laundering Control Act, the Currency and Foreign Transactions Reporting Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and the Corporate Transparency Act. No Holder (or Affiliates thereof) has: (A) made any voluntary disclosure to any Governmental Authority relating to Anti-Corruption Laws or anti-money laundering Laws; (B) been the subject of any investigation or inquiry regarding compliance with such Laws; or (C) been assessed any fine or penalty under such Laws.

8.12.2 International Trade Laws.

8.12.2.1 The Holder (or Affiliates thereof) is, and for the past five (5) years has been, in compliance in all material respects with applicable International Trade Laws, and have not taken any action that violates, evades or avoids, or attempts to violate, evade or avoid International Trade Laws. Neither the Holder (or Affiliates thereof) nor any of its Representatives acting on its behalf, currently or during the past five (5) years: (i) is or has been a Sanctioned Person or has acted, directly or indirectly, on behalf of a Sanctioned Person; (ii) is unlawfully conducting or has unlawfully conducted any business or engaged in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person; or (iii) is unlawfully dealing in or has unlawfully dealt in, or otherwise engaged in, any transaction relating to, any property or interests in property of any Sanctioned Person, in each case of (i) through (iii) in violation of applicable International Trade Laws.

8.12.2.2 Holder (or Affiliates thereof) has not received and, after due care and inquiry, is not aware of any current or threatened investigation, inquiry, complaint, lawsuit, voluntary or involuntary disclosure, warning letter, penalty notice, or other regulatory action, whether internal, by a government regulator or agency, or a private party, alleging any violation of International Trade Laws, nor has the Holder (or Affiliates thereof) nor any of its Representatives, been convicted of violating any International Trade Laws.

8.12.2.3 The Holder (or Affiliates thereof), has adopted and implemented policies and procedures reasonably designed to prevent, detect and deter violations of applicable International Trade Laws.

8.12.3 None of the Holder or its direct or indirect owners or beneficiaries is a “specified foreign entity” (as such term is defined in Section 7701(a)(51)(B) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof). The Holder is not a “foreign influenced entity” (as such term is defined in Section 7701(a)(51)(D) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof).

9.    Representations and Warranties of the Company. The Company hereby represents and warrants, acknowledges to and agrees with Holder as follows as of the date of this Warrant:

9.1    Organization; Existence and Qualification. The Company is duly incorporated and is validly existing and in good standing under the Laws of the state of its formation,

is duly qualified to do business and is in good standing in each jurisdiction in which it is required to qualify in order to conduct its business, except where the failure to so qualify would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

9.2    Authorization and Enforceability.

9.2.1 The Company has the requisite power and authority to execute and deliver this Warrant and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company.

9.2.2 (A) This Warrant has been duly executed and delivered by the Company and (B) this Warrant constitutes the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except, in the case of clause (B) above, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

9.3    No Violation. The execution, delivery and performance by the Company of this Warrant do not, and the consummation of the transactions contemplated hereby will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of the Company; (ii) violate or breach the terms of, result in a default under, result in the creation of any lien, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under (x) any note, bond, mortgage, indenture or credit agreement to which the Company is a party and (y) any other contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (iii) violate any judgment, order, ruling, regulation or decree applicable to the Company or any of its properties or assets; or (iv) violate any Law applicable to the Company or any of its properties or assets, except for matters described in clauses (ii), (iii) or (iv) above which would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.

9.4    Consents, Approvals or Waivers. The execution, delivery and performance by the Company of this Warrant (including the authorization, issuance and delivery of the Warrant Shares) will not be subject to or require any consent, approval, authorization, or waiver from, or any registration or filing with or notification to, any Person, except for (i) filings required by federal and state securities laws, (ii) the approval for listing on the NYSE of the Warrant Shares; and (iii) such consents as have been obtained or where the failure of the Company to obtain or make any such consent, approval, authorization, order, filing or registration would not

reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

10.No Rights as Shareholder until Exercise. This Warrant does not entitle Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

11.Certain Notice Requirements; Access Rights; and Information Rights.

11.1    Holder’s Right to Receive Notice. If at any time prior to the earlier to occur of the Expiration Time or the exercise of this Warrant in full, any of the events described in Section 11.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) Business Days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Without limiting the foregoing, the Company shall deliver to Holder a copy of each notice given to any of the other shareholders of the Company at the same time and in the same manner that any such notice is given to the shareholders.

11.2 Events Requiring Notice. The Company shall be required to give the notice described in this Article 11 upon one or more of the following events: (a) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution, (b) the Company shall offer to all or substantially all of the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor (including, for the avoidance of doubt, any action by the Company for which the Holder would have rights pursuant to Section 6.2 above), or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. In addition to and not in limitation of the foregoing, the Company shall be required to give the notice described in this Article 11 prior to consummating any transaction set forth in clauses (a) through (e) of the definition of Extraordinary Transaction, irrespective of whether such transaction entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock; provided, however, that in no event shall the Company be required to give such notice prior to such transaction being publicly disclosed.

11.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring an adjustment pursuant to Article 6, send notice to Holder, which shall describe such event causing the change and the method of calculating same. If Holder shall dispute any adjustment in pursuant to Article 6, the number of Warrant Shares purchasable hereunder or the Exercise Price applicable thereto, Holder shall

provide written notice of such dispute to the Company. The Company and Holder shall negotiate in good faith to resolve such dispute. If the Company and Holder are not able to resolve such dispute within ten (10) Business Days, the Company shall engage a nationally recognized third-party accounting firm mutually acceptable to the Company and Holder, (ii) the Company and Holder shall each submit to the third-party accounting firm their respective good faith determination of the calculation of the number of Warrant Shares and/or Exercise Price in dispute and (iii) the third-party accounting firm shall be instructed to select which of the two submitted calculations is the most commercially reasonable under the circumstances and best gives effect to the intent of this Warrant. If the Company and Holder cannot agree on such third-party accounting firm, they shall each select a third-party accounting firm, which two third-party accounting firms will select a third third-party accounting firm to serve in this capacity.

11.4    Transmittal of Notices. All notices that are required or may be given pursuant to

this Warrant shall be sufficient in all respects if given in writing. Any such notice shall be deemed given (a) when made, if made by hand delivery, and upon receipt, if made by electronic mail transmission (unless the sender receives a “bounce back” notice that such electronic mail transmission was not delivered), (b) one (1) Business Day after being deposited with a next-day courier, postage prepaid or (c) three (3) Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Holder:

c/o OIC, L.P.

292 Madison Avenue

Suite 2500

New York, New York 10017

Attention:

Email:

With a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

260 North Green Street, Suite 1300

Chicago, IL 60607

Attention: Peter Lieberman; Kyle R. Junik

Email: liebermanp@gtlaw.com; junikk@gtlaw.com

If to the Company:

Energy Vault Holdings, Inc.

4165 East Thousand Oaks Blvd., Suite 100

Westlake Village, California 91362

Attention: General Counsel

Email: legal@energyvault.com

With a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

1114 6th Ave 32nd Floor,

New York, NY 10036

Attention: Michael Gibson; Benjamin N. Heriaud; Jenny Speck

Email: mgibson@velaw.com; bheriaud@velaw.com; jspeck@velaw.com

11.5 Information Rights. For so long as the Holder owns this Warrant or any Warrant Shares, upon the request of the Holder, the Company shall at reasonable times and intervals provide the Holder all information reasonably requested by the Holder concerning the general status of the Company’s financial condition and operations; provided that (i) there is valid business purpose for requesting such information, (ii) the provisioning of such information does not unreasonably disrupt the business of the Company, (iii) the provisions of such information does not violate applicable law, and (iv) the Holder agrees to keep such information confidential; provided further that access to highly confidential proprietary information and facilities or to any information subject to attorney client privilege or as to which a conflict of interest exists need not be provided.

11.6 Access Rights. For so long as the Holder owns this Warrant or any Warrant Shares, the Holder, or its duly authorized representatives, shall be permitted, during normal business hours and upon reasonable advance notice to the Company, to (1) inspect any of the properties of the Company and the Subsidiaries Controlled by the Company or examine the books and records of the Company and the Subsidiaries Controlled by the Company for any proper purpose and make copies thereof, and (2) meet or otherwise communicate with the Board of Directors or CEO of the Company (or other officers or members of key management of the Company or any of the Subsidiaries Controlled by the Company as may be mutually agreed by Holder and the Company) on significant business issues at mutually agreeable times for such meeting or communication; provided that (i) there is valid business purpose for requesting such information, (ii) such inspection or meeting, as applicable, does not unreasonably disrupt the business of the Company, (iii) such inspection does not violate applicable law, (iv) Holder provides to the Company an agenda for such meeting at least five (5) days in advance thereof and (v) the Holder agrees to keep such information confidential; provided further that access to highly confidential proprietary information and facilities or to any information subject to attorney client privilege or as to which a conflict of interest exists need not be provided. All out-of-pocket costs arising from such inspection will be borne by the Holder.

12.    Tax Matters. For so long as the Holder retains beneficial ownership over the Warrants

and underlying Warrant Shares, the Holder will promptly notify the Company upon becoming aware that the Holder or one or more of its direct or indirect owners or beneficiaries is or reasonably believes it might become (i) a “specified foreign entity” (as such term is defined in Section 7701(a)(51)(B) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof) or (ii) a “foreign influenced entity” (as such term

is defined in Section 7701(a)(51)(D) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof).

13.    Miscellaneous.

13.1 Amendments. The terms of this Warrant may be amended only with the written consent of the Company and Holder.

13.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant.

13.3 Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

13.4    Binding Effect. This Warrant shall inure solely to the benefit of, and shall be binding upon, Holder and the Company and their permitted assignees, respective successors, legal representatives and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.

13.5    Applicable Law. This Warrant and any claim, controversy or dispute arising under or related to this Warrant shall be governed by, and construed in accordance with the Laws of, the State of Delaware without regard to its principles regarding conflicts of law.

13.6    Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable Law.

13.7 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any court referred to in Section 13.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

13.8    Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to this Warrant in the manner provided for notices in Section 11.4. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

13.9 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS WARRANT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.10 Waiver, etc. The failure of the Company or Holder to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a waiver of any such provision, nor in any way affect the validity of this Warrant or any provision hereof or the right of the Company or Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

13.11 Transfers to Company Subsidiaries. In the event (i) all or any portion of this Warrant is Transferred to any subsidiary of the Company (including Asset Vault, LLC) and (ii) following such Transfer such subsidiary ceases to be Controlled by the Company, any rights represented hereby (to the extent held by such subsidiary) that have not been exercised by such time shall become and be void without further force or effect and all rights to exercise this Warrant represented hereby (to the extent held by such subsidiary) shall cease and expire at such time.

14.    Defined Terms. As used herein:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person.

“Anti-Corruption Laws” means all applicable Laws, regulations or orders of any Governmental Authority relating to anti-bribery or anti-corruption (governmental or commercial), including Laws that prohibit the corrupt payment, offer, promise,

authorization, acceptance or agreement to accept the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any government official, foreign government employee, commercial entity or anyone to obtain or retain business improperly or for other improper benefit or advantage, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq.), the UK Bribery Act of 2010, the U.S. Foreign Extortion Prevention Act, and all local, national and international Laws prohibiting such conduct or enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Asset Vault LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Asset Vault, LLC, dated as of October 9, 2025.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.0001 per share.

“Contribution Agreement” means that certain Contribution and Purchase Agreement, by and among Energy Vault, Inc., OIC Structured Equity Fund I, L.P., OIC Structured Equity Fund I AUS, L.P., OIC Structured Equity Fund I GPFA, L.P., and Asset Vault, LLC, dated as of October 9, 2025.

“Control” (including the terms “Controlled by” and “under common Control with”) with respect to any Person means the possession, directly or indirectly, of the power to exercise or determine the voting of more than fifty percent (50%) of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than fifty percent (50%) of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extraordinary Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the capital stock of the Company (other than (i) a change in par value, from par value to no par value, from no par value to par value or (ii) as a result of a stock dividend or subdivision, split up or combination of shares of Common Stock to which Section 6.1 applies), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving entity of such consolidation or merger), (d) sale or lease of all or substantially all of the Company’s assets (on a consolidated basis) or capital stock to another Person or (e) other similar transaction, in each case, that entitles the holders of Common Stock to receive (either directly or upon

subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock.

“Governmental Authority” shall mean any foreign, domestic, supranational, federal, territorial, state or local governmental entity, quasi-governmental entity, court, tribunal, judicial or arbitral body, commission, health organization, board, bureau, agency or instrumentality, or any regulatory, administrative or other department, agency or any political or other subdivision, department or branch of any of the foregoing.

“Government Official” means any officer or employee of a Governmental Authority or any Person acting in an official capacity for or on behalf of any such government or department, agency, instrumentality, public international organization, sovereign wealth fund, or any political party, party official, or candidate thereof.

“International Trade Laws” means all applicable U.S. and non-U.S. laws, statutes, rules, regulations, judgments, orders (including executive orders), decrees or restrictive measures relating to economic, financial, or trade sanctions, export control, or anti-boycott measures administered, enacted, or enforced by a relevant Sanctions Authority, as well as applicable customs laws.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“Material Adverse Effect” means any material adverse effect on (a) the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (b) the Company’s ability to consummate the transactions contemplated hereby.

“NYSE” means the New York Stock Exchange.

“Per Share Price” means, as of a given date, the average Official Closing Price (as defined in the NYSE Listed Company Manual) for the five Trading Days immediately preceding such date.

“Permitted Transfer” means a Transfer of Warrant or Warrant Shares by a Holder to (i) an Affiliate of such Holder, or (ii) pursuant to the Asset Vault LLC Agreement.

“Person” (including the term “Persons”) means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Registration” means a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such Registration Statement becoming effective.

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Representatives” of a Person shall mean such Person and its and their respective officers, directors, principals, employees, financial advisors, attorneys, accountants, consultants, agents, auditors, bankers and other advisors and representatives.

“Sanctioned Jurisdiction” means a country or territory which is, or during the past five years has been, the subject or target of comprehensive U.S. sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” means a Person (i) identified on the United States’ Specially Designated Nationals and Blocked Persons List, the United States’ Denied Persons List, Entity List or Debarred Parties List, the United Nations Security Council Sanctions List, the European Union’s List of Persons, Groups and Entities Subject to Financial Sanctions, the United Kingdom’s Consolidated List of Financial Sanctions Targets, or any other similar list maintained by any Sanctions Authority having jurisdiction over the parties to this Agreement; (ii) located, organized or resident in a Sanctioned Jurisdiction or (iii) owned, 50% or more, individually or in the aggregate by, controlled by, or acting on behalf of a Person described in clause (i) or (ii) above.

“Sanctions Authority” means the United States government, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the Bureau of Industry and Security of the U.S. Department of Commerce, the United Nations Security Council, the European Union, any Member State of the European Union and the competent national authorities thereof, the United Kingdom, the Office of Financial Sanctions Implementation of His Majesty’s Treasury, the Export Control Joint Unit of the UK Department of International Trade, and any other relevant governmental, intergovernmental or supranational body, agency or authority with jurisdiction over the parties to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Standard Settlement Period” means the standard settlement period, expressed in the number of Trading Days, on the Common Stock’s primary Trading Market with respect to the Common Stock as in effect on the date of the deliver of the Notice of Exercise.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE America, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Maker or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means Computershare Trust Company, N.A., or such other entity as the Company may designate to act as the transfer agent for its Common Stock from time to time.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

OIC STRUCTURED EQUITY FUND I GPFA, L.P.

By: OIC Structured Equity Fund I GP, L.P. Its: general partner

By: OIC Structured Equity Fund I Upper GP, LLC Its: general partner

By: _________

Name:

Title:

[Signature Page to Energy Vault – OIC Warrant Agreement]

ANNEX A

NOTICE OF EXERCISE

Date:    , 20__

The undersigned hereby elects irrevocably to exercise the Warrant to Purchase Common Stock

(the “Warrant”) attached hereto for surrender and cancellation for    shares of common stock, par value $0.0001 per share (the “Warrant Shares”), of ENERGY VAULT HOLDINGS, INC., a Delaware corporation (the “Company”), and hereby [check one]:

makes payment of $    (at the rate of $____ per Warrant Share) in payment of the

Exercise Price pursuant thereto; or

elects to exercise the Warrant on a cashless basis and to convert its right to purchase

Warrant Shares under the Warrant for    Warrant Shares, in accordance with the following formula:

X =    Y(A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (as of the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

Please issue the Warrant Shares as to which the Warrant is exercised and, if applicable, a new warrant of like tenor representing the number of Warrant Shares for which the Warrant has not been exercised. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

OIC STRUCTURED EQUITY FUND I GPFA, L.P.

By:

Name:

Title:

ANNEX B

NOTICE OF TRANSFER

FOR VALUE RECEIVED, OIC Structured Equity Fund I GPFA, L.P. does hereby sell, assign and

transfer unto    the right to purchase    shares of common stock, par value $0.0001 per share, of ENERGY VAULT HOLDINGS, INC., a Delaware corporation (the “Company”), evidenced by the Warrant to Purchase Common Stock attached hereto for surrender and cancellation and does hereby authorize the Company to transfer such right on the books of the Company.

Dated:    , 20__

OIC STRUCTURED EQUITY FUND I GPFA, L.P.

By:

Name:

Title:

Schedule 1

Adjustment to Number of Warrant Shares

In the event that the Company’s senior unsecured convertible debentures issued pursuant to that certain Securities Purchase Agreement, dated September 22, 2025, with YA II PN, Ltd. (the “Yorkville Debentures”) are ultimately satisfied with fewer than 7,063,500 shares of Company Common Stock (as adjusted as a result of a stock dividend or subdivision, split up or combination of shares of Common Stock to which Section 6.1 applies), the number of Warrant Shares issuable hereunder shall be automatically reduced by that number of shares equal the product of (1) 1,208 and (2) the sum of (A) one minus (B) (x) the number of shares of Energy Vault Parent common stock actually issued in satisfaction of the Yorkville Debentures divided by (y) 7,063,500.

Document

Exhibit 4.5

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

FORM OF WARRANT TO PURCHASE COMMON STOCK

For the Purchase of Up to 1,582,311 Shares of Common Stock

ENERGY VAULT HOLDINGS, INC.

Dated as of October 9, 2025

1.    Warrant. This Warrant to Purchase Common Stock (this “Warrant”), issued on October

9, 2025 (the “Issuance Date”), hereby certifies that, for value received by Energy Vault Holdings, Inc., a Delaware corporation (the “Company”), OIC Structured Equity Fund I, L.P., a Delaware limited partnership (the “Holder”), as registered owner of this Warrant, is entitled, at any time or from time to time on or after the Issuance Date and at or before 5:00 p.m., Pacific Time, on October 9, 2030 (the “Expiration Time”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, the number of shares of Common Stock set forth in the table below (as may be adjusted pursuant to Article 6, the “Warrant Shares”), at a price per Warrant Share as set forth below (as may be adjusted pursuant to Article 6, the “Exercise Price”), subject to the terms and conditions set forth herein:

Number of Warrants	Exercise Price
Upon Holder Capital Contributions (as defined in the Asset Vault LLC Agreement) to Asset Vault, LLC (including any amounts netted for fees and expenses) equal to $35 million in the aggregate, 1,582,311, subject to downward adjustment as set forth on Schedule 1.	$4.24

2.    Exercise. Holder may exercise this Warrant, in whole or in part, in accordance with the procedures set forth in this Article 2 below:

2.1    Exercise Form. In order to exercise this Warrant:

2.1.1 The form of Notice of Exercise attached hereto as Annex A (the “Exercise Form”) must be duly executed and completed and delivered to the Company in facsimile copy or e-mail attachment, together with this Warrant for the surrender and cancellation thereof (to the extent described below), and if a cash exercise is elected, payment of the Exercise Price for the Warrant Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check (each date on which all such items are delivered to the Company other than the payment of the aggregate Exercise Price in the instance of a cashless exercise, an “Exercise Date”). No ink-original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, Holder shall not be required to physically surrender this Warrant to the Company until Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, Holder shall surrender this Warrant to the Company for cancellation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Any rights represented hereby that have not been exercised by the Expiration Time shall become and be void without further force or effect, and all rights to exercise this Warrant represented hereby shall cease and expire at the Expiration Time. If the date on which the Expiration Time is set to occur is not a Business Day, then the Expiration Time shall be deemed to be extended to 5:00 p.m., Pacific Time, on the next succeeding Business Day.

2.2    Cashless Exercise. Holder may elect in its sole discretion to exercise this Warrant through a cashless exercise in lieu of paying the Exercise Price in cash, pursuant to which Holder shall be entitled to receive the number of Warrant Shares computed using the following formula:

X =    Y(A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (as of the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares may be tacked on to the holding period of the Warrants. The Company agrees not to take any position contrary to the foregoing sentence.

3.    Delivery of Warrant Shares.

3.1    As promptly as reasonably practicable on or after an Exercise Date, and in any event within the earliest of (i) two (2) Trading Days after the Exercise Date and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the company of the Notice of Exercise, the Company shall cause the Transfer Agent to issue book-entry interests representing the number of Warrant Shares exercised on such Exercise Date to the account designated by Holder in the Exercise Form. Such issuance and delivery shall be made without charge to Holder for any issue or transfer tax (other than any such taxes in respect of any transfer by Holder to another person occurring contemporaneously therewith), Transfer Agent fee or other incidental expense in respect of the issuance, all of which such taxes and expenses shall be paid by the Company.

3.2    Legend. Other than as provided below, the Warrant Shares issued upon the exercise of this Warrant shall bear a legend as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF

THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.”

3.3    If this Warrant is exercised and (A) there is then an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, Holder, or (B) the Warrant Shares are (x) eligible for resale by Holder pursuant to Rule 144 at the time of sale of such Warrant Shares or (y) eligible for resale by Holder without volume or manner-of-sale limitations pursuant to Rule 144, then the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to Holder by crediting the account of Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system. The Company shall, at the request of Holder, promptly deliver all the necessary documentation to cause the Transfer Agent to promptly remove all restrictive legends from any of the Warrant Shares pursuant to the foregoing, and promptly deliver or cause its legal counsel to promptly deliver to the Transfer Agent the necessary legal opinions or instruction letters required by the Transfer Agent, if any, to promptly effectuate the foregoing, subject to receipt of customary representation letters from Holder and, if applicable, its broker. For so long as this Warrant remains outstanding, the Company shall use reasonably best efforts to provide all customary and reasonably cooperation necessary to enable the Holder to resell the Warrant Shares pursuant to Rule 144 when Rule 144 becomes available to the Holder. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with the removal of such restrictive legends.

4.    Transfer.

4.1    General Restrictions. Neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant may be transferred, sold, pledged, encumbered or assigned in whole or in part prior to the third anniversary of the Issuance Date without the Company’s prior written consent, except for a Permitted Transfer or pursuant to any merger, consolidation or other business combination of the Company, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant in violation of the foregoing shall be void. From and after the third anniversary of the Issuance Date, Holder may sell, transfer, assign, pledge or hypothecate (“Transfer”) this Warrant or the Warrant Shares, in whole or in part, to any Person (including, for the avoidance of doubt, via a Permitted Transfer) subject to compliance with applicable securities laws and the terms of this Warrant. In order to make any Transfer of this Warrant, Holder must deliver to the Company the form of Notice of Transfer attached hereto as Annex B (the “Transfer Form”), duly executed and completed by Holder, together with this Warrant for the surrender and cancellation thereof and remit the payment of all transfer taxes, if any, payable in connection therewith. Within two (2) Business Days of the

Company’s receipt of such Transfer Form, this Warrant and reasonably satisfactory evidence of the remittal of payment for all applicable transfer taxes, if any, the Company shall transfer the rights under this Warrant, in whole or in part, on the books of the Company, cancel this Warrant and execute and deliver a new warrant or warrants of like tenor to the appropriate Transferee(s) expressly evidencing the right to purchase the aggregate number of Warrant Shares Transferred pursuant to this Section 4.1 (subject to the execution of such warrant by such Transferee(s)) and, if applicable, to Holder in accordance with Section 5.1.

4.2    Restrictions Imposed by the Securities Act. This Warrant and the Warrant Shares issuable upon the exercise hereof shall not be Transferred except in compliance with this Section 4 and unless and until: (a) the Company has received an opinion of counsel for Holder reasonably acceptable to the Company that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (provided that no such opinion of counsel shall be required in connection with sales of Warrant Shares under Rule 144 of the Securities Act or a Permitted Transfer); or (b) a registration statement or a post-effective amendment to a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Commission and compliance with applicable state securities law has been established to the Company’s satisfaction, acting reasonably and in good faith.

5.    New Warrants to be Issued.

5.1    Partial Exercise or Transfer. Subject to the restrictions in Article 4, this Warrant may be exercised or Transferred in whole or in part. In the event that the exercise or the Transfer hereof is in part only, upon surrender of this Warrant for cancellation, together with the duly executed Exercise Form or Transfer Form, as applicable, and funds sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to Holder without charge a new warrant of like tenor to this Warrant in the name of Holder evidencing the right of Holder to purchase the number of Warrant Shares purchasable hereunder as to which this Warrant has not been exercised or Transferred (subject to Holder’s execution thereof).

5.2    Lost Certificate. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, including a certification by Holder thereof, and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new warrant of like tenor and date (subject to Holder’s execution thereof). Any such new warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

6.    Adjustments.

6.1    Adjustments to Number of Warrant Shares. In the event that the Company (a) pays a dividend in shares of Common Stock or makes a distribution in shares of Common Stock or any other equity or equity equivalent security payable in shares of Common Stock to holders of its outstanding Common Stock, (b) subdivides (by any split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares Common Stock, or (c) combines (by any combination, reverse split or otherwise) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the remaining number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to any such dividend, distribution, subdivision, or combination shall be proportionately adjusted such that Holder will thereafter receive upon exercise in full of this Warrant the aggregate number of Warrant Shares that Holder would have owned immediately following such action if this Warrant had been exercised in full immediately before the record date, if any, for such action. Any adjustment made pursuant to this Section 6.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For the avoidance of doubt, any adjustment pursuant to this Section 6.1 shall also apply to the number of Warrants Shares that may become purchasable upon the occurrence of the event set forth in the table in Section 1 above.

6.2    Rights Offering. In addition to any adjustments pursuant to Section 6.1 above, if at any time the Company grants, issues or sells any Common Stock equivalents or rights to purchase stock, warrants or securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (“Purchase Rights”), then Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Holder would have acquired if Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record date is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights.

6.3    Extraordinary Transactions. If the Company effects any Extraordinary Transaction, at any time prior to the Expiration Time, then upon consummation of such Extraordinary Transaction, this Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets which Holder would have owned immediately after the consummation of such Extraordinary Transaction if Holder had exercised in full this Warrant immediately before the consummation of such Extraordinary Transaction. If holders of Common Stock are given any choice as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Extraordinary Transaction, then Holder shall be given the same choice as to such consideration it receives upon any exercise of this Warrant following such Extraordinary Transaction. For the avoidance of doubt, if this Section 6.3 applies to the transaction, Section 6.1 shall not apply.

6.4    Adjustments to Exercise Price. Upon any adjustment to the number of Warrant

Shares subject to this Warrant pursuant to this Article 6, the Exercise Price shall be adjusted concurrently therewith to equal the product of (a) the Exercise Price (as it may have been previously adjusted pursuant to this Section 6.4) and (b) a fraction, the numerator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant in full before giving effect to such adjustment, and the denominator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant as so adjusted pursuant to this Article 6.

6.5    No Changes in Form of Warrant. This Warrant need not be amended or modified

because of any adjustment pursuant to this Article 6, and any Warrant issued after the occurrence of an event requiring an adjustment under this Article 6 may state the same Exercise Price and the same number of Warrant Shares as are stated in this Warrant, subject to Section 5.1. The acceptance by Holder of the issuance of any new warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issuance Date or the computation thereof.

6.6    Elimination of Fractional Interests. The Company shall not be required to issue

fractional shares of Common Stock upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Warrant Shares or other securities, properties or rights.

7.Reservation; Listing. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of Warrant Shares as shall be issuable upon the full exercise of this Warrant. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor (whether in cash or by the cashless exercise procedure described in Section 2.2), in accordance with the terms hereof, all Warrant Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable. Notwithstanding anything to the contrary herein, no Warrant Shares shall be issued at less than their par value. The Company shall use commercially reasonable efforts to cause all Warrant Shares to be approved for listing, subject to official notice of issuance, on each securities exchange or automated quotation system on which the Common Stock has been listed.

8.Representations and Warranties of Holder. Holder hereby represents and warrants to, acknowledges to and agrees with the Company as of the date hereof:

8.1    Organization, Existence and Qualification. Holder is an entity that has been duly

organized and is validly existing and in good standing under the Laws of its jurisdiction of organization.

8.2    Authorization and Enforceability. Holder has the requisite power and authority to

execute and deliver this Warrant and to consummate the transactions contemplated

hereby. The execution, delivery and performance by Holder of this Warrant have been duly and validly authorized by all necessary requisite action on the part of Holder. This Warrant has been duly executed and delivered by Holder and constitutes a valid and binding obligation of Holder, enforceable against Holder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

8.3    No Violation. The execution, delivery and performance by Holder of this Warrant do not and will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of Holder; (ii) conflict with or violate or breach the terms of, result in a default under, result in the creation of any lien under or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under any note, bond, mortgage, indenture, credit agreement or other contract to which Holder is a party or by which it is bound; (iii) violate any judgment, order, ruling, regulation or decree applicable to Holder as a party in interest; or (iv) violate any Law applicable to Holder or any of its assets, except any matters described in clauses (ii), (iii) and (iv) above which would not have a material adverse effect on the ability of Holder to consummate the transactions contemplated hereby.

8.4    Consents, Approvals or Waivers. All consents, approvals, authorizations or waivers from, and any registrations or filings with or notifications to, any Governmental Authority required on the part of Holder in connection with Holder’s execution, delivery or performance of this Warrant and the consummation of the transactions contemplated hereby have been obtained and are effective as of the date hereof.

8.5    Investment Intent. Holder understands that this Warrant and the Warrant Shares, as applicable, are “restricted securities” and as of the date hereof, have not been registered under the Securities Act or any applicable federal and state securities laws. Holder is acquiring this Warrant and, upon exercise of this Warrant, the Warrant Shares, as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Warrant or Warrant Shares, as applicable, has no present intention of distributing any of such Warrant or Warrant Shares, as applicable, and has no arrangement or understanding with any other Persons regarding the distribution of such Warrant or Warrant Shares, as applicable, in any transaction in violation of the applicable federal and state securities laws in the United States (this representation and warranty does not limit Holder’s right to sell or otherwise dispose of this Warrant or the Warrant Shares, as applicable, in compliance with applicable federal and state securities laws in the United States and in compliance with other agreed restrictions). Holder does not have any agreement or understanding, directly or indirectly, with any Person to distribute any part of this Warrant or the Warrant Shares, as applicable. Holder understands and acknowledges that this Warrant and the Warrant Shares, as applicable, may be subject to certain resale restrictions under applicable securities laws. Holder also acknowledges that it has been advised to consult its own legal

counsel with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and that, without limiting the representations and warranties made by the Company in this Warrant, the Company is not in any manner responsible for ensuring compliance by Holder with such restrictions).

8.6    Holder Status. Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

8.7    Legends. Holder understands that the Warrant Shares will bear a restrictive legend at such time as set forth in Section 3.2.

8.8    Experience of Holder. Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in this Warrant and the Warrant Shares, as applicable, and has so evaluated the merits and risks of such investment. Holder is able to bear the economic risk of an investment in this Warrant and the Warrant Shares, as applicable, and, at the present time, is able to afford a complete loss of such investment.

8.9    Access to Information. Holder acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of this Warrant and the Warrant Shares and the merits and risks of investing in this Warrant and the Warrant Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to this Warrant and the purchase of the Warrant Shares; and (iv) the opportunity to ask questions of management. Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of this Warrant and the Warrant Shares, as applicable. Notwithstanding anything contained herein to the contrary, Holder acknowledges that the Company and its representatives may possess non-public information not known to Holder that may be material to a reasonable investor, such as Holder, when making investment decisions, including the decision to enter into this Warrant or exercise this Warrant, and Holder’s decision to enter into this Warrant or exercise this Warrant, as applicable, is being made with full recognition and acknowledgment that the Company is privy to non-public information, irrespective of whether such non-public information has been provided to Holder. This Section 8.9 is not intended to, and shall not, limit the representations and warranties made by the Company in this Warrant.

8.10 Independent Investment Decision. Holder has independently evaluated the merits of its decision to enter into this Warrant and purchase the Warrant Shares, as applicable, and Holder confirms that it has not relied on the advice of any other Person’s business and/or legal counsel in making such decision. Holder

understands that nothing in this Warrant or any other materials presented by or on behalf of the Company to Holder in connection with this Warrant or the purchase of the Warrant Shares, as applicable, constitutes legal, tax or investment advice. Holder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with this Warrant and its purchase of the Warrant Shares, as applicable. This Section 8.10 is not intended to, and shall not, limit the representations and warranties made by the Company in this Warrant.

8.11    No Reliance. Holder has not relied on any representation or warranty in connection

with this Warrant or purchase of the Warrant Shares, as applicable, other than those contained in this Warrant.

8.12 Compliance with Laws.

8.12.1 Anti-Corruption. In the past five (5) years, neither the Holder (or Affiliates thereof) nor, to the knowledge of Holder, any of its Representatives or any other Person acting for or on behalf of the Holder has directly or indirectly: (a) made, offered, or promised to make or offer any payment, loan, or transfer of anything of value, including any reward, advantage, or benefit of any kind, to or for the benefit of any Government Official, candidate for public office, political party, or political campaign, for the purpose of improperly (i) influencing any act or decision of such Government Official, candidate, party or campaign, (ii) inducing such Government Official, candidate, party or campaign to do or omit to do any act in violation of a lawful duty, (iii) obtaining or retaining business for or with any Person, (iv) expediting or securing the performance of official acts of a routine nature, or (v) otherwise securing any improper advantage; (b) paid, offered, or promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (c) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment, or other expenditures, in each case to the extent unlawful under Anti-Corruption Laws; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any material false or inaccurate books and records of the Holder; or (f) otherwise violated any of the Anti-Corruption Laws or applicable provisions of any anti-money laundering Laws, including without limitation the Money Laundering Control Act, the Currency and Foreign Transactions Reporting Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and the Corporate Transparency Act. No Holder (or Affiliates thereof) has: (A) made any voluntary disclosure to any Governmental Authority relating to Anti-Corruption Laws or anti-money laundering Laws; (B) been the subject of any investigation or inquiry regarding compliance with such Laws; or (C) been assessed any fine or penalty under such Laws.

8.12.2 International Trade Laws.

8.12.2.1 The Holder (or Affiliates thereof) is, and for the past five (5) years has been, in compliance in all material respects with applicable International Trade Laws, and have not taken any action that violates, evades or avoids, or attempts to violate, evade or avoid International Trade Laws. Neither the Holder (or Affiliates thereof) nor any of its Representatives acting on its behalf, currently or during the past five (5) years: (i) is or has been a Sanctioned Person or has acted, directly or indirectly, on behalf of a Sanctioned Person; (ii) is unlawfully conducting or has unlawfully conducted any business or engaged in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person; or (iii) is unlawfully dealing in or has unlawfully dealt in, or otherwise engaged in, any transaction relating to, any property or interests in property of any Sanctioned Person, in each case of (i) through (iii) in violation of applicable International Trade Laws.

8.12.2.2 Holder (or Affiliates thereof) has not received and, after due care and inquiry, is not aware of any current or threatened investigation, inquiry, complaint, lawsuit, voluntary or involuntary disclosure, warning letter, penalty notice, or other regulatory action, whether internal, by a government regulator or agency, or a private party, alleging any violation of International Trade Laws, nor has the Holder (or Affiliates thereof) nor any of its Representatives, been convicted of violating any International Trade Laws.

8.12.2.3 The Holder (or Affiliates thereof), has adopted and implemented policies and procedures reasonably designed to prevent, detect and deter violations of applicable International Trade Laws.

8.12.3 None of the Holder or its direct or indirect owners or beneficiaries is a “specified foreign entity” (as such term is defined in Section 7701(a)(51)(B) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof). The Holder is not a “foreign influenced entity” (as such term is defined in Section 7701(a)(51)(D) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof).

9.    Representations and Warranties of the Company. The Company hereby represents and warrants, acknowledges to and agrees with Holder as follows as of the date of this Warrant:

9.1    Organization; Existence and Qualification. The Company is duly incorporated and is validly existing and in good standing under the Laws of the state of its formation,

is duly qualified to do business and is in good standing in each jurisdiction in which it is required to qualify in order to conduct its business, except where the failure to so qualify would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

9.2    Authorization and Enforceability.

9.2.1 The Company has the requisite power and authority to execute and deliver this Warrant and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company.

9.2.2 (A) This Warrant has been duly executed and delivered by the Company and (B) this Warrant constitutes the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except, in the case of clause (B) above, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

9.3    No Violation. The execution, delivery and performance by the Company of this Warrant do not, and the consummation of the transactions contemplated hereby will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of the Company; (ii) violate or breach the terms of, result in a default under, result in the creation of any lien, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under (x) any note, bond, mortgage, indenture or credit agreement to which the Company is a party and (y) any other contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (iii) violate any judgment, order, ruling, regulation or decree applicable to the Company or any of its properties or assets; or (iv) violate any Law applicable to the Company or any of its properties or assets, except for matters described in clauses (ii), (iii) or (iv) above which would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.

9.4    Consents, Approvals or Waivers. The execution, delivery and performance by the Company of this Warrant (including the authorization, issuance and delivery of the Warrant Shares) will not be subject to or require any consent, approval, authorization, or waiver from, or any registration or filing with or notification to, any Person, except for (i) filings required by federal and state securities laws, (ii) the approval for listing on the NYSE of the Warrant Shares; and (iii) such consents as have been obtained or where the failure of the Company to obtain or make any such consent, approval, authorization, order, filing or registration would not

reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

10.No Rights as Shareholder until Exercise. This Warrant does not entitle Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

11.Certain Notice Requirements; Access Rights; and Information Rights.

11.1    Holder’s Right to Receive Notice. If at any time prior to the earlier to occur of the Expiration Time or the exercise of this Warrant in full, any of the events described in Section 11.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) Business Days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Without limiting the foregoing, the Company shall deliver to Holder a copy of each notice given to any of the other shareholders of the Company at the same time and in the same manner that any such notice is given to the shareholders.

11.2 Events Requiring Notice. The Company shall be required to give the notice described in this Article 11 upon one or more of the following events: (a) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution, (b) the Company shall offer to all or substantially all of the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor (including, for the avoidance of doubt, any action by the Company for which the Holder would have rights pursuant to Section 6.2 above), or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. In addition to and not in limitation of the foregoing, the Company shall be required to give the notice described in this Article 11 prior to consummating any transaction set forth in clauses (a) through (e) of the definition of Extraordinary Transaction, irrespective of whether such transaction entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock; provided, however, that in no event shall the Company be required to give such notice prior to such transaction being publicly disclosed.

11.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring an adjustment pursuant to Article 6, send notice to Holder, which shall describe such event causing the change and the method of calculating same. If Holder shall dispute any adjustment in pursuant to Article 6, the number of Warrant Shares purchasable hereunder or the Exercise Price applicable thereto, Holder shall

provide written notice of such dispute to the Company. The Company and Holder shall negotiate in good faith to resolve such dispute. If the Company and Holder are not able to resolve such dispute within ten (10) Business Days, the Company shall engage a nationally recognized third-party accounting firm mutually acceptable to the Company and Holder, (ii) the Company and Holder shall each submit to the third-party accounting firm their respective good faith determination of the calculation of the number of Warrant Shares and/or Exercise Price in dispute and (iii) the third-party accounting firm shall be instructed to select which of the two submitted calculations is the most commercially reasonable under the circumstances and best gives effect to the intent of this Warrant. If the Company and Holder cannot agree on such third-party accounting firm, they shall each select a third-party accounting firm, which two third-party accounting firms will select a third third-party accounting firm to serve in this capacity.

11.4    Transmittal of Notices. All notices that are required or may be given pursuant to

this Warrant shall be sufficient in all respects if given in writing. Any such notice shall be deemed given (a) when made, if made by hand delivery, and upon receipt, if made by electronic mail transmission (unless the sender receives a “bounce back” notice that such electronic mail transmission was not delivered), (b) one (1) Business Day after being deposited with a next-day courier, postage prepaid or (c) three (3) Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Holder:

c/o OIC, L.P.

292 Madison Avenue

Suite 2500

New York, New York 10017

Attention:

Email:

With a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

260 North Green Street, Suite 1300

Chicago, IL 60607

Attention: Peter Lieberman; Kyle R. Junik

Email: liebermanp@gtlaw.com; junikk@gtlaw.com

If to the Company:

Energy Vault Holdings, Inc.

4165 East Thousand Oaks Blvd., Suite 100

Westlake Village, California 91362

Attention: General Counsel

Email: legal@energyvault.com

With a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

1114 6th Ave 32nd Floor,

New York, NY 10036

Attention: Michael Gibson; Benjamin N. Heriaud; Jenny Speck

Email: mgibson@velaw.com; bheriaud@velaw.com; jspeck@velaw.com

11.5 Information Rights. For so long as the Holder owns this Warrant or any Warrant Shares, upon the request of the Holder, the Company shall at reasonable times and intervals provide the Holder all information reasonably requested by the Holder concerning the general status of the Company’s financial condition and operations; provided that (i) there is valid business purpose for requesting such information, (ii) the provisioning of such information does not unreasonably disrupt the business of the Company, (iii) the provisions of such information does not violate applicable law, and (iv) the Holder agrees to keep such information confidential; provided further that access to highly confidential proprietary information and facilities or to any information subject to attorney client privilege or as to which a conflict of interest exists need not be provided.

11.6 Access Rights. For so long as the Holder owns this Warrant or any Warrant Shares, the Holder, or its duly authorized representatives, shall be permitted, during normal business hours and upon reasonable advance notice to the Company, to (1) inspect any of the properties of the Company and the Subsidiaries Controlled by the Company or examine the books and records of the Company and the Subsidiaries Controlled by the Company for any proper purpose and make copies thereof, and (2) meet or otherwise communicate with the Board of Directors or CEO of the Company (or other officers or members of key management of the Company or any of the Subsidiaries Controlled by the Company as may be mutually agreed by Holder and the Company) on significant business issues at mutually agreeable times for such meeting or communication; provided that (i) there is valid business purpose for requesting such information, (ii) such inspection or meeting, as applicable, does not unreasonably disrupt the business of the Company, (iii) such inspection does not violate applicable law, (iv) Holder provides to the Company an agenda for such meeting at least five (5) days in advance thereof and (v) the Holder agrees to keep such information confidential; provided further that access to highly confidential proprietary information and facilities or to any information subject to attorney client privilege or as to which a conflict of interest exists need not be provided. All out-of-pocket costs arising from such inspection will be borne by the Holder.

12.    Tax Matters. For so long as the Holder retains beneficial ownership over the Warrants

and underlying Warrant Shares, the Holder will promptly notify the Company upon becoming aware that the Holder or one or more of its direct or indirect owners or beneficiaries is or reasonably believes it might become (i) a “specified foreign entity” (as such term is defined in Section 7701(a)(51)(B) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof) or (ii) a “foreign influenced entity” (as such term

is defined in Section 7701(a)(51)(D) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof).

13.    Miscellaneous.

13.1 Amendments. The terms of this Warrant may be amended only with the written consent of the Company and Holder.

13.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant.

13.3 Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

13.4    Binding Effect. This Warrant shall inure solely to the benefit of, and shall be binding upon, Holder and the Company and their permitted assignees, respective successors, legal representatives and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.

13.5    Applicable Law. This Warrant and any claim, controversy or dispute arising under or related to this Warrant shall be governed by, and construed in accordance with the Laws of, the State of Delaware without regard to its principles regarding conflicts of law.

13.6    Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable Law.

13.7 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any court referred to in Section 13.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

13.8    Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to this Warrant in the manner provided for notices in Section 11.4. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

13.9 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS WARRANT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.10 Waiver, etc. The failure of the Company or Holder to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a waiver of any such provision, nor in any way affect the validity of this Warrant or any provision hereof or the right of the Company or Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

13.11 Transfers to Company Subsidiaries. In the event (i) all or any portion of this Warrant is Transferred to any subsidiary of the Company (including Asset Vault, LLC) and (ii) following such Transfer such subsidiary ceases to be Controlled by the Company, any rights represented hereby (to the extent held by such subsidiary) that have not been exercised by such time shall become and be void without further force or effect and all rights to exercise this Warrant represented hereby (to the extent held by such subsidiary) shall cease and expire at such time.

14.    Defined Terms. As used herein:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person.

“Anti-Corruption Laws” means all applicable Laws, regulations or orders of any Governmental Authority relating to anti-bribery or anti-corruption (governmental or commercial), including Laws that prohibit the corrupt payment, offer, promise,

authorization, acceptance or agreement to accept the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any government official, foreign government employee, commercial entity or anyone to obtain or retain business improperly or for other improper benefit or advantage, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq.), the UK Bribery Act of 2010, the U.S. Foreign Extortion Prevention Act, and all local, national and international Laws prohibiting such conduct or enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Asset Vault LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Asset Vault, LLC, dated as of October 9, 2025.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.0001 per share.

“Contribution Agreement” means that certain Contribution and Purchase Agreement, by and among Energy Vault, Inc., OIC Structured Equity Fund I, L.P., OIC Structured Equity Fund I AUS, L.P., OIC Structured Equity Fund I GPFA, L.P., and Asset Vault, LLC, dated as of October 9, 2025.

“Control” (including the terms “Controlled by” and “under common Control with”) with respect to any Person means the possession, directly or indirectly, of the power to exercise or determine the voting of more than fifty percent (50%) of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than fifty percent (50%) of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extraordinary Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the capital stock of the Company (other than (i) a change in par value, from par value to no par value, from no par value to par value or (ii) as a result of a stock dividend or subdivision, split up or combination of shares of Common Stock to which Section 6.1 applies), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving entity of such consolidation or merger), (d) sale or lease of all or substantially all of the Company’s assets (on a consolidated basis) or capital stock to another Person or (e) other similar transaction, in each case, that entitles the holders of Common Stock to receive (either directly or upon

subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock.

“Governmental Authority” shall mean any foreign, domestic, supranational, federal, territorial, state or local governmental entity, quasi-governmental entity, court, tribunal, judicial or arbitral body, commission, health organization, board, bureau, agency or instrumentality, or any regulatory, administrative or other department, agency or any political or other subdivision, department or branch of any of the foregoing.

“Government Official” means any officer or employee of a Governmental Authority or any Person acting in an official capacity for or on behalf of any such government or department, agency, instrumentality, public international organization, sovereign wealth fund, or any political party, party official, or candidate thereof.

“International Trade Laws” means all applicable U.S. and non-U.S. laws, statutes, rules, regulations, judgments, orders (including executive orders), decrees or restrictive measures relating to economic, financial, or trade sanctions, export control, or anti-boycott measures administered, enacted, or enforced by a relevant Sanctions Authority, as well as applicable customs laws.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“Material Adverse Effect” means any material adverse effect on (a) the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (b) the Company’s ability to consummate the transactions contemplated hereby.

“NYSE” means the New York Stock Exchange.

“Per Share Price” means, as of a given date, the average Official Closing Price (as defined in the NYSE Listed Company Manual) for the five Trading Days immediately preceding such date.

“Permitted Transfer” means a Transfer of Warrant or Warrant Shares by a Holder to (i) an Affiliate of such Holder, or (ii) pursuant to the Asset Vault LLC Agreement.

“Person” (including the term “Persons”) means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Registration” means a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such Registration Statement becoming effective.

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Representatives” of a Person shall mean such Person and its and their respective officers, directors, principals, employees, financial advisors, attorneys, accountants, consultants, agents, auditors, bankers and other advisors and representatives.

“Sanctioned Jurisdiction” means a country or territory which is, or during the past five years has been, the subject or target of comprehensive U.S. sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” means a Person (i) identified on the United States’ Specially Designated Nationals and Blocked Persons List, the United States’ Denied Persons List, Entity List or Debarred Parties List, the United Nations Security Council Sanctions List, the European Union’s List of Persons, Groups and Entities Subject to Financial Sanctions, the United Kingdom’s Consolidated List of Financial Sanctions Targets, or any other similar list maintained by any Sanctions Authority having jurisdiction over the parties to this Agreement; (ii) located, organized or resident in a Sanctioned Jurisdiction or (iii) owned, 50% or more, individually or in the aggregate by, controlled by, or acting on behalf of a Person described in clause (i) or (ii) above.

“Sanctions Authority” means the United States government, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the Bureau of Industry and Security of the U.S. Department of Commerce, the United Nations Security Council, the European Union, any Member State of the European Union and the competent national authorities thereof, the United Kingdom, the Office of Financial Sanctions Implementation of His Majesty’s Treasury, the Export Control Joint Unit of the UK Department of International Trade, and any other relevant governmental, intergovernmental or supranational body, agency or authority with jurisdiction over the parties to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Standard Settlement Period” means the standard settlement period, expressed in the number of Trading Days, on the Common Stock’s primary Trading Market with respect to the Common Stock as in effect on the date of the deliver of the Notice of Exercise.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE America, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Maker or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means Computershare Trust Company, N.A., or such other entity as the Company may designate to act as the transfer agent for its Common Stock from time to time.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

OIC STRUCTURED EQUITY FUND I, L.P.

By: OIC Structured Equity Fund I GP, L.P. Its: general partner

By: OIC Structured Equity Fund I Upper GP, LLC Its: general partner

By: _________

Name:

Title:

[Signature Page to Energy Vault – OIC Warrant Agreement]

ANNEX A

NOTICE OF EXERCISE

Date:    , 20__

The undersigned hereby elects irrevocably to exercise the Warrant to Purchase Common Stock

(the “Warrant”) attached hereto for surrender and cancellation for    shares of common stock, par value $0.0001 per share (the “Warrant Shares”), of ENERGY VAULT HOLDINGS, INC., a Delaware corporation (the “Company”), and hereby [check one]:

makes payment of $    (at the rate of $____ per Warrant Share) in payment of the

Exercise Price pursuant thereto; or

elects to exercise the Warrant on a cashless basis and to convert its right to purchase

Warrant Shares under the Warrant for    Warrant Shares, in accordance with the following formula:

X =    Y(A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (as of the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

Please issue the Warrant Shares as to which the Warrant is exercised and, if applicable, a new warrant of like tenor representing the number of Warrant Shares for which the Warrant has not been exercised. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

OIC STRUCTURED EQUITY FUND I, L.P.

By:

Name:

Title:

ANNEX B

NOTICE OF TRANSFER

FOR VALUE RECEIVED, OIC Structured Equity Fund I, L.P. does hereby sell, assign and

transfer unto    the right to purchase    shares of common stock, par value $0.0001 per share, of ENERGY VAULT HOLDINGS, INC., a Delaware corporation (the “Company”), evidenced by the Warrant to Purchase Common Stock attached hereto for surrender and cancellation and does hereby authorize the Company to transfer such right on the books of the Company.

Dated:    , 20__

OIC STRUCTURED EQUITY FUND I, L.P.

By:

Name:

Title:

Schedule 1

Adjustment to Number of Warrant Shares

In the event that the Company’s senior unsecured convertible debentures issued pursuant to that certain Securities Purchase Agreement, dated September 22, 2025, with YA II PN, Ltd. (the “Yorkville Debentures”) are ultimately satisfied with fewer than 7,063,500 shares of Company Common Stock (as adjusted as a result of a stock dividend or subdivision, split up or combination of shares of Common Stock to which Section 6.1 applies), the number of Warrant Shares issuable hereunder shall be automatically reduced by that number of shares equal the product of (1) 1,208 and (2) the sum of (A) one minus (B) (x) the number of shares of Energy Vault Parent common stock actually issued in satisfaction of the Yorkville Debentures divided by (y) 7,063,500.

Document

Exhibit 10.6

CEDAR

CEDAR ADVANCE LLC

5401 Collins Avenue CU-9A

Miami Beach, FL 33140 [*]

STANDARD MERCHANT CASH ADVANCE AGREEMENT

This is an Agreement dated 09/02/2025 by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”).

Merchant’s Legal Name: ENERGY VAULT INC / ENERGY VAULT HOLDINGS INC

D/B/A/:    ENERGY VAULT INC Fed ID #: [*]

ENERGY VAULT HOLDINGS INC Fed ID #: [*]

Type of Entity:    Corporation

Business Address: 4165 East Thousand Oaks Blvd Suite 100    City: Westlake Village     State: CA    Zip: 91362

Contact Address: 4165 East Thousand Oaks Blvd Suite 100    City: Westlake Village     State: CA    Zip: 91362

E-mail Address: [*]

Phone Number: [*]

Purchase Price<br><br>This is the amount being paid to Merchant for the Receivables Purchased Amount (defined below).
Receivables Purchased Amount<br><br>This is the amount of Receivables (defined in Section 1 below) being sold.
Receivables Purchased Amount (30 Days)<br><br>This is the amount of Receivables (defined in Section 1 below) being sold if Merchant pay CEDAR in full within 30 days.
Receivables Purchased Amount (60 Days)<br><br>This is the amount of Receivables (defined in Section 1 below) being sold if Merchant pay CEDAR in full within 60 days.
Specified Percentage<br><br>This is the percentage of Receivables (defined in Section 1 below) to be delivered until the Receivables Purchased Amount is paid in full.	27	%
Closing Fee<br><br>This is the amount being paid to CEDAR on behalf of Merchant in connection with the funding, which shall be in the form of a closing fee.
Net Amount to Be Received Directly by Merchant(s)<br><br>This is the net amount being received directly by Merchant(s) after deduction of applicable fees listed in Section 2 below and the payment of any part of the Purchase Price elsewhere pursuant to any Addendum to this Agreement.
Initial Estimated Payment<br><br>This is the initial amount of periodic payments collected from Merchant(s) as an approximation of no more than the Specified Percentage of the Receivables and, at the option of Merchant, is subject to reconciliation as set forth in Section 4 below.	175,000.00 per WEEK

All values are in US Dollars.

STANDARD MERCHANT CASH ADVANCE AGREEMENT

TERMS AND CONDITIONS

1.    Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to CEDAR (making CEDAR the absolute owner) in consideration of the funds provided (“Purchase Price”) specified above, all of each Merchant’s future accounts, contract rights, and other obligations arising from or relating to the payment of monies from each Merchant’s customers and/or other third party payors (the “Receivables”, defined as all payments made by cash, check, credit or debit card, electronic transfer, or other form of monetary payment in the ordinary course of each merchant’s business), for the payment of each Merchant’s sale of goods or services until the amount specified above (the “Receivables Purchased Amount”) has been delivered by Merchant(s) to CEDAR. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by CEDAR, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of CEDAR and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for CEDAR and that each Merchant will hold Receivables in trust for CEDAR in its capacity as a fiduciary for CEDAR. Notwithstanding anything to the contrary contained herein, the parties hereto agree that if (i) Merchant plans to pay CEDAR in full within thirty (30) days after the date hereof, then the Receivable Purchased Amount shall be deemed to be the Receivables Purchased Amount (30 Days) referenced above and (ii) Merchant plans to pay CEDAR in full within sixty (60) days after the date hereof, then the Receivable Purchased Amount shall be deemed to be the Receivables Purchased Amount (60 Days) referenced above.

The Receivables Purchased Amount shall be paid to CEDAR by each Merchant irrevocably authorizing only one depositing account acceptable to CEDAR (the “Account”) to remit the percentage specified above (the “Specified Percentage”) of each Merchant’s settlement amounts due from each transaction, until such time as CEDAR receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes CEDAR to ACH debit the specified remittances and any applicable fees listed in Section 2 from the Account on a daily s of the next business day after the date of this Agreement and will provide CEDAR with all required access codes and monthly bank statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2). CEDAR is not responsible for any overdrafts or rejected transactions that may result from CEDAR’s ACH debiting the Specified Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the amount of the Receivables collected by CEDAR exceeds the amount of the Purchase Price, CEDAR will be permitted not treat any amount collected under this Agreement as profit for taxation and accounting purposes.

2.    Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to CEDAR for the following fees, where applicable:

A.    $100,000.00, as an origination fee, and $66,666.67, to cover diligence and legal fees, underwriting, the ACH debit program, and expenses related to the procurement and initiation of the transactions encompassed by this Agreement. This will be deducted from payment of the Purchase Price.

B.    Wire Fee - Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price.

C.    NSF/Rejected ACH Fee - $50.00 for each time an ACH debit to the Account by CEDAR is returned or otherwise rejected. No Merchant will be held responsible for such a fee if any Merchant gives CEDAR notice no more than one business day in advance that the Account will have insufficient funds to be debited by CEDAR and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by CEDAR or may be collected in addition to any other payment collected by CEDAR under this Agreement.

D.    Blocked Account/Default - $2,500.00 - If an Event of Default has taken place under Section 30.

E.    UCC Fee - $195.00 – to cover CEDAR filing a UCC-1 financing statement to secure its interest in the Receivables Purchased Amount. A $195.00 UCC termination fee will be charged if a UCC filing is terminated.

F.    $0.00 - legal compliance with applicable disclosure laws and regulations. This will be deducted from payment of the Purchase Price.

G.    Court costs, arbitration fees, collection agency fees, attorney fees, expert fees, and any other reasonable and documented out-of-pocket expenses incurred in litigation, arbitration, or the enforcement of any of CEDAR’s legal or contractual rights against Merchant, if required, as explained in other Sections of this Agreement.

3.    Estimated Payments. Instead of debiting the Specified Percentage of Merchant’s Receivables, CEDAR will instead debit $175,000.00 (“Estimated Payment”) from the Account every WEEK beginning on Tuesday, September 9th and on each Friday thereafter until payment in full. The Estimated Payment is intended to be an approximation of no more than the Specified Percentage, subject to reconciliation.

4.    Reconciliations. Any Merchant may contact CEDAR’s Reconciliation Department to request that CEDAR conduct a reconciliation in order to ensure that the amount that CEDAR has collected equals the Specified Percentage of Merchant(s)’s Receivables under this Agreement. A request for a reconciliation by any Merchant must be made by giving written notice of the request to CEDAR or by sending an e-mail to [*] stating that a reconciliation is being requested. In order to effectuate the reconciliation, any Merchant must produce with its request any and all bank statements covering the period from the date of this Agreement through the date of the request for a reconciliation as well as Merchant’s account reports showing transactions in the month to date, or other documents or reports available to Merchant for verification of its revenues, or, if available, the login and password for the Account. Once, notified of a request for reconciliation, CEDAR will instruct it’s ACH processor to pause ACH debits from Merchant’s account until the reconciliation process is complete. CEDAR will complete each reconciliation requested by any Merchant within two business days after receipt of proper notice of a request

for one accompanied by the information and documents required for it. CEDAR may also conduct a reconciliation on its own at any time by reviewing Merchant(s)’s Receivables covering the period from the date of this Agreement until the date of initiation of the reconciliation, each such reconciliation will be completed within two business days after its initiation, and CEDAR will give each Merchant written notice of the determination made based on the reconciliation within one business day after its completion. If a reconciliation determines that CEDAR collected more than it was entitled to, then CEDAR will credit to the Account all amounts to which CEDAR was not entitled and, if there is an Estimated Payment, decrease the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. If a reconciliation determines that CEDAR collected less than it was entitled to, then CEDAR will debit from the Account all additional amounts to which CEDAR was entitled and, if there is an Estimated Payment, increase the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. For the avoidance of doubt, in the event Merchant desires reconciliation it shall be Merchant’s sole responsibility to initiate the reconciliation process in this Section 4. Nothing herein limits the amount of times that a reconciliation may be requested or conducted.

5.    Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to CEDAR, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide CEDAR and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize CEDAR and/or its agent(s) to deduct the amounts owed to CEDAR for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to CEDAR by permitting CEDAR to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent CEDAR’s written consent until the Receivables Purchased Amount has been paid in full or the Merchant becomes bankrupt or goes out of business without any prior default under this Agreement.

6.    Term of Agreement. The term of this Agreement is indefinite and shall continue until CEDAR receives the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections , 6, 9, 10, 12, 13, 14, 15, 16, 17, 18, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement.

7.    Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business and that the payments to be made from each Merchant to CEDAR under this Agreement are being made in the ordinary course of each Merchant’s business.

8.    Financial Condition. Each Merchant authorizes CEDAR and its agent(s) to reasonably investigate each Merchant’s financial responsibility and history, and will provide to CEDAR any bank or financial statements, tax returns, and other documents and records, as CEDAR deems reasonably necessary prior to or at any time after execution of this Agreement. A photocopy of

this authorization will be deemed as acceptable for release of financial information. CEDAR is authorized to update such information and financial profiles from time to time as it deems appropriate.

9.    Monitoring, Recording, and Electronic Communications. Each Merchant grants access for CEDAR to enter any Merchant’s premises and to observe any Merchant’s premises with reasonable prior notice to any Merchant at any time after execution of this Agreement.

CEDAR may use automated telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s), about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the telephone is answered by Merchant. These messages may also be recorded by the recipient’s answering machine or voice mail. Each Merchant gives CEDAR permission to call or send a text message to any telephone number given to CEDAR in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/or any Merchant’s account over the phone. Each Merchant also gives CEDAR permission to communicate such information to them by e-mail. Each Merchant agrees that CEDAR will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Merchant acknowledges that when they receive such calls or electronic communications, they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that CEDAR has no liability for any such charges.

10.    Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant signing this Agreement represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to its obligations under this Agreement and that the information provided herein and in all of CEDAR’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. CEDAR may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to CEDAR. An investigative report may be made in connection with the Agreement. Each Merchant signing this Agreement authorize CEDAR, its agents and representatives, and any credit-reporting agency engaged by CEDAR, to (i) investigate any references given or any other statements obtained from or about each Merchant for the purpose of this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant continue to have any obligation to CEDAR under this Agreement or for CEDAR’s ability to determine any Merchant’s eligibility to enter into any future agreement with CEDAR. Any misrepresentation made by any Merchant in connection with this Agreement may constitute a separate claim for fraud or intentional misrepresentation.

Authorization for soft pulls: Each Merchant understands that by signing this Agreement, they are providing ‘written instructions’ to CEDAR under the Fair Credit Reporting Act, authorizing CEDAR to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant authorizes CEDAR to obtain such information solely to conduct a pre-qualification for credit.

Authorization for hard pulls: Each Merchant understands that by signing this Agreement, they are providing ‘written instructions’ to CEDAR under the Fair Credit Reporting Act, authorizing CEDAR to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant authorizes CEDAR to obtain such information in accordance with a merchant cash advance application.

11.    Transactional History. Each Merchant authorizes its bank to provide CEDAR with its banking and/or credit card processing history.

12.    Indemnification. Each Merchant jointly and severally indemnify and hold harmless each Merchant’s credit card and check processors (collectively, “Processor”) and Processor’s officers, directors, and shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting from (a) claims asserted by CEDAR for monies owed to CEDAR from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by CEDAR, except for any losses, damages, claims, liability or expenses to the extent it has results from the gross negligence or willful misconduct of CEDAR, any Processor, or any of their affiliates or any of the officers, directors, employees, agents, advisors, partners or other representatives of any of the foregoing or material breach in bad faith by any such person or their affiliates.

13.    No Liability. In no event will either party be liable for any claims asserted by any other party under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which is waived by each Merchant and CEDAR.

14.    Sale of Receivables. Each Merchant and CEDAR agree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from CEDAR to any Merchant. CEDAR is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in CEDAR not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, going out of business, or experiencing a slowdown in business or a delay in collecting Receivables will not on its own without anything more be considered a breach of this Agreement. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. CEDAR has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to CEDAR in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Each Merchant acknowledges that CEDAR does not purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any security, or a solicitation of an offer to buy any security. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate.

15.    Power of Attorney. Each Merchant irrevocably appoints CEDAR as its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to CEDAR for the benefit of each Merchant, only upon the occurrence and continuance of an Event of Default (as described in Section 30). If an Event of Default occurs and is continuing under Section 30, then each Merchant irrevocably appoints CEDAR as its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to CEDAR from each Merchant, including without limitation (i) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i) above; (iii) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to CEDAR; and (iv) to file any claims or take any action or institute any proceeding which CEDAR may deem necessary for the collection of any of the unpaid Receivables Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased Amount.

16.    Protections Against Default. The following Protections 1 through 5 may be invoked by CEDAR, immediately and with notice to any Merchant if any Event of Default listed in Section 30 has occurred and is continuing.

Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately.

Protection 2. CEDAR may enforce its security interest in the Collateral identified in Section 29.

Protection 3. CEDAR may proceed to protect and enforce its rights and remedies by litigation or arbitration.

Protection 4. CEDAR may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement.

Protection 5. CEDAR will have the right, without waiving any of its rights and remedies and without notice to any Merchant, to notify each Merchant’s credit card and/or check processor and account debtor(s) of the sale of Receivables hereunder and to direct such credit card processor and account debtor(s) to make payment to CEDAR of all or any portion of the amounts received by such credit card processor and account debtor(s) on behalf of each Merchant. Each Merchant hereby grants to CEDAR an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints CEDAR and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor and account debtor(s) to make payment to CEDAR as contemplated by this Section.

17.    Protection of Information. Each Merchant authorizes CEDAR to disclose information concerning each Merchant credit standing and business conduct to agents, affiliates, subsidiaries,

and credit reporting bureaus. Each Merchant hereby waives to the maximum extent permitted by law any claim for damages against CEDAR or any of its affiliates relating to any (i) investigation undertaken by or on behalf of CEDAR as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement.

18.    Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by CEDAR, including this Agreement and any other CEDAR documents (collectively, “Confidential Information”) are proprietary and confidential information of CEDAR. Accordingly, unless disclosure is required by law (including required disclosure under securities laws) or court order, Merchant(s) shall not disclose Confidential Information of CEDAR to any person other than an attorney, accountant, financial advisor, or employee of any Merchant who needs to know such information for the purpose of advising any Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising any Merchant and first agrees in writing to be bound by the terms of this Section 18.

CEDAR understands and agrees that all information, whether provided in writing or orally regarding the Merchant, (collectively, “Merchant Confidential Information”) are proprietary and confidential information of Merchant. Accordingly, unless disclosure is required by law or court order, CEDAR shall not disclose Merchant Confidential Information of Merchant to any person other than an attorney, accountant, financial advisor, or employee of CEDAR who needs to know such information for the purpose of advising CEDAR (“CEDAR Advisor”), provided such CEDAR Advisor uses such information solely for the purpose of advising CEDAR and first agrees in writing to be bound by the terms of this Section 18.

19.    D/B/As. Each Merchant hereby acknowledges and agrees that CEDAR may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between CEDAR and each Merchant, including the filing of UCC-1 financing statements and other notices or filings.

20.    Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial statements, copies of which have been furnished to CEDAR, fairly represent the financial condition of each Merchant in all material respects at such dates, and that since those dates there have been no material adverse changes, financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to advise CEDAR of any material adverse change in its financial condition, operation, or ownership that may have an effect on any Merchant’s ability to generate Receivables or perform its obligations under this Agreement.

21.    Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which it is presently engaged.

22.    Authorization. Each Merchant and CEDAR represents, warrants, and covenants that it and each person signing this Agreement on behalf of each Merchant and CEDAR has full power

and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized.

23.    Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without CEDAR’s prior written consent, change its Processor, add terminals, change its financial institution or bank account, or take any other action that could have any adverse effect upon any Merchant’s obligations under this Agreement.

24.    Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any name other than as disclosed to CEDAR or change any place(s) of its business without giving prior written notice to CEDAR.

25.    No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it.

26.    Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable title to all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with this Agreement or adverse to the interests of CEDAR, other than any for which CEDAR has actual or constructive knowledge or inquiry notice as of the date of this Agreement, and CEDAR acknowledges and agrees that the Merchant has granted liens on the Receivables under the similar agreements with RELIANCE FINANCIAL FL LLC (“Reliance”) and UFS WEST LLC (“UFS”) entered into on the date hereof.

27.    Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than CEDAR, Reliance and UFS any arrangement, agreement, or commitment that relates to or involves the Receivables, whether in the form of a purchase of, a loan against, collateral against, or the sale or purchase of credits against Receivables without the prior written consent of CEDAR.

28.    Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family, or household purposes.

29.    Security Interest. To secure each Merchant’s performance obligations to CEDAR under this Agreement and any future agreement with CEDAR, each Merchant hereby grants to CEDAR a security interest in collateral (the “Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or

hereafter owned or acquired by any Merchant; and (b) all proceeds of the same, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interest granted to CEDAR under any other agreement between any Merchant and CEDAR (the “Cross-Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Cross-Collateral, as applicable, except for similar liens granted to Reliance and UFS.

Each Merchant agrees to execute any documents or take any action in connection with this Agreement as CEDAR deems necessary to perfect or maintain CEDAR’s security interest in the Collateral and the Cross-Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes CEDAR to file any financing statements deemed necessary by CEDAR to perfect or maintain CEDAR’s security interest, provided that such financing statement shall specifically describe the Collateral. Each Merchant shall be liable for and CEDAR may charge and collect all reasonable and documented out-of-pocket costs and expenses, including but not limited to attorney fees, which may be incurred by CEDAR in protecting, preserving, and enforcing CEDAR’s security interest and rights, except against Reliance and UFS. Each Merchant further acknowledges that CEDAR may use another legal name and/or D/B/A or an agent when designating the Secured Party when CEDAR files the above-referenced financing statement(s).

30.    Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur:

(1)    Any representation or warranty by any Merchant to CEDAR proves to have been made intentionally false or misleading in any material respect when made;

(2)    Any Merchant causes any ACH debit to the Account by CEDAR to be blocked or stopped without providing any advance written notice to CEDAR with an alternative method for CEDAR to collect the blocked or stopped payment, which notice may be given by e-mail to [*];

(3)    Any Merchant intentionally prevents CEDAR from collecting any part of the Receivables Purchased Amount; or

(4)    Any Merchant causes any ACH debit to the Account by any person or entity other than CEDAR to be stopped or otherwise returned that would result in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two business days thereafter provide CEDAR with written notice thereof explaining why that Merchant caused the ACH debit to be stopped or otherwise returned, which notice may be given by e-mail to [*]

31.    Remedies. In case any Event of Default occurs and is continuing and is not waived, CEDAR may proceed to protect and enforce its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained herein, or to enforce the discharge of each Merchant’s obligations hereunder, or any other legal or equitable right or remedy. All rights, powers, and remedies of CEDAR in connection with this Agreement, including each Protection listed in Section 16, may be exercised

at any time by CEDAR after the occurrence of an Event of Default, are cumulative and not exclusive, and will be in addition to any other rights, powers, or remedies provided by law or equity.

32.    Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, except that Merchant(s) shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of CEDAR, which consent may be withheld in CEDAR’s sole discretion. CEDAR may, with the consent of the Merchant so long as no Event of Default is continuing, assign, transfer, or sell its rights under this Agreement, including, without limitation, its rights to receive the Receivables Purchased Amount, and its rights under Section 29 of this Agreement, and any other agreement, instrument, or document executed in connection with the transactions contemplated by this Agreement (a “Related Agreement”), or delegate its duties hereunder or thereunder, either in whole or in part. From and after the effective date of any such assignment or transfer by CEDAR, this Agreement and each Related Agreement shall be deemed amended and modified (without the need for any further action on the part of any Merchant or CEDAR) such that the assignee shall be deemed a party to this Agreement and any such Related Agreement and, to the extent provided in the assignment document between CEDAR and such assignee (the “Assignment Agreement”), have the rights and obligations of CEDAR under this Agreement and such Related Agreements with respect to the portion of the Receivables Purchased Amount set forth in such Assignment Agreement, including but not limited to rights in the Receivables, Collateral and Additional Collateral, CEDAR’s rights under Section 16 of this Agreement (Protections Against Default), and to receive damages from any Merchant following a breach of this Agreement by any Merchant.

33.    Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered by certified mail, return receipt requested, or by overnight delivery with signature confirmation to the respective parties to this Agreement at their addresses set forth in this Agreement and shall become effective only upon receipt. Written notice may also be given to any Merchant by e-mail to the E-mail Address listed on the first page of this Agreement or by text message to the Phone Number listed on the first page of this Agreement if that phone number is for a mobile phone. Each Merchant must set its spam or junk mail filter to accept e-mails sent by [*] and its domain. This Section is not applicable to service of process or notices in any legal proceedings.

34.    Choice of Law. Each Merchant acknowledges and agrees that this Agreement was made in the State of Florida, that the Purchase Price is being paid by CEDAR in the State of Florida, that the Receivables Purchased Amount is being delivered to CEDAR in the State of Florida, and that the State of Florida has a reasonable relationship to the transactions encompassed by this Agreement. This Agreement, any dispute or claim relating hereto, whether sounding in contract, tort, law, equity, or otherwise, the relationship between CEDAR and each Merchant will be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable principles of conflict of laws. Each Merchant represents that it does not have a principal place of business located in the Commonwealth of Virginia and that therefore the provisions of Chapter 22.1 of Title 6.2 of the Virginia Code are not applicable to this Agreement.

35.    Venue and Forum Selection. This Agreement, and any dispute arising out of or relating to this Agreement or the parties’ relationship, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable principles of conflicts of law. Any suit, action, or proceeding arising out of or relating to this Agreement or the transaction contemplated herein or the interpretation, performance, or breach hereof, shall be instituted in any state court sitting in the State of Florida (the “Acceptable Forums”). CEDAR and Merchant agree that the Acceptable Forums are convenient to them, and submit to the personal jurisdiction of the Acceptable Forums and waive any and all objections to jurisdiction or venue in the Acceptable Forums. Should a proceeding be initiated in any other forum, Merchant and CEDAR waive any right to oppose any motion or application to dismiss such proceeding, to remove and/or transfer the proceeding to an Acceptable Forum, and for an anti-suit injunction against such proceeding (which CEDAR may make in the Acceptable Forums). ADDITIONALLY, MERCHANT and CEDAR WAIVE PERSONAL SERVICE OF ANY SUMMONS AND/OR COMPLAINT OR OTHER PROCESS TO COMMENCE ANY LITIGATION AND AGREE THAT SERVICE OF SUCH DOCUMENTS SHALL BE EFFECTIVE AND COMPLETE IF SENT BY PRIORITY MAIL OR FIRST CLASS MAIL TO THE MAILING ADDRESS(ES) SET FORTH FOR MERCHANT ABOVE, AND EMAILED TO THE EMAIL ADDRESS, LISTED ON PAGE 1 OF THIS AGREEMENT OR THE UPDATED MAILING AND EMAIL ADDRESS IN ACCORDANCE WITH PARAGRAPH 33. SERVICE SHALL BE EFFECTIVE AND COMPLETE 5 DAYS AFTER THE MAILING. MERCHANT WILL THEN HAVE 30 CALENDAR DAYS AFTER SERVICE IS COMPLETE IN WHICH TO APPEAR IN THE ACTION OR PROCEEDING.

36.    Jury Waiver. The parties agree to waive trial by jury in any dispute between them.

37.    Counterclaim Waiver. In any litigation or arbitration commenced by CEDAR and each Merchant will not be permitted to interpose any counterclaim, except to those related to indemnification under Section 12.

38.    Statutes of Limitations. Each Merchant agrees that any claim, whether sounding in contract, tort, law, equity, or otherwise, that is not asserted against CEDAR within one year after its accrual will be time barred. Notwithstanding any provision in this Agreement to the contrary, each Merchant agrees that any objection by any of them to the jurisdiction of an arbitrator or to the arbitrability of the dispute and any application made by any of them to stay an arbitration initiated against any of them by CEDAR will be time barred if made more than 20 days after receipt of the demand for arbitration.

39.    Costs and Legal Fees. If an Event of Default occurs and is continuing, then each Merchant must pay CEDAR’s reasonable and documented out-of-pocket attorney fees.

40.    Class Action Waiver. CEDAR and each Merchant agree that they may bring claims against each other relating to this Agreement only in their individual capacities, and not as a plaintiff or class action member in any purported class or representative proceedings.

41.    Arbitration. CEDAR AND EACH MERCHANT HAS THE RIGHT TO REQUEST THAT ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN CEDAR AND

MERCHANT, WHETHER ARISING OUT OF OR RELATING TO THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT OR OTHERWISE (INCLUDING WITHOUT LIMITATION CLAIMS FOR FRAUD, MISREPRESENTATION, INTENTIONAL TORT, NEGLIGENT TORT OR UNDER ANY LOCAL, STATE OR FEDERAL STATUTE OR RULE), BE SUBMITTED TO ARBITRATION BEFORE EITHER (I) THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL RULES, OR (II) MEDIATION AND CIVIL ARBITRATION INC. D/B/A RAPIDRULING (WWW.RAPIDRULING.COM) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. THE ARBITRATION SHALL BE DEEMED TO BE LOCATED IN MIAMI-DADE COUNTY, FLORIDA, REGARDLESS OF THE LOCATION OF THE PARTIES OR ARBITRATOR. TO THE EXTENT PERMITTED BY THE ARBITRATOR RULES, THE ARBITRATION PROCEEDINGS SHALL PROCEED VIRTUALLY OR REMOTELY AND SHALL NOT REQUIRE THE PARTIES TO APPEAR IN-PERSON. ALL QUESTIONS CONCERNING ARBITRATRABILITY OF ANY DISPUTE SHALL BE DECIDED BY THE ARBITRATOR. CEDAR AND EACH MERCHANT MAY DEMAND THAT SUCH DISPUTE BE SUBMITTED TO ARBITRATION EITHER BY (I) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO ALL OTHER PARTIES IN ACCORDANCE WITH THE NOTICE PROVISION IN PARAGRAPH 33 OF THIS AGREEMENT, OR (II) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO THE ATTORNEY OF RECORD FOR EITHER PARTY WHO HAS BROUGHT ANY ACTION OR PROCEEDING BEFORE ANY COURT OR TRIBUNAL AGAINST THE OTHER PARTY. INITIALLY, THE PARTIES WILL SPLIT THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. IF ANY PARTY PREVAILS IN ARBITRATION, THE ARBITRATOR MAY AWARD TO SUCH PARTY ITS ATTORNEYS’ FEES (IN ACCORDANCE WITH PARAGRAPH 39 OF THIS AGREEMENT) AND SHARE OF THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. EITHER PARTY MAY OPT OUT OF THIS ARBITRATION PROVISION BY SENDING THE OTHER PARTY A NOTICE THAT HE, SHE OR IT DOES NOT WANT THIS PROVISION TO APPLY IN ACCORDANCE WITH PARAGRAPH 33 WITHIN 14 DAYS AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.

42.    Service of Process. Each Merchant and CEDAR consent to service of process and legal notices made by First Class or Priority Mail delivered by the United States Postal Service and addressed to the Contact Address set forth on the first page of this Agreement or any other address(es) provided in writing to CEDAR or Merchant, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and CEDAR agrees that it will be precluded from asserting that it did not receive service of process or any other notice mailed to the Contact Address set forth on the first page of this Agreement if it does not furnish a certified mail return receipt signed by the other party demonstrating that such other party was provided with notice of a change in the Contact Address.

43.    Survival of Representations, etc. All representations, warranties, and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until

all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated unless specified otherwise in this Agreement.

44.    Waiver. No failure on the part of CEDAR to exercise, and no delay in exercising, any right under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.

45.    Independent Sales Organizations/Brokers. Each Merchant acknowledge that it may have been introduced to CEDAR by or received assistance in entering into this Agreement from an independent sales organization or broker (“ISO”). Each Merchant agree that any ISO is separate from and is not an agent or representative of CEDAR. Each Merchant acknowledge that CEDAR is not bound by any promises or agreements made by any ISO that are not contained within this Agreement. Each Merchant exculpate from liability and agree to hold harmless and indemnify CEDAR and its officers, directors, members, shareholders, employees, and agents from and against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by any Merchant resulting from any act or omission by any ISO. Each Merchant acknowledge that any fee that they paid to any ISO for its services is separate and apart from any payment under this Agreement. Each Merchant acknowledge that CEDAR does not in any way require the use of an ISO and that any fees charged by any ISO are not required as a condition or incident to this Agreement.

46.    Modifications; Agreements. No modification, amendment, waiver, or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all parties.

47.    Severability. If any provision of this Agreement is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision necessary to make it valid and enforceable will be deemed to be part thereof. If any provision of this Agreement is deemed void, all other provisions will remain in effect.

48.    Headings. Headings of the various articles and/or sections of this Agreement are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections.

49.    Attorney Review. Each Merchant and CEDAR acknowledges that it has had an opportunity to review this Agreement and all addenda with counsel of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so.

50.    Entire Agreement. This Agreement, inclusive of all addenda, if any, executed simultaneously herewith constitutes the full understanding of the parties to the transaction herein and may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Agreement and any other document preceding it, this Agreement will govern. This Agreement does not affect any previous agreement between the

51.    Counterparts; Fax and Electronic Signatures. This Agreement may be executed electronically and in counterparts. Facsimile and electronic copies of this Agreement will have the full force and effect of an original.

EACH UNDERSIGNED HEREBY ACCEPTS THE TERMS OF THIS AGREEMENT

FOR THE MERCHANT

By:    MICHAEL THOMAS BEER

(Print Name)    (Print Title)    (Signature)

Approved for CEDAR ADVANCE LLC by:

STANDARD MERCHANT CASH ADVANCE AGREEMENT

BANK INFORMATION

Dear Merchant,

We look forward to being your funding partner.

You authorize CEDAR ADVANCE LLC to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below.

CEDAR ADVANCE LLC will require viewing access to your bank account each business day.

CEDAR ADVANCE LLC will also require viewing access to your bank account, prior to funding, as part of our underwriting process.

Please fill out the form below with the information necessary to access your account.

* Be sure to indicate capital or lower case letters.

Name of bank:

Name of account:

Account number:    Routing number:

Bank portal website:

Username:

Password:

Security Question/Answer 1:

Security Question/Answer 2:

Security Question/Answer 3:

Any other information necessary to access your account:

If you have any questions please feel free to contact us directly at 786-605-8900.

17

exhibit107

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 22, 2025, is between ENERGY VAULT HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 4165 East Thousand Oaks Blvd., Suite 100, Westlake Village, CA, 91362 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”). WITNESSETH WHEREAS, the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures (as defined below) pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D (“Regulation D”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder; WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase convertible debentures in the form attached hereto as “Exhibit A” (the “Convertible Debentures”) in the aggregate principal amount of up to $50,000,000 (the “Subscription Amount”), which shall be convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”) (as converted, the “Conversion Shares”), of which $30,000,000 shall be purchased upon the signing this Agreement (the “First Closing”), and $20,000,000 shall be purchased on or about the date the Registration Statement has first been declared effective by the SEC (the “Second Closing”) (individually referred to as a “Closing” and collectively referred to as the “Closings”), at a purchase price equal to 97% of the Subscription Amount (the “Purchase Price”) in the respective amounts set forth opposite each Buyer(s) name on Schedule I to this Agreement; WHEREAS, on or before the First Closing Date (as defined in Section 1(c) below), the parties hereto are executing and delivering a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws; WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Company is delivering Irrevocable Transfer Agent Instructions (the “Irrevocable Transfer Agent Instructions”) to its transfer agent in the form attached hereto as “Exhibit C;” and WHEREAS, the Convertible Debentures and the Conversion Shares are collectively referred to herein as the “Securities.”

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AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows: 1. PURCHASE AND SALE OF CONVERTIBLE DEBENTURES. (a) Purchase of Convertible Debentures. Subject to the satisfaction (or waiver in accordance with the terms of Section 9(k)) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company at each Closing, Convertible Debentures with principal amounts corresponding to the Subscription Amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (b) Closing Dates. Each Closing shall occur remotely by conference call and electronic delivery of documentation. The date and time of each Closing shall be as follows: (i) the First Closing shall be 10:00 a.m., New York time, on the first Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (in accordance with the terms of Section 9(k)) (or such other date as is mutually agreed to by the Company and each Buyer) (the “First Closing Date”), and (ii) at the Company’s sole discretion, the Second Closing shall be 10:00 a.m., New York time, on the first Business Day after the Registration Statement is first declared effective by the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (in accordance with the terms of Section 9(k)) (or such other date as is mutually agreed to by the Company and each Buyer) (the “Second Closing Date” and collectively with the First Closing Date, the “Closing Dates”). As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Form of Payment; Deliveries. Subject to the satisfaction (or waiver in accordance with the terms of Section 9(k)) of the terms and conditions of this Agreement, on each Closing Date, (i) the Buyers shall deliver to the Company, in immediately available funds to a bank account designated in writing by the Company, the Purchase Price for the Convertible Debentures to be issued and sold to such Buyer at such Closing, minus any reasonable and documented fees or expenses to be paid directly from the proceeds of such Closing as set forth herein, and (ii) the Company shall deliver to each Buyer the Convertible Debenture which such Buyer is purchasing at such Closing with a principal amount corresponding with the Subscription Amount set forth opposite such Buyer’s name on Schedule I hereto, duly executed on behalf of the Company. (d) Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Common Shares pursuant to the transactions contemplated

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hereby or any other Transaction Documents (as defined below) if the issuance of Common Shares would exceed the aggregate number of Common Shares that the Company may issue in this transaction in compliance with the Company’s obligations under the rules or regulations of the New York Stock Exchange (“NYSE”) (the number of shares which may be issued without violating such rules and regulations is 33,251,333, which the Company represents to the Buyers is 19.99% of the aggregate number of Common Shares outstanding as of the date hereof, and shall be referred to as the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the NYSE for issuances of Common Shares in excess of such amount or (B) obtains advice from outside counsel to the Company that such approval is not required. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. 2. BUYER’S REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of each Closing Date: (a) Investment Purpose. Each Buyer is acquiring the Securities for its own account for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement covering such Securities or an available exemption under the Securities Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities in violation of applicable securities laws. As used herein, “Person” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency. (b) Accredited Investor Status. Each Buyer is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D. (c) Reliance on Exemptions. Each Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Securities. (d) Information. Each Buyer and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company

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and information the Buyer deemed material to making an informed investment decision regarding its purchase of the Securities, which have been requested by such Buyer. Each Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. Each Buyer understands that its investment in the Securities involves a high degree of risk. Each Buyer understands that nothing in this Agreement or any other material presented by or on behalf of the Company to any Buyer in connection with the purchase of the Securities constitutes legal, tax, or investment advice. Each Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and each Buyer has had an opportunity to seek and has sought such accounting, legal and tax advice from its own advisors as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Each Buyer acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities. Each Buyer acknowledges that it (i) is a sophisticated investor, experienced in investing in business and financial transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (ii) has exercised independent judgment in evaluating its purchase of the Securities. Alone, or together with any professional advisor(s), each Buyer represents and acknowledges that such Buyer has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for such Buyer and that such Buyer is able at this time and in the foreseeable future to bear the economic risk of a loss of the Buyer’s investment in the Company. (e) Transfer or Resale. Each Buyer understands that: (i) the Securities have not been registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to

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this Agreement or any other Transaction Document, including, without limitation, this Section 2(e). (f) Legends. Each Buyer agrees to the imprinting, so long as its required by this Section 2(f), of a restrictive legend on the Securities in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Certificates evidencing the Conversion Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares pursuant to Rule 144, (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2) Trading Days (or such earlier date as required pursuant to the Exchange Act (as defined below) or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended certificate representing such securities to the Company) following the delivery by a Buyer to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such securities (endorsed or with stock powers attached, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 2(f), as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Shares to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee. The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with

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respect to any Securities in accordance herewith. The Buyer agrees that the removal of a restrictive legend from certificates representing Securities as set forth in this Section 2(f) is predicated upon the Company’s reliance that the Buyer will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein. (g) Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. (h) Authorization, Enforcement. The Transaction Documents to which each such Buyer is a party have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (i) No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not (i) result in a material violation of the organizational documents of such Buyer, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of such Buyer to perform its obligations hereunder. (j) Certain Trading Activities. The Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Buyer, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities) during the period commencing as of the time that the Buyer first contacted the Company or the Company’s agents regarding the specific investment in the Company contemplated by this Agreement and ending immediately prior to the execution of this Agreement by such Buyer. (k) No General Solicitation. Each Buyer is not purchasing or acquiring the Securities as a result of any general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

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(l) Not an Affiliate. Each Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) a “beneficial owner” of more than 10% of the shares of Common Shares (as defined for purposes of Rule 13d­3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). (m) Not a Specified Foreign Entity or Foreign-Influenced Entity. The Buyer is neither a “specified foreign entity” nor a “foreign-influenced entity” (as such terms are defined in Section 7701(a)(51)(B) or (D), as applicable, of the Internal Revenue Code of 1986, as amended (the “Code”), or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof). 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth (i) under the corresponding section of the disclosure schedule (dated as of the date of this Agreement) delivered to the Buyer by the Company on the date of this Agreement (the “Disclosure Schedule”) which Disclosure Schedule shall be deemed a part hereof and to qualify any representation or warranty otherwise made herein to the extent of such disclosure, or (ii) in the SEC Documents (as defined below) that are available on the SEC’s website through the EDGAR system at least one (1) Business Day prior to the date of this Agreement (unless the context provides otherwise), the Company hereby makes the representations and warranties set forth below to each Buyer: (a) Organization and Qualification. Each of the Company and Energy Vault, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, are entities duly formed, validly existing and in good standing under the laws of the jurisdiction in which they are formed and have the requisite power and authority to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. The Company and Energy Vault, Inc. is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and Energy Vault, Inc., taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into by the Company in connection herewith or therewith or (iii) the authority or ability of the Company or Energy Vault, Inc., to perform any of its obligations under any of the Transaction Documents. “Subsidiaries” means any Person in which the Company, directly or indirectly, owns a majority of the outstanding capital stock having voting power or holds a majority of the equity or similar interest of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.” (b) Authorization; Enforcement; Validity. The Company has the requisite corporate

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power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Company’s board of directors. This Agreement has been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time. (c) Issuance of Securities. The issuance of the Securities has been duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non­assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, liens for taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall have reserved from its duly authorized capital stock not less than the Required Reserve Amount (as defined herein). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Shares. (d) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures, the Conversion Shares, and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Articles of Incorporation (as defined below), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state securities laws and regulations, the securities laws of the jurisdictions of the Company’s incorporation or in which it or its

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subsidiaries operate and the rules and regulations of the New York Stock Exchange (the “Principal Market,” provided however, that in the event the Company’s Common Shares is ever listed or traded on any of the Nasdaq Capital Market, the NYSE American, the Nasdaq Global Select Market or the Nasdaq Global Market, the “Principal Market” shall mean that market on which the Common Shares is then listed or traded) and including all applicable laws, rules and regulations of the jurisdiction of incorporation of the Company) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, and in the case of (ii) or (iii) which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Consents. Assuming the accuracy of each Buyer’s representations and warranties in Section 2, the Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than any filings as may be required by any federal or state securities agencies and any filings as may be required by the Principal Market), any Governmental Entity (as defined below) or any regulatory or self­regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to each Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Shares in the foreseeable future. The Company has notified the Principal Market of the issuance of all of the Securities hereunder, which the Company does not anticipate to require obtaining the approval of the shareholders of the Company or any other Person or Governmental Entity. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi­governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi­national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing, in each case with competent jurisdiction. (f) Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any

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of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the Common Shares (as defined for purposes of Rule 13d­3 of the Exchange Act). The Company further acknowledges that no Buyer (nor any affiliate of any Buyer) is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives. (g) No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to require approval of shareholders of the Company under any applicable shareholders approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would cause the offering of any of the Securities to be integrated with other offerings of securities of the Company. (h) Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances. The Company further acknowledges its obligation to issue the Conversion Shares upon conversion of the Convertible Debentures in accordance with the terms thereof is, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company. (i) Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested shareholders, business combination, poison pill (including, without limitation, any distribution under a rights agreement), shareholders rights plan or other similar anti­takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. (j) SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto

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and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”), it being understood, for the avoidance of doubt, that the timely filing of the SEC Documents includes any documents filed by any permitted filing deadline extension under Rule 12b-25 of the Exchange Act. The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete (except to the extent that the Company has redacted portions of such copies in accordance with applicable laws) copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year­end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(d) or in the Disclosure Schedule to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements. (k) Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, there has been no Material Adverse

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Effect. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(k), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below) or (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured. (l) No Undisclosed Events, Liabilities, Developments or Circumstances. Except as has been disclosed in the Company’s SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur specific to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Shares and which has not been publicly announced, (ii) would have a material adverse effect on any Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect. (m) Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. During the one year prior to the date hereof, (i) the Common Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Common Shares has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Shares from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any notice of

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proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries. (n) Foreign Corrupt Practices. None of the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee, nor any other Person acting for or on behalf of the Company or any of its Subsidiaries (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti­bribery or anti­ corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other Person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any Person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose, in violation of applicable law, of: (i) (A) influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Entity, or (ii) assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries. (o) Equity Capitalization. (i) Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 500,000,000 shares of common stock, of which, 166,339,836 are issued and outstanding and (B) 5,000,000 shares of preferred stock, none of which are issued and outstanding. As of the date hereof, the Company has reserved 44,557,101 Common Shares for issuance to parties or Persons other than the Buyers. (ii) Valid Issuance; Available Shares. All of such outstanding shares are duly authorized and have been validly issued and are fully paid and nonassessable. Set forth in a Disclosure Schedule to this Agreement is the number of Common Shares that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Convertible Debentures) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the

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Company’s issued and outstanding Common Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, other than Robert Piconi, the Company’s Chairman, Co-Founder and Chief Executive Officer, no Person owns 10% or more of the Company’s issued and outstanding Common Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities laws). “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Shares) or any of its Subsidiaries. (iii) Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti­dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has entered into any Variable Rate Transaction. (iv) Organizational Documents. The Company has furnished to the Buyers or filed on EDGAR true, correct and complete copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all convertible securities and the material rights

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of the holders thereof in respect thereto. (p) Indebtedness and Other Contracts. Other than as set forth in a Disclosure Schedule to this Agreement, neither the Company nor any of its Subsidiaries, (i) has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, other than the Existing Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries, other than the Existing Indebtedness, (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not give rise to a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication, (A) all obligations and indebtedness or liabilities for borrowed money and all obligations evidenced by notes, bonds, debentures, loan agreements or other similar instruments, including obligations so evidenced that were incurred in connection with the acquisition of property, assets or businesses, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP and “earnouts”) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all direct or contingent obligations with respect to (i) letters of credit, bankers’ acceptance, demand guarantees and similar undertakings, and (ii) surety bonds, performance bonds and other similar instruments, (D) all obligations created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired, whether or not such obligations shall have been assumed by such Person or is limited recourse, (E) net obligations under any hedging agreements or other interest rate management device, foreign currency exchange agreement, currency swap agreement or any similar agreement, (F) all Disqualified Stock of such Person, (G) all Contingent Obligations in respect of indebtedness, obligations or liabilities of others of the kinds referred to in clauses (A) through (F) herein. As used herein, “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto. “Disqualified Stock” means,

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as to any Person, any shares, units, membership interests, limited liability company interests, general or limited partnership interests, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock or other equity security (for purposes of the definition of “Disqualified Stock” herein, “Stock”), which, by its terms (or by the terms of any security or other Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely as a result of a change control or asset sale; provided that the terms of such Stock provide that such Stock shall not redeemed or repurchased prior to the earlier of (1) the date the Convertible Notes mature or (2) the date the Convertible Notes have been redeemed in full), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days following the date the Convertible Debenture matures, (b) is convertible into or exchangeable for (i) debt securities or (ii) any Stock referred to in (a) above, in each case, at any time on or prior to the date that is ninety-one (91) days following the date the Convertible Debenture matures at the time such Stock was issued, or (c) is entitled to receive scheduled dividends or distributions in cash prior to the date that is ninety-one (91) days following the date that the Convertible Debenture matures. (q) Litigation. Other than as set forth in a Disclosure Schedule to this Agreement, there is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self­regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Shares or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which would reasonably be expected to result in a Material Adverse Effect. After reasonable inquiry of its employees, the Company is not aware of any event which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is the subject of any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity that would reasonably be expected to result in a Material Adverse Effect. (r) Intellectual Property Rights. To the Company’s knowledge, the Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and presently proposed to be conducted. Each of the patents owned by the Company or any of its Subsidiaries is set forth in a Disclosure Schedule to this Agreement. Except as set forth in such Disclosure Schedule, none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are

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expected to be abandoned, within three years from the date of this Agreement; provided, however, that the Company may, in its sole discretion, choose to abandon any Intellectual Property Rights if such abandonment, taken individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights violations that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights. (s) Environmental Laws. Except, in each case, as would not be reasonably anticipated to have a Material Adverse Effect, the Company and the Subsidiaries (a) are in compliance with any and all applicable laws relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants, (b) have received and hold all material permits, licenses or other approvals required of them under all such laws to conduct their respective businesses and (c) are in compliance with all material terms and conditions of any such permit, license or approval. (t) Taxes. Except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries: (i) has filed all U.S. federal, state and local and non-U.S. tax returns required to be filed by it in any jurisdiction in which it is subject to tax, (ii) has paid all taxes and other governmental assessments and charges in the nature of a tax that are shown or determined to be due on such tax returns, except those being contested in good faith, and (iii) has not received written notice of any unpaid taxes claimed to be due by the taxing authority of any jurisdiction in which the Company currently files a tax returns or has operations. (u) Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the

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rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, as applicable, is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries. (v) Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended. (w) Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. In accordance with the previous sentence, the Company currently maintains no insurance policies. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. (x) Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries. (y) Registration Eligibility. The Company is eligible to register the resale of the Conversion Shares by the Buyers using Form S­3 promulgated under the Securities Act. (z) Shell Company Status. The Company is not, and since February 11, 2022, has not been an issuer identified in, or subject to, Rule 144(i). (aa) Sanctions Matters. None of the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer or controlled affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of

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Treasury’s Office of Foreign Asset Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions, the Donetsk People’s Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)). Neither the Company nor any of its Subsidiaries nor any director, officer or controlled affiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United States bank or financial institution, temporarily or otherwise, as a result of OFAC concerns. (bb) Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes material, non­public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. All disclosures provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries, taken as a whole, are true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available to the Buyers have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results). (cc) No General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. (dd) Private Placement. Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Market. (ee) No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,

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other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided thereunder. (ff) Other Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D Securities. (gg) No Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to believe that it will need to restate any such financial statements or any part thereof. 4. COVENANTS. (a) Form D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers. (b) Reporting Status. For the period beginning on the date hereof, and ending 6 months after the date on which all the Convertible Debentures are no longer outstanding (the “Reporting Period”), the Company shall use commercially reasonable efforts to file on a timely

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basis all reports required to be filed with the SEC pursuant to the Exchange Act (it being understood, that, for the avoidance of doubt, the timely filing of the SEC Documents includes any documents filed by permitted filing deadline extension under Rule 12b-25 under the Exchange Act), and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination. (c) Use of Proceeds. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein to repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt. Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the transactions contemplated herein, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. The Company shall not, without the prior written consent of the Buyer, loan, invest, transfer or “downstream” any cash proceeds, or assets or property acquired with cash proceeds from the issuance and sale of the Convertible Debentures to any Subsidiary other than Energy Vault, Inc., which shall enter into a guarantee in a form acceptable to the Buyer (a “Subsidiary Guaranty”), unless the Buyer and such Subsidiary enter into Subsidiary Guaranty. (d) Listing. To the extent applicable, the Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Underlying Securities (as defined below) on the Principal Market, subject to official notice of issuance, and shall use reasonable efforts to maintain such listing or designation for quotation (as the case may be) of all Underlying Securities from time to time issuable under the terms of the Transaction Documents on such Principal Market for the Reporting Period. Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension of the Common Shares on a Principal Market during the Reporting Period. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(d). “Underlying Securities” means the (i) the Conversion Shares, and (ii) any common shares of the Company issued or issuable with respect to the Conversion Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Shares are converted or exchanged without regard to any limitations on conversion of the Convertible Debentures. (e) Fees. Prior to the date hereof, Company has made to YA II PN, Ltd., as the lead Buyer (“Yorkville”), an unallocated upfront payment of $25,000. Upon the presentment of customary invoices, the Company shall reimburse Yorkville for fees actually incurred by its outside legal counsel in connection with the negotiation, execution, and delivery of the

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Transaction Documents and the transactions contemplated thereby, in an amount not to exceed $50,000. (f) Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that, subject to compliance with applicable federal and state securities laws, the Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer. (g) Disclosure of Transactions and Other Material Information. (i) Disclosure of Transactions. The Company shall, on or before the first Business Day after the date of this Agreement, file with the SEC a current report on Form 8­K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including, required exhibits, the “Current Report”). From and after the filing of the Current Report, the Company shall have publicly disclosed all material, non­public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. (ii) Limitations on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non­public information regarding the Company or any of its Subsidiaries from and after the date hereof without first obtaining the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. (h) Reservation of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall have reserved from its duly authorized capital stock, and shall have instructed its transfer agent to irrevocably reserve, the maximum number of shares of Common Shares issuable upon (i) conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Floor Price (as defined therein) as of the date of determination and (y) any such conversion shall not take into

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account any limitations on the conversion of the Convertible Debentures set forth therein) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Shares reserved pursuant to this Section be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of Common Shares authorized to be issued is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, recommending that stockholders vote in favor of an increase in such authorized number of shares sufficient to meet the Required Reserve Amount. The Company shall not seek, propose, or submit for approval by its shareholders the issuance of Common Shares or other equity securities in any transaction or series of related transactions pursuant to the rules and regulations of the Principal Market, unless the Company simultaneously seeks, proposes, or submits for approval by its shareholders the issuance of all Common Shares issuable in connection with this transaction in excess of the Exchange Cap. (i) Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. (j) (i) Except as expressly set forth below, the Buyer covenants that from and after the date hereof through and ending when no Convertible Debentures remain outstanding (the “Restricted Period”), no Buyer or any of its officers, or any entity managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares, either for its own principal account or for the principal account of any other Restricted Person, solely to the extent such “short sale” would or does establish a net short position in the Common Shares. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) Common Shares; or (2) selling a number of Common Shares equal to the number of Underlying Shares that such Restricted Person is entitled to receive, but has not yet received from the Company or the transfer agent, (A) upon the completion of a pending conversion of the Convertible Debentures for which a valid Conversion Notice (as defined in the Convertible Debentures) has been submitted to the Company pursuant to Section 4(b) of the Convertible Debentures. (k) Trading Information. Upon the Company’s request, the Buyer agrees to provide the Company with trading reports setting forth the number and average sales prices of Conversion Shares sold the Buyer during the prior trading week. (l) Prohibited Transactions. From the date hereof until all of the Convertible Debentures have been repaid or converted into Common Shares, the Company agrees to not directly or indirectly enter into any contract, agreement or other item that would restrict or

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prohibit any of the Company’s obligations to the Buyer(s) under the Transaction Documents, including, without limitation, any payments required by the Company to the Buyer(s) upon a Trigger Event (as defined in the Convertible Debentures). (m) From the date hereof until all the Convertible Debentures have been repaid, without the prior written consent of the Buyer, the Company shall not, and shall not permit any of its subsidiaries (whether or not a subsidiary on the date hereof) to, directly or indirectly (i) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness, (ii) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Lien on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom, or (iii) amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the holders of the Convertible Debentures, (iv) transfer any assets (including equity interests) into a Project Subsidiary (as defined below) that is not directly used by the Project Subsidiary in a then on-going Project, or (v) without the prior consent of the Buyer, enter into, agree to enter into, or effect any Discounted Offering or Variable Rate Transaction other than with the Buyer or an affiliate of Yorkville. “Permitted Indebtedness” shall mean: (i) indebtedness evidenced by the Convertible Debentures; (ii) Indebtedness existing as of the date of this Agreement and described on a Disclosure Schedule attached hereto (“Existing Indebtedness”) and any refinancing, renewal, or extension of such Existing Indebtedness; provided, however, that (A) the principal amount of such refinancing, renewal, or extension does not exceed the 110% of principal amount of the Existing Indebtedness outstanding as of the date of this Agreement (plus any accrued and unpaid interest and reasonable and documented fees and expenses incurred in connection therewith), (B) such refinancing, renewal, or extension does not result in an earlier maturity date or increased amortization prior to the maturity date of the Existing Indebtedness being refinanced, renewed, or extended, (C) such refinancing, renewal, or extension is not secured by any assets other than those securing the Existing Indebtedness as of the date of this Agreement, (D) the obligors in respect of such refinancing, renewal, or extension are not changed from those of the Existing Indebtedness as of the date of this Agreement and (E) the terms of such refinancing, renewal, or extension are no more restrictive, taken as a whole, than the terms of the Existing Indebtedness as in effect as of the date of this Agreement, as determined in the good faith judgment of the Company; (iii) indebtedness incurred solely for the purpose of financing the acquisition or lease of any equipment, including capital lease obligations with no recourse other than to such equipment and which shall not exceed $2,000,000 without the prior written consent of the Buyer; (iv) Indebtedness (A) the repayment of which has been subordinated to the payment of the Convertible Debentures on terms and conditions and subject to subordination agreements reasonably acceptable to the Buyers, including with regard to interest payments and repayment of principal, (B) which does not mature or otherwise require or permit redemption or repayment prior to or on the 91st day after the maturity date of any Convertible Debentures then outstanding; and (C) which is not secured by any assets of the Company or its subsidiaries; (v) Indebtedness incurred by a Project Subsidiary solely for the purpose of financing a Project, provided that (A) such Indebtedness is non-recourse to the Company and each other Subsidiary (other than with respect to a limited recourse

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pledge of the equity interests of a Project Subsidiary by the direct Subsidiary parent of the Project Subsidiary (and not, for the avoidance of doubt, by the Company at any time)) and such limited recourse pledge is non-recourse to the direct Subsidiary parent of any Project Subsidiary but for such equity interests so pledged (such limited recourse pledge arrangement herein referred to as a “Limited Recourse Pledge”), (B) such Indebtedness is secured only by the assets of the Project Subsidiary and by the pledge of the direct Subsidiary parent pursuant to the Limited Recourse Pledge and does not create a Lien on any assets of the Company or its other Subsidiaries (other than the Project Subsidiary and other than in respect of the Limited Recourse Pledge), (C) such Indebtedness does not contain any cross-default or cross-acceleration provision with respect to any Indebtedness of the Company or any of its subsidiaries (other than to other Indebtedness of the Project Subsidiary), and (D) the proceeds of such Indebtedness are used solely for the development, construction, or operation of the specific Project for which the financing is obtained; (vi) any guarantees of any Subsidiary of the Company (and not the Company) provided on terms and conditions and consistent with past practice and in connection with any transfer of federal income tax credits under Section 6418 of the Code; (vii) Indebtedness incurred pursuant to the transactions contemplated by that certain Non-Binding Term Sheet dated as of August 6, 2025, by and between the Company and OIC, L.P, provided that such Indebtedness shall not create or result in any debt obligation for borrowed money or guarantee by the Company; and (viii) any indebtedness (other than the indebtedness set out in (i) – (vii) above) incurred after the date hereof, provided that such indebtedness does not exceed $2,000,000 at any given time. As used herein, (a) “Project Subsidiary” means a special purpose subsidiary of the Company formed or designated for the sole purpose of development, construction or operation of a Project under designated Project Documents and any other Subsidiary holding equity securities in such entities; (b) “Project” means an energy storage system project and any energy project that is reasonably related, ancillary or complimentary thereto; and (c) “Project Documents” means, for any Project, all material agreements and contracts relating to the acquisition, construction, development, ownership, operation and maintenance of such Project, in each case, other than any financing agreement(s) entered into in connection with such Project. “Permitted Liens” shall mean (1) existing Liens disclosed by the Company on a Disclosure Schedule attached hereto; (2) Liens for taxes, assessments or governmental charges or levies not yet due, as to which the grace period, if any, related thereto has not yet expired, or being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (3) Liens of carriers, materialmen, warehousemen, mechanics and landlords and other similar Liens which secure amounts which are not yet overdue by more than 60 days or which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (4) licenses, sublicenses, leases or subleases granted to other persons not materially interfering with the conduct of the business of the Company; (5) Liens securing capitalized lease obligations and purchase money indebtedness permitted under sub-clause (iii) of the definition of Permitted Indebtedness incurred solely for the purpose of financing an acquisition or lease; (6) easements, rights-of-way, restrictions, encroachments, municipal zoning ordinances and other similar charges or encumbrances, and minor title deficiencies, in each case not securing debt and not

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materially interfering with the conduct of the business of the Company and not materially detracting from the value of the property subject thereto; (7) Liens arising out of the existence of judgments or awards which judgments or awards do not constitute an Event of Default; (8) Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance, pension liabilities and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature (other than appeal bonds) incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money); (9) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the right of set-off) and contractual set-off rights held by such banking institution and which are within the general parameters customary in the banking industry and only burdening deposit accounts or other funds maintained with a creditor depository institution; (10) usual and customary set-off rights in leases and other contracts; (11) escrows in connection with acquisitions and dispositions; (12) royalties and other rights to revenue derived from the sale of the Company’s products that are granted in the ordinary course of business; (13) Liens on the assets of a Project Subsidiary securing Indebtedness permitted under clause (v) of the definition of Permitted Indebtedness so long as such Liens do not attach to the assets of the Company or any other Subsidiary of the Company; (14) Liens of the applicable Subsidiary of the Company (and not the Company) arising directly as a result of the Indebtedness permitted under clause (vi) of the definition of Permitted Indebtedness so long as such Liens do not attach to the assets of the Company or any other Subsidiary of the Company; and (15) any Liens, other than the Liens set out in (1)-(14) above, incurred after the date of this Agreement, provided that such Liens do not exceed $1,000,000 at any given time. “Variable Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any equity, warrants, or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such security, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (ii) enters into any “equity line of credit,” “ATM agreement” or other continuous offering or similar offering of Common Shares (collectively, an “ATM Agreement”), or effects any offerings or sales pursuant to an existing ATM Agreement, including without limitation pursuant to the sales agreement entered into on November 12, 2024 with Jefferies LLC (the “Sales Agreement”), the equity purchase agreement, dated March 31, 2025, by and between the Company and Hudson Global Ventures, LLC (the “Hudson Global Purchase Agreement”), or the equity purchase agreement, dated August 6, 2025, by and between the Company and Helena Global Investment Opportunities I Ltd. (the “Helena Purchase Agreement”).

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“Discounted Offering” shall mean a transaction in which the Company issues or sells any equity, warrants, or debt securities at an implied discount (taking into account all the securities issuable in such offering, including the right to receive additional Common Shares) to the market price of the Common Shares at the time of the offering in excess of 25%. 5. REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND. (a) Register. The Company shall maintain at its principal executive offices or with the Transfer Agent (or at such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Convertible Debentures in which the Company shall record the name and address of the Person in whose name the Convertible Debentures have been issued (including the name and address of each transferee), the principal amount (and stated interest) of Convertible Debentures held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives. The Company shall maintain the register in a manner that complies with the “registered form” requirements in Section 5f.103-1(c) of the United States Treasury Regulations. (b) Transfer Restrictions. The Securities may only be disposed of in compliance with applicable state and federal securities laws and in compliance with any provision of any other Transaction Document. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Buyer or in connection with a pledge as contemplated herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Buyer under this Agreement. (c) Conversion and Exercise Procedures. The form of Conversion Notice included in the Convertible Debentures set forth the totality of the procedures required of the Buyers in order to convert the Convertible Debentures. Except as provided in Section 2(f) and Section 5(b), no additional legal opinion, other information or instructions shall be required of the Buyers to convert their Convertible Debentures. The Company shall honor conversions of the Convertible Debentures and shall deliver the Conversion Shares in accordance with the terms, conditions and time periods set forth in the Convertible Debentures. 6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion in accordance with the terms of Section 9(k):

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(a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d), if any) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date. 7. CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase its Convertible Debentures at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion in accordance with the terms of Section 9(k): (a) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer a Convertible Debenture with a principal amount corresponding to the Subscription Amount set forth opposite such Buyer’s name on the Schedule of Buyers attached as Schedule I for the Closing. (b) Such Buyer shall have received the opinion of counsel to the Company, dated as of the First Closing Date, in the form reasonably acceptable to such Buyer. (c) The Company shall have delivered to each Buyer copies of its and Energy Vault, Inc.’s certified copies of their charters, as well as any shareholder or operating agreements by or among the shareholders or members of the Company or Energy Vault, Inc. (d) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company as of a date within ten (10) days of the Closing Date. (e) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific

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date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions set forth in each Transaction Document required to be performed, satisfied or complied with by the Company at or prior to each Closing Date. (f) The Common Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of each Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of each Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by receiving a notification from the Principal Market of falling below the minimum maintenance requirements of the Principal Market that is not subject to a cure period. (g) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (h) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect or an Event of Default (as defined in the Convertible Debentures). (i) Such Buyer shall have received the Closing Statement. (j) (i) From the date hereof to the applicable Closing Date, trading in the Common Shares shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and (ii) at any time from the date hereof to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (k) The board of directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been amended, rescinded or materially modified and remains in full force and effect as of such Closing, and a true, correct and complete copy of such resolutions duly adopted by the board of directors of the Company shall have been provided to the Buyers. (l) The Company shall have delivered to the Buyer a compliance certificate executed by an executive officer of the Company certifying that Company has complied with all of the conditions precedent to the applicable Closing set forth herein and which may be relied upon by the Buyer as evidence of satisfaction of such conditions without any obligation to independently verify.

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(m) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (n) Solely with respect to the Second Closing, the Company shall have achieved the final closing of a $300 million preferred equity investment to fund the launch of Asset Vault, a fully consolidated subsidiary of the Company described in the Company’s Form 8-K filed on August 11, 2025. (o) Solely with respect to the Second Closing, the Company shall have filed the Registration Statement with the SEC, and the Registration Statement shall be effective in accordance with the provisions set forth in the Registration Rights Agreement, including the effectiveness deadline set forth therein. 8. TERMINATION. In the event that the First Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Convertible Debentures shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described herein. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. 9. MISCELLANEOUS. (a) Governing Law. This Agreement and the rights and obligations of the parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance. (b) Jurisdiction; Venue; Service. (i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the State of New York (the “Governing Jurisdiction”) and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction. (ii) The Company agrees that venue shall be proper in any court of the

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Governing Jurisdiction selected by the Buyer or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum. (iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Buyer arising out of or based upon this Agreement or any matter relating to this Agreement, or any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Buyer in any suit, claim, action, litigation or proceeding brought by the Buyer against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Buyer brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Buyer against the Company. The Company agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Buyer in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Buyer arising out of or based upon this Agreement or any matter relating to this Agreement, or any other Transaction Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Buyer agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (iv) The Company and the Buyer irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Agreement, such service to become effective thirty (30) days after the date of mailing. (v) Nothing herein shall affect the right of the Buyer to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise

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proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction. (c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY MATTER RELATING TO THIS AGREEMENT, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY. (d) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by an e­mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. (e) Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found. (f) Entire Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the party to be charged with enforcement. (g) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e­mail addresses for such communications shall be:

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If to the Company, to: ENERGY VAULT HOLDINGS, INC. 4165 East Thousand Oaks Blvd., Suite 100 Westlake Village, California 91362 Attention: General Counsel E-Mail: legal@energyvault.com With Copy (which shall not constitute Notice) to: Vinson & Elkins LLP 1114 6th Avenue, 32nd Floor New York, New York 10036 Attention: Benjamin N. Heriaud E-Mail: bheriaud@velaw.com If to a Buyer, to its address and e­mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers, With copy to: David Fine, Esq. c/o Yorkville Advisors Global, LP 1012 Springfield Avenue Mountainside, NJ 07092 Email: [*] or to such other address, e­mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s e- mail service provider containing the time, date, recipient e-mail address or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively. (h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of any of the Convertible Debentures (but excluding any purchasers of Underlying Securities, unless pursuant to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyers. In connection with any transfer of any or all of its Securities, a Buyer may assign all, or a portion, of its rights and obligations hereunder in connection with such Securities without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such transferred Securities. (i) Indemnification. (i) In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and

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hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors and employees (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable and documented attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (C) any disclosure properly made to such Buyer pursuant to Section 4(g), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. (ii) Promptly after receipt by the Indemnitee under this Section 9(i) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against an indemnified party under this Section 9(i), deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (A) the indemnifying party has agreed in writing to pay such fees and expenses; (B) the indemnifying party shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (C) the named parties to any such Indemnified Liability (including any impleaded parties) include both Indemnitee and the Company Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and the indemnifying party (in which case, if such Indemnitee notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party), provided further, that in the case of clause (C) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee shall reasonably cooperate with the indemnifying party in connection with any negotiation or

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defense of any such action or Indemnified Liability by the Company and shall furnish to the indemnifying party all information reasonably available to the Indemnitee which relates to such action or Indemnified Liability. The indemnifying party shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. The indemnifying party shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve the indemnifying party of any liability to the Indemnitee under this Section 9, except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action. (iii) The indemnification required by this Section 9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within ten (10) days after bills supporting the Indemnified Liabilities are received by the indemnifying party. (iv) The indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against the indemnifying party or others, and (B) any liabilities the indemnifying party may be subject to pursuant to the law. (j) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. (k) No Waiver. Any waiver by a party of any breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No provision of this Agreement may be waived or amended other than by a written agreement signed by the parties to this Agreement. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Agreement. [REMAINDER PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above. COMPANY: ENERGY VAULT HOLDINGS, INC. By: Name: Title:

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IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above. BUYER: YA II PN, LTD. By: Yorkville Advisors Global, LP Its: Investment Manager By: Yorkville Advisors Global II, LLC Its: General Partner By: __________________________ Name: Title:

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LIST OF EXHIBITS: EXHIBIT A: FORM OF CONVERTIBLE DEBENTURES EXHIBIT B: FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

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EXHIBIT A FORM OF CONVERTIBLE DEBENTURES

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EXHIBIT B FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

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SCHEDULE I SCHEDULE OF BUYERS

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Document

Exhibit 10.8

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 22, 2025, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ENERGY VAULT HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WITNESSETH

WHEREAS:

A.    In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Investor up to $50,000,000 in aggregate principal amount of convertible debentures (the “Convertible Debentures”), which shall be convertible into shares of the Company’s common stock, par value $0.0001 (the “Common Shares”) (as converted, the “Conversion Shares”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement.

B.    Pursuant to the terms of, and in consideration for the Investor entering into, and to induce the Investor to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws and other rights as provided for herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

1.DEFINITIONS.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

(a)“Effective Date” means the date that the applicable Registration Statement has been declared effective by the SEC.

(b)“Effectiveness Deadline” means, (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(b), the earlier of (A) the 60th calendar day following the date

hereof and (B) the tenth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review, provided however, this deadline may be extended by the Company for up to 10 calendar days if the Company in good faith determined that such a delay is necessary in connection with the closing of the Company’s previously announced “Asset Vault” transaction, and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 75th calendar day following the date on which the Company was required to file such additional Registration Statement and (B) no later than the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review.

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(d)“Filing Deadline” means, (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the 10th business day following the date hereof and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional Registration Statement pursuant to the terms of this Agreement.

(e)“Person” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

(f)“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

(g)“Registrable Securities” means all of (i) the Common Shares issuable upon conversion of the Convertible Debentures, and (ii) any Common Shares issued or issuable with respect to any shares described in subsections (i) above by way of any stock split, stock dividend or other distribution, recapitalization or similar event or otherwise (in each case without giving effect to any limitations on exercise set forth in the Convertible Debentures).

(h)“Registration Statement” means any registration statement of the Company filed pursuant to this Agreement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

(i)“Required Registration Amount” means (i) with respect to the initial Registration Statement at least 33,251,333 Common Shares issued or to be issued upon conversion of the Convertible Debentures, and (ii) with respect to subsequent Registration Statements such number of Common Shares as requested by the Investor not to exceed the maximum number of Common Shares issuable upon conversion of all Convertible Debentures then outstanding (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) in effect as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the

Convertible Debentures set forth therein), in each case subject to any cutback set forth in Section 2(d).

(j) “Rule 144” means Rule 144 under the Securities Act or any successor rule thereto.

(k)“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

(l)“SEC” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

(m)“Securities Act” shall have the meaning set forth in the Recitals above.

(n)“SEC Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the Securities Act.

2.REGISTRATION.

(a)Registration Period. The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness, subject to the Allowable Grace Periods (as defined in Section 2(f) below), of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or may be sold without any restrictions pursuant to Rule 144 (the “Registration Period”).

(b)Mandatory Registration. Subject to the terms and conditions of this Agreement, the Company shall (i) on or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of Registrable Securities, and (ii) on or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”) delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable Securities not covered by the initial Registration Statement. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its commercially reasonable efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, New York time on the Business Day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and reasonable comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company. For the purposes hereof, the Investor shall be entitled to deliver a Demand Notice to the Company at any time during the Registration Period if at such time (i) no Registration Statement is then in effect which the Investor may use to resell Registrable Securities, or (ii) a Registration Statement is effective, but the holder has resold substantially all of the Common Shares registered on such Registration Statement. In addition, the Investor may deliver a Demand Notice to the Company at any time during the Registration

Period during which (i) the Company does not have a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to Section 6 of the Exchange Act, or (ii) Rule 144, as amended, would not allow the “tacking” of the holding period of the Convertible Debenture onto the holding period of the Conversion Shares issuable upon conversion thereof.

(c)Amendments and Supplements. During the Registration Period, subject to Allowable Grace Periods (as defined in Section 2(f) below), the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities in accordance with the terms of this Agreement; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

(d)Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall be obligated to include in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw a Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities as the SEC shall permit. Any Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, promptly following such time as may be permitted by the SEC, the Company shall be required to file a Registration Statement covering the resale of the Cut Back Securities (subject also to the terms of this Section) and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as practicable thereafter, but in no event later than the Effectiveness Deadline. Notwithstanding the foregoing to the contrary, the Company shall be obligated to use commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced

as follows: (i) first, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) second, the Company shall reduce Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by such holders (or as otherwise expressly directed by the SEC).

(e)Piggy-Back Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities and the Company proposes to register the offer and sale of any shares of its Common Shares under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Registrable Securities, the Company shall give prompt written notice (in any event no later than three calendar days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(f) that have been sold or may be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent.

(f)Allowable Grace Period. Notwithstanding anything to the contrary contained herein, the Company may (i) suspend the Investor’s use of any prospectus that is part of a Registration Statement upon prompt written notice to each Investor whose Registrable Securities are included in such Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Investor shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities) in each case for a period of up to forty-five (45) calendar days, if the Board of Directors of the Company determines that (A) such delay or suspension is in the best interest of the Company and its shareholders generally due to a pending financing or other transaction involving the Company (including a pending securities offering by the Company), (B) such registration or use of such prospectus would render the Company unable to comply with applicable securities laws in any material respect or (C) such registration or use of such prospectus would require disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential (D) such delay or suspension is needed to amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (each, an “Allowable Grace Period”); provided, that no Allowable Grace Periods collectively shall exceed an aggregate of seventy-five (75) days during any three hundred sixty five (365) day period; provided further, that the Company shall promptly (a) notify the Investor in writing of the commencement (and the termination) of an Allowed Grace Period, but shall not (without the prior written consent of the Investor) disclose to the Investor any material nonpublic information giving rise to an Allowed Grace Period, (b) advise the Investor in writing to cease all sales under such Registration Statement until the end of the Allowed Grace Period, and (c) use its commercially reasonable efforts to terminate an Allowed Grace Period as promptly as practicable. For purposes of determining the length of an Allowable Grace Period above, the Allowable Grace Period shall begin on and include the date the Investors receive the notice referred to above and shall end on

and include the later of (x) the date the Investors receive the notice of termination of the Allowable Grace Period referred to above and (y) the date referred to in such notice.

3.RELATED OBLIGATIONS.

(a)The Company shall, not less than three Business Days prior to the filing of each Registration Statement and not less than one Business Day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 10-K, supplements and amendments to update the Registration Statement solely for information reflected in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q or current reports on Form 8-K), furnish to each Investor copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investor, which in no event shall exceed 24 hours of the receipt thereof of the Registration Statement and all related documents proposed to be filed from the Company. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Investor shall reasonably object in good faith; provided that, the Company is notified of such objection in writing no later than one (1) Trading Day after the Investors have been so furnished copies of a Registration Statement, unless the Company determines in good faith that such filing is required by applicable law.

(b)The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) an electronic copy of such Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) an electronic copy of the final prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents, which are not publicly available through EDGAR, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

(c)The Company shall use its commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its articles of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(d)At any time prior to the end of the Registration Period, as promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in writing of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or

omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to the Investor. The Company shall also promptly notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to a Registration Statement or any amendment thereto.

(e)The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(f)The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, if permitted by applicable law, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(g)The Company shall use its commercially reasonable efforts to cause all the Registrable Securities to be listed on each securities exchange on which the Common Shares are then listed. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(g).

(h)The Company shall use its commercially reasonable efforts to cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of Common Shares and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company's Direct Registration System.

(i)The Company shall use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(j)The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(k)Within one Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC.

(l)The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of Registrable Securities pursuant to a Registration Statement.

4.OBLIGATIONS OF THE INVESTOR.

(a)The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2(f) the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with the securities laws, the Company shall cause its transfer agent to deliver unlegended certificates for Common Shares to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 2(f) and for which the Investor has not yet settled.

(b)The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

5.EXPENSES OF REGISTRATION.

Each party shall bear its own fees and expenses related to the transactions contemplated by this Agreement. For the avoidance of doubt, all expenses incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers expenses, and fees and expenses of the Company’s counsel and accountants (except legal fees of Investor’s counsel associated with the review of the Registration Statement). The Investor shall pay any sales or brokerage commissions and fees and expenses of counsel for, and other expenses of, the Investor incurred in connection with registration of Registrable Securities.

6.INDEMNIFICATION.

With respect to Registrable Securities which are included in a Registration Statement under this Agreement:

(a)To the fullest extent permitted by law, the Company shall, and hereby does, indemnify, hold harmless and defend the Investor, the directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”), except in each case as arises from such Indemnified Person’s own gross negligence, willful misconduct or bad faith. The Company shall reimburse the Investor and each such controlling person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements or other reasonable and documented expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person.

(b)In connection with a Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is

based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to each Investor prior to such Investor’s use of the prospectus to which the Claim relates.

(c)Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this

Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

(d)The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(e)The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7.CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities; and (iii) no party shall be entitled to contribution in connection with claims arising from such party’s own gross negligence, willful misconduct or bad faith.

8.REPORTS UNDER THE EXCHANGE ACT.

With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:

(a)The Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.

(b)During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under Section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) (it being understood that, for the avoidance of doubt, a timely filing includes any permitted filing deadline extension under Rule 12b-25 under the Exchange Act) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.

(c)The Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company

(unless available on the SEC’s website), and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

9.AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Investor and the Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

10.MISCELLANEOUS.

(a)A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

(b)The Company shall not include any other securities on a Registration Statement filed hereunder unless otherwise agreed by the Investor.

(c)Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered pursuant to the notice provisions of the Securities Purchase Agreement or to such other address and/or electronic mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s email service provider containing the time, date, and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service in accordance with this section.

(d)Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(e)The laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investors as its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, New York and federal courts for the Southern District of New York sitting New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(f)This Agreement and the rights, duties and obligations of the Investor hereunder may only be assigned upon the transfer of a Convertible Debenture or the Conversion Shares issued pursuant to a Convertible Debenture pursuant to the terms and restrictions on transfer set forth in the Securities Purchase Agreement and the applicable Convertible Debenture. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the parties. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (A) written notice of such assignment and (B) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

(g)The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h)This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.

(i)Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j)The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

(k)This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the date first above written.

COMPANY:
ENERGY VAULT HOLDINGS, INC.
By:
Name:
Title:    r
INVESTOR:
YA II PN, Ltd.
By:    Yorkville Advisors Global, LP
Its:    Investment Manager
By:     Yorkville Advisors Global II, LLC<br><br>Its:     General Partner
By:
Name:
Title:

15

Document

Exhibit 10.9

TAX CREDIT PURCHASE AGREEMENT

This Tax Credit Purchase Agreement (this “Agreement”) is made and entered into as of July 18, 2025 (the “Execution Date”), by and between Calistoga Resiliency Center, LLC, a Delaware limited liability company (“Seller”), Calistoga Resiliency Center HoldCo, LLC, a Delaware limited liability company (“Seller HoldCo”) and Vitol Inc., a Delaware corporation (“Buyer,” and together with Seller and Seller HoldCo, collectively, the “Parties,” and each, a “Party”).

WITNESSETH:

WHEREAS, Seller Holdco is the sole owner of Seller for U.S. federal income tax purposes, and Seller HoldCo will be entitled to receive the Section 48 Tax Credits (as defined below) in connection with the Project (as defined below) placed in service for U.S. federal income tax purposes by Seller, and pursuant to Treasury Regulations Section 1.6418-2(a)(3)(iii), the Seller HoldCo will make a transfer election; and

WHEREAS, Seller HoldCo has and will have renewable energy investment tax credits under Section 48 of the Internal Revenue Code of 1986, as amended (the “Code” and such tax credits, “Section 48 Tax Credits”) generated by Seller’s hydrogen energy storage property (the “Hydrogen Storage Property”), battery energy storage system (the “BESS”), and fuel cell property (the “Fuel Cells”) located in Calistoga, California during Seller’s tax year ending December 31, 2025, as further described in Exhibit B (collectively, the “Project”); and

WHEREAS, Seller, Seller HoldCo and Buyer, by entering into this Agreement, wish to define the terms pursuant to which Seller will sell, transfer and assign to Buyer and Buyer will purchase from Seller certain Section 48 Tax Credits.

NOW, THEREFORE, in consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Seller and Seller HoldCo’s Obligation to Deliver Tax Credits to Buyer; and Buyer’s Obligation to Buy. Seller and Seller HoldCo shall make available for sale to Buyer, and Buyer shall purchase from Seller, all Section 48 Tax Credits generated by the Project during the Term (the “Tax Credits”), with the actual amount of Tax Credits to be transferred set forth in the Notice described in Section 2 of this Agreement and the Purchase Price (as such term is defined in Section 3 of this Agreement) for such Tax Credits determined as described in Section 3 (the “Closing”); provided that “Tax Credits” shall not include, and Buyer shall not be obligated to purchase and Seller shall not be obligated to sell, (a) any Tax Credits generated by the Project if they are not placed in service for U.S. federal income tax purposes (“Placed In Service”) after January 1, 2025 and before December 15, 2025 or (b) any Tax Credits generated by the Project to the extent the aggregate Purchase Price to be paid by Buyer hereunder as a result of such purchase and sale would exceed (i) $47,000,000 (the “Total Commitment”) during the Term, unless Seller and Buyer mutually agree to increase the Total Commitment.

2.Closing. The date on which the Closing actually occurs shall be referred to herein as the “Tax Credit Closing Date,” which shall occur upon the later of (i) September 2, 2025 and (ii) satisfaction of the conditions described in Section 6. Seller shall provide to Buyer written notice at least ten (10) Business Days (where “Business Day” means any day other than a Saturday, a Sunday or any other day on which banks are authorized to be closed in New York, New York) (or such other amount of time as agreed by the Parties) in advance of the Tax Credit Closing Date (the “Notice”), which Notice shall include the proposed Tax Credit Closing Date and the total amount of the Tax Credits that are

determined with respect to the Project and, if different, the total amount of the Tax Credits to be purchased on the Tax

Credit Closing Date. For the avoidance of doubt if the conditions described in Section 6 are not met on or before December 15, 2025, the Seller shall have the option, in its sole discretion, to terminate this Agreement.

3.    Buyer’s Obligation to Remit Purchase Price.

(a)Buyer agrees to pay eighty-five cents ($0.85) per each one dollar ($1.00) worth of Tax Credits (“Price Per Credit”).

(b)With respect to the Closing, the “Purchase Price” shall equal (i) the applicable Price Per Credit multiplied by (ii) the amount of Tax Credits to be purchased on the Tax Credit Closing Date. Subject to the terms and conditions set forth in this Agreement, Buyer agrees to pay the relevant Purchase Price to Seller on the Tax Credit Closing Date, such funds to be delivered by wire transfer in accordance with Exhibit B, or as otherwise instructed by Seller by providing a revised Exhibit B to Buyer at least five (5) Business Days before the Tax Credit Closing Date. Notwithstanding anything herein to the contrary, Buyer is not obligated to pay to Seller the Purchase Price unless the deliverables described in Section 5(b) have been delivered to Buyer. Notwithstanding anything herein to the contrary, Seller is not obligated to file Tax Credit Transfer Documentation reflecting the transfer of Tax Credits in excess of those for which the applicable Purchase Price has been received by Seller.

4.    Term. The initial term of this Agreement shall be from and after the Execution Date until the Tax Credit Closing Date or earlier termination pursuant to Section 2 (the “Term”). By mutual agreement, the parties may elect to extend the Term on substantially similar terms.

5.    Execution Date Deliverables and Closing Deliverables.

(a)    On or prior to the Execution Date, Seller shall deliver, or cause to be delivered, to Buyer each of the following (and by its execution of this Agreement on the Execution Date, Buyer hereby acknowledges and agrees that each of the following has been delivered in full):

(i)Evidence that Seller HoldCo is an “eligible taxpayer” within the meaning of Regulations § 1.6418-1(b), including the organizational documents of Seller and Seller HoldCo and any other financing documentation;

(ii)A guarantee by Energy Vault Holdings, Inc. (the “Seller Guarantor”) of Seller and Seller HoldCo’s indemnity obligations under this Agreement, in form and substance satisfactory to Buyer (the “Seller Guarantee”); and, within thirty (30) days after the Execution Date, evidence in the form of a certified resolution, officer’s certificate, or other evidence reasonably satisfactory to Buyer that the Board of Directors of Seller Guarantor has duly authorized and ratified the execution, delivery, and performance of the Seller Guarantee;

(iii)True and correct copies of Seller Guarantor’s most recent audited annual and quarterly unaudited financial statements;

(iv)A duly executed Form W-9 or certificate in form and substance reasonably satisfactory to Buyer, to establish that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code;

(v)Officer’s certificates from an authorized person of Seller and Seller HoldCo attaching Seller and Seller HoldCo’s organizational documents (including, for the avoidance of doubt, limited liability company agreements), evidence of incumbency and good standing, and customary resolutions authorizing or ratifying Seller and Seller HoldCo’s entry into this Agreement, as applicable, in form reasonably satisfactory to Buyer;

(vi)A form of Tax Credit Representation Certificate for the Project, duly executed by Seller in the form of Exhibit C;

(vii)A draft cost segregation report for the Project; and

(viii)A draft independent engineer report for the Project.

(b)    On or prior to the Tax Credit Closing Date, Seller shall deliver, or cause to be delivered, to Buyer or, in the case of clause (xiv), Buyer shall have received, each of the following:

(i)A draft of the forms described in Treasury Regulation § 1.6418-2(b)(3) with respect to the Project (containing, among other things, if available at such time, the registration number(s) provided by the U.S. Internal Revenue Service (the “IRS”) under Treasury Regulations § 1.6418-4(c)(1)) (the “Section 6418 Forms”) that will be filed by Seller HoldCo and its consolidated parent with their original U.S. federal income tax return in respect of the transfer by Seller HoldCo of Tax Credits, along with drafts of any supporting documents required to be filed therewith, with respect to those Tax Credits;;

(ii)A completed, but unsigned, draft Transfer Election Statement in the form of Exhibit D with respect to the Project, in form and substance satisfactory to Buyer;

(iii)A Tax Credit Representation Certificate for the Project, duly executed by Seller in form and substance satisfactory to Buyer, including attachments with all supporting documentation for the representations therein;

(iv)Any other information or documentation required to transfer the Tax Credits to Buyer as required by the IRS pursuant to Section 6418(g)(1) of the Code and applicable Treasury Regulations and guidance thereto (collectively, the deliverables identified in Sections 5(b)(i) through (iv), “Tax Credit Transfer Documentation”);

(v)If requested by Buyer or the insurer or broker with respect to the Tax Credit Insurance Policy (as defined below), a final appraisal for the Project demonstrating that the Section 48 Tax Credits for the Project are in an amount no less than the amount of the Tax Credits set forth in the Notice, in form and substance satisfactory to Buyer.

(vi)A final cost segregation report for the Project in form and substance satisfactory to Buyer;

(vii)Evidence of eligibility for the increased credit amount under Section 48(a)(9) of the Code through compliance with prevailing wage and apprenticeship requirements set forth in Sections 48(a)(10) and (11) of the Code and the regulations promulgated thereunder (the “PWA Requirements”), including a consultant report, each in form and substance satisfactory to Buyer;

(viii)Evidence of eligibility for the increased credit amount under Section 48(a)(12) of the Code through satisfaction of the domestic content requirements set forth therein, regulations promulgated thereunder, and in guidance published by the Internal Revenue Service (the “Domestic Content Requirements”), including a consultant report, each in form and substance satisfactory to Buyer;

(ix)The final independent engineer report in form and substance satisfactory to Buyer;

(x)The final insurance report by Blades, Crout & Proulx LLC with respect to the Project in form and substance satisfactory to Buyer;

(xi)The signed counterparts to the consent to collaterally assign this Agreement (the “Consent”) and an execution version of the Consent in form and substance reasonably acceptable to Buyer and the applicable Purchasers under that certain Note Purchase Agreement, dated April 4, 2025, by and between Seller and Eagle Point Enhanced Income Fund LP, Eagle Point Enhanced Income Trust, and Eagle Point Core Income Fund LP, as the Purchasers (the “NPA”) and/or their agent;

(xii)The executed forbearance agreement under the NPA in form and substance reasonably acceptable to Buyer;

(xiii)A bound tax credit insurance policy listing Buyer as the named insured with (i) coverage, terms, and pricing in form and substance satisfactory to Buyer (the “Tax Credit Insurance Policy”) and (ii) that includes a waiver of subrogation against Seller, unless Seller consents to such subrogation; provided, that if Buyer cannot procure a policy satisfactory to it with the conditions in clause (ii) and Seller does not provide consent, then Seller shall have the opportunity to procure and pays for a Tax Credit Insurance Policy satisfactory to Buyer and if Seller is not able, or chooses not, to procure such policy than this condition shall be deemed not met (subject to Buyer’s waiver in its sole and absolute discretion).

(xiv)In addition, Buyer shall have received a tax opinion from Vinson & Elkins LLP, as counsel to Buyer, which opinion shall be in form and substance satisfactory to Buyer (the “V&E Tax Opinion”);

(xv)Confirmation of the date the Project (and each separate unit of energy property comprising the Project) was Placed In Service, including an Independent Engineer’s Placed in Service Certificate prepared by E3 Consulting Services, LLC (the “Independent Engineer”) in form and substance satisfactory to Buyer; and

(xvi)Such other items as reasonably requested by Buyer or the insurer or broker with respect to the Tax Credit Insurance Policy (as defined below), as determined through due diligence or based on changes to law or fact.

(c)    On or prior to the Execution Date, Buyer shall deliver, or cause to be delivered, to Seller an officer’s certificate from an authorized person of Buyer attaching Buyer’s organizational documents, evidence of incumbency and good standing, and customary resolutions authorizing

or ratifying Buyer’s entry into this Agreement, as applicable, in form reasonably satisfactory to Seller.

(d)    On or prior to the Tax Credit Closing Date, Buyer shall deliver, or cause to be delivered, to Seller signed counterparts to the Consent.

6.    Conditions Precedent to the Tax Credit Closing Date.

(a)    The obligation of Buyer to effect the Closing is subject to the fulfillment or waiver by Buyer on or prior to the Tax Credit Closing Date of each of the following conditions:

(i)Seller shall have delivered to Buyer each of the documents or confirmations described in Section 5(b);

(ii)Seller shall have delivered to Buyer proof of completion of the registration required by Section 6418 of the Code and Treasury Regulations § 1.6418-4 and the registration number of each energy property comprising the Project;

(iii)Confirmation that all invoiced Transaction Expenses (defined below) have been paid or will be paid concurrently on the Tax Credit Closing Date;

(iv)Since the Execution Date, (A) there has been no actual or proposed change in U.S. federal income tax law which has not been reflected as an update to the value of Tax Credits to be purchased on the Tax Credit Closing Date, if possible and as necessary, to remain consistent with the intent and commercial agreement of the parties set forth in this Agreement as of the Execution Date and (B) there has been no material adverse change in law that (1) is reasonably expected to have a material adverse effect on the ability of Seller, Seller HoldCo, or Buyer to perform their obligations hereunder in respect of Buyer’s purchase of the Tax Credits or (2) would make it illegal for Buyer to purchase the Tax Credits;

(v)Lien searches establishing that none of Seller, Seller HoldCo, the Project nor any subsidiary of Seller or Seller HoldCo holding a direct or indirect interest in the Project are subject to any secured liens other than those permitted liens listed on Schedule PL (“Permitted Liens”);

(vi)Satisfactory completion of due diligence by Buyer (including diligence in respect of tax credit qualifications and the amount of available Tax Credits);

(vii)All representations and warranties made by Seller and Seller HoldCo in this Agreement and each Tax Credit Representation Certificate are true, correct and complete in all material respects as of the Tax Credit Closing Date or, if a representation or warranty relates solely to a specified earlier date, as of such earlier specified date;

(viii)The Tax Credit Closing Date is occurring on or prior to December 25, 2025.

(b)    The obligation of Seller to effect the Closing is subject to the fulfillment or waiver by Seller on or prior to the Tax Credit Closing Date of the condition that Buyer shall have delivered to Seller each of the documents described in Section 5(c) and paid the Purchase Price to Seller in accordance with Section 3.

7.Withholding. Buyer acknowledges that, provided that it has received a duly executed Form W-9 or certificate in form and substance reasonably satisfactory to Buyer, it does not believe that deduction or withholding from the Purchase Price is required pursuant to the Code or any other applicable law. If Buyer determines that a change in the Code or applicable law requires any deduction or withholding, Buyer shall inform Seller of such requirement at least ten (10) days prior to the Tax Credit Closing Date with respect to which such deduction or withholding shall apply and shall cooperate with Seller to reduce or eliminate any such deduction or withholding. If such deduction or withholding cannot be eliminated, Buyer shall be entitled to deduct and withhold from payment of the Purchase Price, or any other amounts (or any portion thereof) payable pursuant to this Agreement, such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any other applicable law. To the extent that amounts are so withheld, such withheld amounts shall be paid by such withholding party to the relevant governmental authority and shall be treated for all purposes of this Agreement as having been paid to the party to whom such amounts would otherwise have been paid and Buyer shall provide Seller with documentary evidence reflecting the submission of any such amount to the relevant governmental authority.

8.Representations, Warranties and Covenants of Seller and Seller HoldCo. Seller and Seller HoldCo represent, warrant, and covenant to Buyer as of the Execution Date and the Tax Credit Closing Date as follows, provided that the representations, warranties and covenants in this Section 8 made on a Tax Credit Closing Date shall be deemed made only with respect to the Tax Credits to be purchased on the Tax Credit Closing Date and the Project:

(a)Seller and Seller HoldCo have the authority to enter into this Agreement and all documents, agreements and certificates to be delivered pursuant to this Agreement, (collectively and together with the Tax Credit Insurance Policy, the “Transaction Documents”) and to carry out the transactions contemplated hereunder and thereunder;

(b)Seller HoldCo as the tax owner of the Project (i) is or will be eligible for the Tax Credits and (ii) would be entitled to claim the full amount of the Tax Credits on its U.S. federal income tax return for the 2025 calendar year if the transactions contemplated by this Agreement were not carried out;

(c)Seller HoldCo shall transfer the Tax Credits to Buyer free and clear of all liens, claims, and similar encumbrances;

(d)The execution, delivery and performance by Seller and Seller HoldCo of this Agreement and the other Transaction Documents to which Seller and Seller HoldCo is a party have been duly authorized by all necessary action on its part and this Agreement and the Transaction Documents are valid and binding upon, and enforceable against Seller and Seller HoldCo in accordance with the applicable terms hereof and thereof, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity;

(e)Seller and Seller HoldCo have sought their own tax advice from qualified tax and financial advisors regarding the tax implications of the transactions contemplated hereunder and are responsible for paying their own costs and expenses associated with the transfer of the Tax Credits;

(f)Seller and Seller HoldCo have not relied upon any documents, summaries, projections or other information directly or indirectly provided by Buyer regarding the tax implications of the transaction contemplated hereunder;

(g)Except as contemplated pursuant to this Agreement and the NPA under which Seller is permitted to sell the Tax Credits pursuant to the Transaction Documents, Seller and Seller HoldCo have not pledged, assigned, transferred or otherwise disposed of or encumbered the Tax Credits, or any of their rights, titles or interests in and to the Tax Credits and no third party has any right, title or interest therein. No person has claimed on any tax return any tax credits pursuant to Sections 45, 45Y, 45V or 48E of the Code, or any other tax credits that are available with respect to ownership or operation of the Project or any property that is part of the Project;

(h)Except as provided in this Agreement and the NPA under which Seller is permitted to sell the Tax Credits pursuant to the Transaction Documents, no person other than Seller and Seller HoldCo has an ownership interest, and no person has a right to acquire a direct ownership interest, in the Project or the Tax Credits and there are no liens, security interest, claims or similar encumbrances on the Tax Credits or, other than Permitted Liens, Seller, Seller HoldCo or the Project;

(i)No Tax Credits have been carried forwards or backwards pursuant to Section 39 of the Code;

(j)Seller HoldCo is a corporation for U.S. federal income tax purposes and will file its U.S. federal income tax returns consistently with the transaction described herein and shall report the transfer of the Tax Credits to Buyer in a manner consistent with this Agreement. No elective payment has been, or will be, applied for under Section 6417 of the Code with respect to the Tax Credits. Seller is an entity disregarded from Seller HoldCo for U.S. federal income tax purposes. No transfer (except as set forth in this Agreement) has been, or will be, elected under Section 6418 of the Code with respect to the Tax Credits;

(k)Seller HoldCo is an “eligible taxpayer,” as defined in Section 6418(f)(2) of the Code and as of the date the Project was Placed In Service and at all times since, Seller HoldCo was treated as owning the Project for U.S. federal income tax purposes;

(l)The at-risk rules pursuant to Section 49 of the Code will not result in any adjustment, reduction or limitation of the amount of the Tax Credits;

(m)The rules pursuant to Section 50(b) of the Code will not result in any adjustment or limitation of the amount of the Tax Credits;

(n)Seller and Seller HoldCo are not, and shall not take any action that would reasonably be expected to cause it to become, related to Buyer pursuant to Sections 267(b) and 707(b) of the Code;

(o)Seller’s and Seller Holdco’s taxable year ends on December 31st;

(p)Except in connection with the NPA for which a Consent has been executed and delivered pursuant to Section 5(b)(xi) , and except for Permitted Liens, Seller and Seller HoldCo shall not permit the assets of Seller, Seller HoldCo, the Project or the equity interests in any subsidiary of Seller or Seller HoldCo holding a direct or indirect interest in the Project to be subject to any liens;

(q)The applicable Tax Credit Representation Certificate is true, correct, and complete;

(r)Neither the Project nor any unit of energy property comprising the Project was Placed In Service prior to March 5, 2025;

(s)The Project is used entirely in the United States within the meaning of Section 50(b)(1) of the Code;

(t)The Project (and each unit of energy property comprising the Project) was or will be Placed in Service in calendar year 2025;

(u)Each Fuel Cell is eligible energy property pursuant to Section 48(a)(3)(A)(iv) of the Code and Treasury Regulation Section 1.48-9(e)(4) which consists of a fuel cell power plant that has a nameplate capacity of at least 0.5 kW of electricity using an electrochemical or electromechanical process, and an electricity-only generation efficiency greater than 30 percent. In calculating the Section 48 Tax Credits available in respect of each Fuel Cell, the limitation set forth in Section 48(c)(1)(B) was taken into account;

(v)The Hydrogen Energy Storage Property is eligible energy property pursuant to Section 48(a)(3)(A)(ix) of the Code and Treasury Regulation Section 1.48-9(e)(10)(iv) which stores hydrogen and has a nameplate capacity of not less than 5 kWH;

(w)The BESS is eligible energy property pursuant to Section 48(a)(3)(A)(ix) of the Code and Treasury Regulation Section 1.48-9(e)(10)(ii) which receives, stores, and delivers energy for conversion to electricity, and has a nameplate capacity of not less than 5 kWh;

(x)The Project (and each unit of energy property comprising the Project) has been, or will be, timely registered in the manner required by Section 6418 of the Code and Treasury Regulations § 1.6418-4;

(y)The Tax Credit eligible basis of the Project is no less than the amount set forth in the final cost segregation study delivered to Buyer;

(z)Seller and Seller HoldCo have been and are in compliance with all applicable laws the breach of which would be expected to cause a Recapture Event (defined below) with respect to Buyer;

(aa)    Construction of the Project began prior to December 31, 2024 within the meaning of, and for the purposes or, Section 48 of the Code, IRS Notices 2018-59 as modified by any subsequent IRS guidance regarding the Section 48 Tax Credits “Beginning of Construction” requirements, including IRS Notice 2022-61 and any other guidance (including frequently asked questions and answers), instructions or terms and conditions published or issued by the Treasury or the IRS in respect of or under Code Sections 45 or 48 as it relates to the “begin construction” requirement therein (“Beginning of Construction Guidance”). The property comprising the Fuel Cells, Hydrogen Energy Storage Property and BESS is treated as a single project within the meaning of the Beginning of Construction Guidance and an “energy project” as defined in Section 48(a)(9)(A)(ii);

(bb)    The PWA Requirements have been satisfied with respect to the Project and all PWA Requirements will continue to be satisfied, such that the Project is eligible for (and will not be subject to any reduction, loss, or recapture of) the increased credit amount under Section 48(a)(9) of the Code;

(cc)    The Project satisfies the Domestic Content Requirements, such that the Project is eligible for the increased credit amount under Section 48(a)(12) of the Code (i.e., a Section 48 Tax Credit of 40%);

(dd)    None of the property in the Project is owned by or leased to a “tax-exempt entity” within the meaning of Section 168(h)(2)(A) and Section 168(h)(6)(F)(iii) of the Code, is “tax-exempt bond financed property” within the meaning of Section 168 of the Code, imported property of the kind described in Section 168(g)(6) of the Code or “public utility property” within the meaning of Section 168(f)(2) of the Code;

(ee)    None of the property in the Project is property financed by tax-exempt bonds within the meaning of Section 48(a)(4) of the Code;

(ff)    No event within the meaning of Section 50 of the Code or the Treasury Regulations thereunder (including Treasury Regulations promulgated under Sections 47 or 6418 of the Code) has occurred, and Seller and Seller HoldCo have no knowledge of any event or transaction that is reasonably likely to occur that could result in such an event;

(gg)    No portion of the assets of the Project has benefited from the proceeds of any grant or rebate program that could cause a reduction in the amount of the Tax Credits, and no application with respect to any such grant or rebate has been filed or submitted;

(hh)    No portion of the basis of any property included in the Project is or will be attributable to “qualified rehabilitation expenditures” within the meaning of Section 47(c)(2)(A) of the Code;

(ii)    Not more than five percent (5%) of the equipment, parts and materials included in the Project consists of property previously used, except in the development, construction, start-up, commissioning and operation of the Project;

(jj)    None of the Tax Credits with respect to the Project relate (i) to “bonus” credits available under Section 48(a)(14) and Section 48(e) of the Code or (ii) to interconnection property under Section 48(a)(8);

(kk)    None of the following have occurred:

i.any reduction, diminishment, loss, disqualification, recapture, disallowance or lack of the right to claim all or any portion of the Tax Credits, or a determination of an Excessive Credit Transfer (defined below);

ii.a U.S. federal income tax return for calendar year 2025 is filed by Seller HoldCo’s consolidated group that reflects an amount of Tax Credits that is less than the amount of Tax Credits sold pursuant to this Agreement;

iii.Seller Holdco’s consolidated U.S. federal income tax return for calendar year 2025, including the Transfer Election Statement, is not timely and duly filed (each of i-iii, a “Loss Event”); and

(ll)    Neither Seller nor Seller HoldCo has knowledge of any event or transaction that would reasonably be expected to result in the occurrence of a Loss Event.

9.    Representations and Warranties of Buyer. Buyer represents, warrants and covenants to Seller and Seller HoldCo as of the Execution Date and the Tax Credit Closing Date as follows:

(a)Buyer has the authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party and to carry out the transactions contemplated hereunder and thereunder;

(b)The execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which it is or will be a party have been duly authorized by all necessary action on its part and this Agreement and the Transaction Documents to which it is a party are valid and binding upon, and enforceable against Buyer in accordance with the applicable terms hereof and thereof, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity;

(c)Buyer has sought its own tax advice from qualified tax and financial advisors regarding the tax implications of the transactions contemplated hereunder and is responsible for paying its own costs and expenses associated with the transfer of the Tax Credits;

(d)Buyer has not relied upon any documents, summaries, projections or other information directly or indirectly provided by Seller regarding the tax implications of the transaction contemplated hereunder;

(e)Buyer is acting for its own account, has made its own independent investigation and decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, and has not relied and is not relying upon the advice or recommendations of Seller, or any representations, warranties or statements of, or information made available by, Seller or any of its affiliates or representatives, other than those representations and warranties set out in Section 8 and in each Tax Credit Representation Certificate delivered hereunder (which are Seller’s sole and exclusive representations and warranties in respect of the transactions contemplated by this Agreement), and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and

(f)Buyer is not an entity described in Section 6417(d)(1)(A) of the Code.

10.    Tax Covenants.

(a)    Seller HoldCo shall complete the pre-filing registration process with respect to the Tax Credits and cause each energy property comprising the Project to be registered at the time and in the manner required by Section 6418 of the Internal Revenue Code and Treasury Regulations § 1.6418-4, and shall promptly provide proof of completion of registration and the registration number of each energy property comprising the Project to Buyer; provided, Seller HoldCo shall deliver a fully executed Transfer Election Statement no later than sixty (60) days prior to September 15 of the year following the year in which the Project was Placed In Service. Seller HoldCo shall amend such registration if required by Treasury Regulations § 1.6418-4. With respect to any taxable year in which the Tax Credits are generated, Seller HoldCo shall (or shall cause its consolidated parent to) make a valid transfer election with respect to the Tax Credits at the time and in the manner required by Section 6418 of the Internal Revenue Code and Treasury Regulations § 1.6418-2 (including by filing IRS Forms 3468 and 3800 (with relevant

schedule), reporting the registration number with respect to such property, and attaching the final applicable executed Transfer Election Statement).

(b)Seller and Seller HoldCo shall provide Buyer any other information or documentation as and when required by the IRS pursuant to Section 6418(g)(1) of the Code and applicable regulations and guidance issued thereunder, including the final applicable Transfer Election Statement executed by Seller HoldCo for execution by Buyer and prompt return to Seller HoldCo. Within ten (10) Business Days after filing its federal income tax return for the applicable tax year, but no later than October 1st of such applicable year, Seller HoldCo shall deliver to Buyer a copy of the Section 6418 Forms as filed, with any additional tax-related information in the possession of Seller and Seller HoldCo that Buyer may reasonably request in order to prepare its own income tax returns (with redactions of information that is not relevant to the transfer of the applicable Tax Credits pursuant to this Agreement); provided, however, with respect to any Tax Credit for which Buyer has made payment prior to the receipt of draft Section 6418 Forms, Seller HoldCo shall deliver to Buyer fully completed Section 6418 Forms that will be filed by Seller HoldCo (or its consolidated parent) with its original U.S. federal income tax return with respect to all such Tax Credits (along with drafts of any supporting documents required to be filed therewith) within five (5) Business Days of the date such Section 6418 Forms are available and in no event later than August 1. If the Section 6418 Forms filed in connection with Seller HoldCo’s U.S. federal income tax return and delivered to Buyer, as such return might be amended, modified and re-filed, reflect an amount of Tax Credits transferred to Buyer pursuant to Section 6418 of the Code in an amount less than or greater than such amount stated on the draft Section 6418 Forms delivered to Buyer pursuant to Section 5, the Purchase Price shall be reduced or increased (subject to the Total Commitment) by an amount equal to the product of such difference in the amount of Tax Credits and the applicable Price Per Credit. In the event that the Purchase Price is adjusted pursuant to this Section 10(b), (i) Seller shall refund any overpayment to Buyer, and (ii) Buyer shall pay to Seller the amount of any underpayment no later than ten (10) Business Days after delivery to Buyer of the applicable Section 6418 Forms pursuant to this Section 10(b) demonstrating such adjustment; provided, however, that the adjusted Purchase Price shall not exceed the Total Commitment.

(c)Seller and Seller HoldCo agree to furnish or cause to be furnished to Buyer, all material information and reasonable assistance (including access to books, accounts and records (including project, financial and accounting records) and any additional documents) relating to the Project, the Tax Credits, Seller or Seller HoldCo as is necessary for: (i) the preparation of any tax return, (ii) the response to any audit, investigation, information request or inquiry of any governmental authority with respect to the Tax Credits or (iii) the prosecution or defense against any claim with respect to taxes or the Tax Credits (with reasonable redactions of confidential information that is not relevant to the Tax Credits). Buyer agrees to furnish or cause to be furnished to Seller and Seller HoldCo, upon request, within a reasonable response time, all material information in the possession of Buyer and reasonable assistance (including by timely executing an acknowledgement to each Transfer Election Statement) that is necessary for Seller and Seller HoldCo to: (x) complete any required Tax Credit Transfer Documentation, (y) respond to any audit, investigation, information request or inquiry of any governmental authority with respect to the Tax Credits, or (z) the prosecution or defense against any claim with respect to taxes or the Tax Credits; provided, however, that Buyer shall not be required to furnish to Seller and Seller HoldCo the V&E Tax Opinion or any other privileged information.

(d)Seller and Seller HoldCo covenant that, from and after a Tax Credit Closing Date, Seller and Seller HoldCo will promptly inform Buyer of any Loss Event and Seller, Seller HoldCo, nor any of their subsidiaries or affiliates will not take any action that (or fail to take any action the

failure of which) causes or could be reasonably expected to cause (i) a recapture, reduction, disallowance, loss or deferral of the applicable Tax Credits for which Buyer has paid the Purchase Price (including a recapture of all or any portion of the Tax Credits pursuant to Section 50(a) of the Code or attributable to the qualification of the Tax Credits, eligibility of the Tax Credits to be transferred under Section 6418 of the Code, or failure to transfer the Tax Credits in accordance with Section 6418 of the Code and the Treasury Regulations thereunder), but excluding, for the avoidance of doubt, any recapture of Tax Credits applicable to a member of Seller and Seller HoldCo and not to Buyer (any such recapture, reduction, disallowance, loss or deferral described in this clause (i), a “Recapture Event”) or (ii) any excessive credit transfer under Section 6418(g)(2) of the Code with respect to such Tax Credits (an “Excessive Credit Transfer”). On each of the first five anniversaries of the Tax Credit Closing Date, Seller shall deliver to Buyer an annual certification in the form attached as Exhibit E (a “Continuous Operation Certificate”), certifying that the Project remains in continued operation (except for scheduled maintenance downtime), no Recapture Event has occurred, and the Project’s general insurance coverage and Tax Credit Insurance Policy remains in place. If change in U.S. federal income tax law occurs that is reasonably expected to result in a Recapture Event, Seller, Seller HoldCo, and their affiliates shall take any actions and refrain from taking any actions that would reasonably be expected to prevent such change in U.S. federal income tax law from resulting in a Recapture Event. If a Recapture Event has occurred or is expected to occur, Seller and Seller HoldCo shall notify Buyer within five (5) Business Days of any such event or obtaining knowledge thereof. Such notice shall contain factual information describing the issue or Recapture Event in reasonable detail and shall include copies of any notice or other document received from any governmental authority and other pertinent information.

(e)Seller and Seller HoldCo shall be solely responsible for all sales, use, documentary stamp, real property transfer, real estate transfer, recordation, controlling interest, transfer, registration and other taxes (including any state or local income taxes), together with all recording expenses and notarial fees, attributable to, imposed upon or arising from the transactions contemplated by this Agreement (the “Transfer Taxes”). Seller HoldCo shall file when due all tax returns with respect to any such Transfer Taxes and remit such Transfer Taxes to the appropriate governmental authority; provided, however, that to the extent required by applicable law, Buyer will join in the execution of any such tax returns or other documents relating to such Transfer Taxes. Buyer, Seller, and Seller HoldCo shall use commercially reasonable efforts to mitigate, reduce or eliminate any such Transfer Tax that could be imposed.

(f)PWA Requirements.

i.With respect to the Project, Seller shall cause such Project to comply with the PWA Requirements during the construction of such Project and throughout the five-year period following the date such Project was Placed In Service.

ii.Seller shall obtain documentation evidencing that it has complied with the PWA Requirements with respect to the Project.

iii.Seller shall ensure that any contractor and its subcontractors is paid not less than the prevailing wages for construction, alteration, and repair as determined by the U.S. Department of Labor in the locality in which the Project is located and shall use qualified apprentice hours during the construction of the Project in an amount equal to at least 15% of total labor hours, shall satisfy the daily ratio requirement, and shall

comply with all requirements of the relevant apprenticeship program, in each case in order to satisfy the PWA Requirements.

iv.    As provided in the Engineering, Procurement, and Construction Agreement, dated as

of November 18, 2024, by and between the Seller and Energy Vault, Inc. (the “EPC Agreement”), the Covered Work (as defined in the EPC Agreement) for the Project is subject to:

1.prevailing wage requirements as described under Section 48(a)(10) of the Code which shall be based on (i) wage determinations from the Department of Labor, and (ii) adequate record-keeping requirements to prove the Seller (and Seller’s contractors and subcontractors) have paid wages at or above those levels; and

2.apprenticeship requirements as described under Section 48(a)(11) of the Code which are based on meeting (i) labor hour requirements, subject to any federal or state apprentice ratios required; (ii) apprentice participation requirements; and (iii) adequate record-keeping requirements, such as accounting for contractors and subcontractors, to prove hiring of qualified apprentices.

Seller is not aware of any breach of these requirements by Energy Vault, Inc. or otherwise and shall ensure ongoing compliance with these requirements.

(g)Except for the transactions contemplated by this Agreement, Seller and Seller HoldCo shall not permit or cause any direct or indirect transfer, sale or disposition of all, or any portion of, the Tax Credits to occur. Buyer shall not permit or cause any direct or indirect transfer, sale or disposition of all, or any portion of, the Tax Credits transferred hereunder; provided that, for the avoidance of doubt, Buyer may allocate the Tax Credits to its partners or members.

(h)Seller shall cause the Project to be Placed In Service in the calendar year 2025.

11.    Indemnity.

(a)    Subject to the terms and conditions of this Section 11, Seller and Seller HoldCo hereby

indemnify, defend, reimburse and hold harmless Buyer or any of its affiliates on an after-tax basis, from and against any and all means all claims, actions, causes of action, demands, assessments, losses, damages, liabilities, judgments, settlements, taxes, penalties, interest, fines, costs and expenses, of any nature whatsoever and including, for the avoidance of doubt, any Excessive Credit Transfer amount under Section 6418(g)(2)(A) of the Code (“Damages”) asserted against, resulting to, imposed upon or incurred by Buyer, directly or indirectly, that arise by reason of, or in connection with, any of the following (“Buyer Claims”):

i.any breach by Seller or Seller HoldCo of its representations and warranties or covenants contained in this Agreement or any other Transaction Document to which Seller or Seller HoldCo is a party (which, for the avoidance of doubt, includes any exhibits, certificates or other instruments attached hereto or thereto or delivered hereunder or thereunder);

ii.any Loss Event;

iii.any additions to tax, penalties or interest imposed by any governmental department, commission, board, bureau, agency, court or other instrumentality of any country, state, county or municipality or other political subdivision thereof, or any regulatory, administrative or other department, agency (including the IRS), or any political or other subdivision, department or branch of any of the foregoing (“Governmental Authority”) in connection with any loss or breach (including, for the avoidance of doubt, any amount determined under Section 6418(g)(2)(A)(ii) of the Code) described in Section 11(a)(i) or (iv); and

iv.any fraud, gross negligence or willful misconduct of Seller or Seller HoldCo in connection with any Transaction Document to which Seller or Seller HoldCo is a party or the transactions contemplated thereby.

(b)    In addition to other terms and conditions contemplated by this Section 11, Seller and Seller HoldCo’s indemnification obligations pursuant to this Section 11 shall be subject to the following:

i.Buyer shall not receive compensation for Damages suffered by it to the extent that such Damages are caused by (A) Buyer’s inability to use the Tax Credits for lack of tax capacity, (B) Buyer’s breach of any of its representations, warranties, or covenants contained in this Agreement or any other Transaction Document to which Seller is a party or (C) any fraud, gross negligence or willful misconduct of Buyer in connection with any Transaction Document to which Buyer is a party of the transactions contemplated thereby; and

ii.Seller and Seller HoldCo’s (or any of their affiliates’) indemnity obligations pursuant to this Section 11 shall not exceed the lesser of (x) 150% of the Tax Credits and (y) an amount equal to the “Cap”, calculated as: (1) the amount of Tax Credits; plus (2) any additional tax, interest or penalties imposed on Buyer (for the avoidance of doubt, including any amount imposed under Section 6418(g)(2)(A)(ii) of the Code) in connection with the resulting underpayment, the Excessive Credit Transfer or the payments made under this Section 11; plus (3) Buyer’s attorneys’ fees and other costs incurred to enforce its rights under this Agreement or any other Transaction Document; provided, that such Cap shall not apply to third-party claims (excluding claims from the Internal Revenue Service resulting in the loss, disallowance, or reduction of the Tax Credits)] or Damages for any fraud, gross negligence or willful misconduct of Seller or Seller HoldCo.

(c)    Any amount payable by Seller, Seller HoldCo or Buyer pursuant to this Section 11 shall be treated as nontaxable reimbursement or purchase price adjustment, as the case may be; provided, however, (i) if Vinson & Elkins LLP (as counsel to Buyer) delivers a legal opinion that any such amount “more likely than not” be treated as a taxable payment or (ii) if the IRS subsequently determines that any such indemnity payment is reportable as income, then such amount shall be increased by the amount of any U.S. federal income tax (including any penalties, interest and additions to tax (and other related costs)) required to be paid by Buyer, Seller, or Seller HoldCo as applicable, on the receipt or accrual of the indemnification payment, including, for this purpose, the amount of any such tax required to be paid by Buyer on the receipt or accrual of the additional amount required to be added to such payment pursuant to this Section 11, using the highest marginal U.S. federal income tax rate then applicable to corporations. Each Party shall report such amounts paid under this Section 11 consistent with the foregoing unless otherwise required by applicable law.

12.    Indemnification Procedures.

(a)Buyer may seek indemnification from Seller or Seller HoldCo under Section 11 for any Buyer Claim at any time following the occurrence thereof by providing written notice to Seller or Seller HoldCo of such Buyer Claim.

(b)Buyer shall, in good faith, first seek recovery under the Tax Credit Insurance Policy for any Buyer Claims subject to coverage thereunder. Seller and Seller HoldCo shall reasonably cooperate in the efforts of Buyer to submit and prosecute claims under the Tax Credit Insurance Policy, including by timely responding to informational requests and disclosing or submitting such documentation as the insured parties may reasonably require in connection with such claim procedure. For the avoidance of doubt, if the proceeds under any Tax Credit Insurance Policy are less than the total Buyer Claim for which Seller or Seller HoldCo is obligated to indemnify Buyer under this Section 11 for any reason (other than the explicit limitations on the amount of Buyer’s recovery set forth in this Agreement), including the existence of a Retention (as defined under the Tax Credit Insurance Policy) under the Tax Credit Insurance Policy, Seller and Seller HoldCo will remain liable for the remaining unpaid amount of the Buyer Claim in accordance with Section 11.

(c)If a Buyer Claim is submitted to the insurance provider or correspondent pursuant to the Tax Credit Insurance Policy, then the period of time before Buyer can claim indemnification from Seller or Seller HoldCo hereunder shall be extended for a reasonable period of time not to exceed 30 days (or such other amount of time as agreed by the Parties) after notice of a claim (with respect to such Buyer Claim) is provided to the insurance provider (the “Insurance Claim Period”); provided that, the Insurance Claim Period shall not be extended, and Buyer shall be permitted to claim indemnification from Seller hereunder not later than 30 days prior to the date on which Buyer is required to make any payment to any relevant Governmental Authority with respect to such Buyer Claim.

(d)If such Buyer Claim is covered and paid in full under the Tax Credit Insurance Policy during the Insurance Claim Period, then Seller shall not have any indemnification obligations hereunder in connection with such Buyer Claim, but solely to the extent of such coverage and payment received by Buyer.

(e)If all or portion of a Buyer Claim is (1) not paid to Buyer under the Tax Credit Insurance Policy within the Insurance Claim Period pursuant to clause (c) above, and (2) undisputed by Seller, then payment of any such Buyer Claim shall be made by Seller within ten (10) Business Days (or such other amount of time as agreed by the Parties) thereafter. If all or a portion of a Buyer Claim for which Seller or Seller HoldCo is obligated to indemnify Buyer under this Section 11 is (x) not subject to coverage under the Tax Credit Insurance Policy or is rejected for payment thereunder by the applicable insurance provider or correspondent pursuant to the Tax Credit Insurance Policy and (y) undisputed by Seller, then payment of any such Buyer Claim (subject to the explicit limitations on the amount of Buyer’s recovery set forth in this Agreement) shall be made by Seller within ten (10) Business Days (or such other amount of time as agreed by the Parties) after such Buyer Claim is made or rejected, as applicable.

(f)In the event that Buyer receives an indemnification payment for a Buyer Claim and subsequently recovers any amounts for the same Damages for which Buyer was indemnified by Seller, Buyer shall repay such amounts to Seller, as applicable, to the extent necessary to

prevent a double recovery, promptly but in no event later than ten (10) Business Days after such duplicate recovery is received and Seller shall be exculpated from any such Buyer Claim.

13.    Tax Proceedings.

(a)In the event of any pending, or threatened in writing, any tax audit, examination, investigation, trial, defense, adjustment, deficiency, assessment or other similar proceeding by the IRS, in each case relating to the transfer or claim of the Tax Credits, the election to transfer or claim the Tax Credits, or the amount of the Tax Credits (each a “Tax Proceeding”), the Party first receiving notice of such Tax Proceeding shall promptly (but no later than five (5) Business Days thereafter) provide written notice thereof to the other Party; provided that, any failure of a Party to provide timely notice to the other Party under this Section 13 shall not affect Buyer’s right to indemnification under Section 11 except to the extent that Seller or Seller HoldCo has been actually prejudiced by such failure and then only to such extent. Such notice shall specify in reasonable detail the basis for such Tax Proceeding and shall include a copy of the relevant portion of any related correspondence received from the Governmental Authority.

(b)Subject to the terms hereof and any relevant provisions in the Tax Credit Insurance Policy, Buyer shall have the exclusive right to control, manage, defend against, negotiate, and settle any Tax Proceeding against Buyer or its affiliates. Buyer shall keep Seller and Seller HoldCo reasonably informed of the progress of such Tax Proceeding and any developments relevant to the Tax Credits, including promptly providing to Seller or Seller HoldCo a summary of any substantive communication with the IRS or any other taxing authority (including, reasonably in advance of sending to the IRS or any other taxing authority, a copy of any draft written communication to be sent to the IRS or such other taxing authority), and shall consider in good faith any reasonable comments provided by Seller or Seller HoldCo to Buyer in respect of such Tax Proceeding. To the extent permitted by the relevant taxing authority and any relevant provisions in the Tax Credit Insurance Policy, Seller and Seller HoldCo shall be entitled to participate in conferences or meetings (or applicable portions thereof) with the relevant taxing authority with respect to such Tax Proceeding (at Seller and Seller HoldCo’s own expense and with counsel of their own choosing, reasonably acceptable to Buyer). Unless required or permitted by Tax Credit Insurance Policy, Buyer shall not, nor shall it permit any affiliate to, without Seller or Seller HoldCo’s prior written consent (with such consent not to be unreasonably withheld, conditioned or delayed) (i) enter into any closing agreement under Code Section 7121 (or any other binding settlement agreement with respect to any applicable income tax return), (ii) file a petition for judicial review, (iii) file a request for an administrative adjustment, (iv) make any waiver in respect of adjustments for math or clerical errors, (v) enter into an agreement extending the period of limitations as contemplated, or (vi) settle, compromise, or resolve any such Tax Proceedings.

(c)Subject to the terms hereof and any relevant provisions in the Tax Credit Insurance Policy, Seller and Seller HoldCo shall have the exclusive right to control, manage, defend against, negotiate, and subject to the other terms hereof, settle any Tax Proceeding against Seller HoldCo or its affiliates. Seller and Seller HoldCo shall keep Buyer reasonably informed of the progress of such Tax Proceeding and any developments relevant to the Tax Credits, including promptly providing to Buyer a summary of any substantive communication with the IRS or any other taxing authority (including, reasonably in advance of sending to the IRS or any other taxing authority, a copy of any draft written communication to be sent to the IRS or such other taxing authority), and shall consider in good faith any reasonable comments provided by Buyer to Seller and Seller HoldCo in respect of such Tax Proceeding. To the extent permitted by the relevant taxing authority, Buyer shall be entitled to participate in conferences or meetings (or

applicable portions thereof) with the relevant taxing authority with respect to such Tax Proceeding (at Buyer’s own expense and with counsel of its own choosing, reasonably acceptable to Seller). Seller and Seller HoldCo shall not, nor shall they permit any affiliate to, without Buyer’s prior written consent (with such consent not to be unreasonably withheld, conditioned or delayed) (i) enter into any closing agreement under Code Section 7121 (or any other binding settlement agreement with respect to any applicable income tax return), (ii) file a petition for judicial review, (iii) file a request for an administrative adjustment, (iv) make any waiver in respect of adjustments for math or clerical errors, (v) enter into an agreement extending the period of limitations as contemplated, or (vi) settle, compromise, or resolve any such Tax Proceedings. Seller and Seller HoldCo acknowledge and agree that Buyer may provide any documentation or other correspondence received by it to the insurance provider or consultant pursuant to Tax Credit Insurance Policy.

(d)Without limiting the other terms of this Section 13, Buyer, on one hand, and Seller and Seller HoldCo, on the other, shall, to the extent reasonably requested by the other Party, reasonably cooperate with the other Party and any other insurance provider or consultant pursuant to the Tax Credit Insurance Policy in connection with any Tax Proceeding. Such cooperation shall include providing any information reasonably requested and the retention and the provision of records and information that are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. No Party shall take any acts or omissions that could reasonably be expected to trigger an exclusion from coverage pursuant to, or void, the Tax Credit Insurance Policy; provided, that, the foregoing shall not prevent Buyer from extending or tolling the statute of limitations applicable to its federal income tax return for the 2025 taxable year beyond the expiry of the term of the Tax Credit Insurance Policy.

(e)The parties agree to comply with the terms of the Tax Credit Insurance Policy and shall amend this Agreement, as needed, to reflect the final terms of the Tax Credit Insurance Policy.

14.    Notice. All notices, requests, claims, demands, and other communications provided for or permitted hereunder shall be in writing and shall be delivered (a) by hand delivery, (b) through the United States mail, postage prepaid, certified, return receipt requested, (c) through or by nationally recognized overnight delivery service, or (d) by electronic mail, in each case addressed to the parties as follows: All such notices and communications shall be effective when received at the relevant address.

If to Seller:    Calistoga Resiliency Center, LLC

4165 East Thousand Oaks Blvd Suite 100

Westlake Village, CA 91362 Attention: Chief Legal Officer Email: legal@energyvault.com

If to Seller HoldCo:    Calistoga Resiliency Center HoldCo, LLC

4165 East Thousand Oaks Blvd

Suite 100

Westlake Village, CA 91362

Attention: Chief Legal Officer

Email: legal@energyvault.com

If to Buyer:    Vitol Inc.

2925 Richmond Avenue, Suite 1100

Houston, TX 77098 Attention: Tax Manager Email: [*]

With a copy to:

2925 Richmond Avenue, Suite 1100

Houston, TX 77098

Attention: General Counsel

Email: [*]

15.Governing Law; Venue; Waiver of Jury Trial. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed, interpreted and enforced in all respects in accordance with the laws of the State of New York. Any action or proceeding (whether based on contract, tort or otherwise) between the parties seeking to enforce any provision of, or arising out of, relating to or in connection with, this Agreement or the transactions contemplated hereunder shall be brought and determined exclusively in any federal or state court in the Borough of Manhattan, City of New York, State of New York, to whose jurisdiction the parties hereby submit. In any such proceeding the parties waive any objection to forum including, without limitation, any objection based on lack of personal jurisdiction, improper venue, inconvenient forum, or any right to jurisdiction on account of the place of residence or domicile of either party. EACH PARTY KNOWINGLY, INTENTIONALLY, IRREVOCABLE AND UNCONDITIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDINGS RELATING TO, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT.

16.Entire Agreement. This Agreement and the other Transaction Documents contain the entire agreement of the parties with respect to the subject matter hereof, and any representation, inducement, promise or agreement between the parties with respect to the subject matter of this Agreement that is not embodied herein shall be null and void and of no further force or effect.

17.Assignment. No party may assign this Agreement, except as provided in the Consent, in whole or in part, without the written consent of the other party.

18.Amendment. This Agreement may not be modified, amended or otherwise altered except by written agreement executed by Buyer, Seller and Seller HoldCo.

19.Counterparts and Electronic Signatures. This Agreement and any amendments hereof may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one instrument. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. This Agreement and any amendments may be signed by facsimile transmission, PDF or other electronic signature and any such signature shall be deemed an original.

20.Time is of the Essence. Time is of the essence with respect to all of the terms of this Agreement.

21.Expenses. Seller shall reimburse Buyer for its reasonable and documented out-of-pocket expenses (including reasonable legal fees and expenses) incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated herein, subject to an aggregate cap of $500,000 (“Transaction Expenses”) due upon Closing and shall be paid no later than December 31, 2025, for the avoidance of doubt, this Section 21 shall be operative regardless of whether Tax Credit Closing Date is achieved and shall survive any termination of this Agreement.

Upon termination of this Agreement, all outstanding Transaction Expenses shall be paid to or on behalf of Buyer within five (5) business days.

22.Expiration. This Agreement, including the indemnity obligations provided hereunder, shall expire on the date that is one hundred eighty (180) days following the expiration of the statute of limitations on assessment of federal income tax liability for Seller, Seller HoldCo’s, or Buyer’s 2025 taxable year, as such statute of limitations shall be tolled or extended, provided any indemnity obligations shall not expire with respect to such Tax Credit Loss unless the indemnifying party has satisfied its obligations under Section 6418(g)(3) of the Code; provided further Seller and Buyer agree to toll the period within which Buyer may assert a claim against Seller or Seller HoldCo to account for the period of time during which Buyer’s claim under the Tax Credit Insurance Policy is pending. Notwithstanding the foregoing, any claim for Damages asserted prior to the expiration of this Agreement shall survive such expiration until such claim is finally resolved.

23.Confidentiality. Each party hereto shall treat confidentially this Agreement (including its existence and all terms hereof) and all information received from the other party or its representatives in connection with this Agreement and the transactions contemplated hereby and only use such information for the purposes of the transactions set forth herein; provided that no party shall be prevented from disclosing this Agreement or any such information (i) with the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned, or delayed), (ii) to such party’s counsel, auditors, accountants, directors, officers, actual or prospective lenders or financing parties, and employees and directors, officers and employees of affiliated companies and representatives thereof or its financial or legal advisors who need to know such information and agree to treat such information confidentially; or (iii) to the extent required or requested to be disclosed by applicable law or legal process, including, but not limited to, the IRS and other governmental authorities, including such party’s obligations under U.S. securities laws; provided that neither party shall issue or cause the publication of any press release or other public announcement or disclosure with respect to this Agreement, the Tax Credits or the transactions contemplated hereby or thereby, without the prior written consent of the other Party, unless such disclosure is required by applicable law or by any listing agreement with, or the listing rules of, a national securities exchange or trading market, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide the other party with a reasonable opportunity to review and comment upon such press release or other announcement or disclosure in advance and shall give due consideration to all reasonable comments suggested thereto.

[COUNTERPART SIGNATURE PAGES TO FOLLOW.]

COUNTERPART SIGNATURE PAGE

TAX CREDIT PURCHASE AGREEMENT

IN WITNESS WHEREOF, the undersigned has executed this counterpart signature page to this Agreement as of the day and year first above written. The undersigned by its signature hereby agrees to be bound by the terms and conditions of this Agreement and this counterpart signature page.

BUYER:

VITOL INC.

By:

Name:

Title:

Signature Page to

Tax Credit Purchase Agreement

Schedule PL

EXHIBIT A

Payment Instructions

EXHIBIT B

Project Description

EXHIBIT C

Tax Credit Representation Certificate

EXHIBIT D

Transfer Election Statement

EXHIBIT E

Form of Continuous Operation Certificate

Document

Exhibit 10.10

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ASSET VAULT, LLC

A DELAWARE LIMITED LIABILITY COMPANY

OCTOBER 9, 2025

THE MEMBERSHIP INTERESTS (AS DEFINED HEREIN) GOVERNED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH MEMBERSHIP INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN AND IN THE RELATED AGREEMENTS (AS DEFINED HEREIN).

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].

TABLE OF CONTENTS

Page

Section 1.1    Definitions    4

Section 1.2    Construction    15

ARTICLE 2 ORGANIZATION    15

Section 2.1    Continuation    15

Section 2.2    Name    16

Section 2.3    Registered Office; Registered Agent; Principal Office; Other Offices    16

Section 2.4    Purposes    16

Section 2.5    Foreign Qualification    16

Section 2.6    Term    16

Section 2.7    No State Law Partnership    16

Section 2.8    Title to Company Assets    16

Section 2.9    Subsidiaries    17

Section 2.10    Separateness    17

ARTICLE 3 MEMBERS; UNITS    18

Section 3.1    Members    18

Section 3.2    Units    19

Section 3.3    Warrant Exchange    20

Section 3.4    Voting Rights    21

Section 3.5    No Other Persons Deemed Members    22

Section 3.6    No Liability of Members    22

Section 3.7    Calculation, Valuation or Effect Dispute Resolution    23

Section 3.8    Series A Preferred Unit Remedies.    23

ARTICLE 4 CAPITAL CONTRIBUTIONS    25

Section 4.1    Capital Contributions    25

Section 4.2    Preferred Members Capital Commitment    25

Section 4.3    Use of Proceeds    28

Section 4.4    Return of Capital Contributions    29

Section 4.5    Advances by Members    29

ARTICLE 5 DISTRIBUTIONS; ALLOCATIONS    29

Section 5.1    Preferred Distributions    29

Section 5.2    Common Distributions    30

Section 5.3    Limitation Upon Distributions    30

Section 5.4    Withholding and Other Tax Payments by the Company    30

Section 5.5    Closing Member Indebtedness    31

ARTICLE 6 TRANSFERS    31

Section 6.1    General Rules    31

Section 6.2    Conditions to Transfers; Continued Applicability of Agreement    32

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Page

ARTICLE 7 MANAGEMENT; OFFICERS    32

Section 7.1    Management by Directors    32

Section 7.2    Board of Directors    33

Section 7.3    Board Observer    36

Section 7.4    Meetings of the Members    37

Section 7.5    Provisions Applicable to All Meetings    38

Section 7.6    Officers    39

ARTICLE 8 REDEMPTION    40

Section 8.1    Selection of Preferred Units to be Redeemed    40

Section 8.2    Notice of Redemption    40

Section 8.3    Conditions Precedent    41

Section 8.4    Effect of Redemption Notice    41

Section 8.5    Deposit of Redemption Price    41

Section 8.6    Optional Redemption    42

Section 8.7    Mandatory Redemption    42

Section 8.8    Forced Sale    42

Section 8.9    No Conversion; Effect of Redemption    44

ARTICLE 9 ADDITIONAL COVENANTS    44

Section 9.1    Reports    44

Section 9.2    Inspection Rights; Visitation Rights    45

Section 9.3    Project Meetings    46

Section 9.4    Company Budgets    46

Section 9.5    Confidentiality    47

Section 9.6    Fiduciary Duties; Business Opportunities    48

ARTICLE 10 EXCULPATION AND INDEMNIFICATION    50

Section 10.1    Exculpation    50

Section 10.2    Indemnification    50

Section 10.3    Advance Payment    51

Section 10.4    Indemnification of Employees and Agents    51

Section 10.5    Appearance as a Witness    51

Section 10.6    Nonexclusivity of Rights    52

ARTICLE 11 TAX MATTERS    52

Section 11.1    Tax Status    52

ARTICLE 12 DISSOLUTION, WINDING-UP AND TERMINATION    52

Section 12.1    Dissolution    52

Section 12.2    Winding-Up and Termination    52

Section 12.3    Certificate of Cancellation    53

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(Cont’d)

Page

ARTICLE 13 GENERAL PROVISIONS    54

Section 13.1    Attorneys’ Fees and Expenses    54

Section 13.2    Books    54

Section 13.3    Bank Accounts    54

Section 13.4    Notices    54

Section 13.5    Entire Agreement; Supersedure    54

Section 13.6    Effect of Waiver or Consent    54

Section 13.7    Amendment or Restatement    55

Section 13.8    Binding Effect    55

Section 13.9    Governing Law; Submission to Jurisdiction    55

Section 13.10    Severability    56

Section 13.11    Further Assurances    56

Section 13.12    Waiver of Certain Rights    56

Section 13.13    Counterparts    56

Section 13.14    Non-Recourse    56

Section 13.15    Use of OIC Member Name and Information    56

Schedules:

Schedule 1    Members Holding Preferred Units and Information Related Thereto Schedule 2    Members Holding Common Units and Information Related Thereto

Annexes:

Annex A    Capital Call Conditions

Annex B    Debt Covenants

Exhibits:

Exhibit A    Form of Adoption Agreement Exhibit B    Form of Capital Call Exhibit C    Milestone Achievements

Exhibit D    Investment Criteria

Exhibit E    Project Scoring Methodology Exhibit F    Development Expenditure Budget

Exhibit G    Initial Budget

Exhibit H    Form of EPC Contract

Exhibit I    Illustrative Example of MOIC and Redemption Price Calculations

Exhibit J    Form of Energy Vault Parent Warrant

Exhibit K    Warrant Calculations

Exhibit L    Form of O&M Agreement

Exhibit M    Form of LTSA

Exhibit N    Form of Software Contract

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Page

iv

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ASSET VAULT, LLC

A Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ASSET VAULT, LLC, a Delaware limited liability company (the “Company”), dated as of October 9, 2025 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Company and the Members (as defined below).

RECITALS

WHEREAS, immediately prior to the adoption of this Agreement, the Company was governed by that certain Limited Liability Company Agreement, dated as of October 3, 2025 (the “Original Agreement”);

WHEREAS, contemporaneously with the execution of this Agreement, the Company will issue (a) Series A Preferred Units to the Preferred Members and (b) Common Units to Energy Vault Member, in each case, pursuant to the terms and conditions of the Contribution Agreement; and

WHEREAS, in connection with the transactions contemplated by the Contribution Agreement, the Members desire to enter into this Agreement to amend and restate the Original Agreement to, among other things, set forth the terms and rights of the Series A Preferred Units and the Common Units.

NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the parties hereto agree to amend and restate the Original Agreement in its entirety to read as follows:

AGREEMENT

Article 1 DEFINITIONS AND CONSTRUCTION

Section 1.1Definitions.

(a)In addition to terms defined in the body of this Agreement, capitalized terms used herein shall have the following meanings:

“Accounting Firm” means such national or regional accounting firm as approved by the Board.

“Accrued Preference Amount” means, with respect to a Series A Preferred Unit, as of a given time, the Par Amount of such Series A Preferred Unit plus the amount of Preferred PIK

v

Amounts accrued thereon, as of such time plus the amount of accrued Preferred Distributions for such Series A Preferred Unit during the Preferred Distribution Period in which such time falls that have not yet to become Preferred Cash Distributions or Preferred PIK Amounts, as of such time.

“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.

“Adoption Agreement” means an agreement substantially in the form of Exhibit A hereto pursuant to which a Person agrees to be bound by the terms and conditions of this Agreement and agrees that any Units held by such Person shall be subject to the terms and conditions of this Agreement.

“Affiliate” of a Person means any Person Controlling, Controlled by, or Under Common Control with such Person or any venture capital, private equity or investment equity fund or registered investment company now or hereafter existing that is Controlled by one or more general partners, managing members, or investment advisors of, or shares the same management company or investment adviser with, such Person.

“Agreement” means this Amended and Restated Limited Liability Company Agreement of Asset Vault, LLC, as amended and/or restated from time to time in accordance with the provisions hereof, including the Exhibits and Schedules hereto.

“Availability Period” means the period commencing on the Effective Date and ending 24 months following the Effective Date.

“Base Return” means, with respect to each Series A Preferred Unit held by a Preferred Member at any given time, the greater of (a) a [***] or (b) a [***]% IRR, in each case taking into account any prior Preferred Cash Distributions and/or the payments or deemed payments of any Structuring Premiums and subject to adjustment pursuant to Section 8.8(b).

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in Los Angeles, California or New York, New York are authorized by Law to close.

“Calistoga Project” means the 8.5 MW / 293 MWh hybrid energy storage facility located in Calistoga, California and related assets owned by Calistoga Resiliency Center, LLC, a Subsidiary of the Company.

“Capital Contribution” means, with respect to any Member, the amount of money and the initial Fair Market Value of any property (other than money) contributed to the Company by the Member pursuant to Article 4. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution of its predecessors in interest. The Capital Contribution for each Series A Preferred Unit shall be equal to the amount contributed to the Company with respect thereto in accordance with Section 4.1 and Section 4.2.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State on October 3, 2025.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time. All references herein to Sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“Common Member” means any Member holding Common Units.

vi

“Consolidated Adjusted EBITDA” means, for any period, an amount determined for Energy Vault Parent and its Subsidiaries on a consolidated basis equal to the total of:

(a)Consolidated Net Income for such Person and its Subsidiaries for such period; plus

(b)the sum, without duplication and to the extent deducted (and not added back or excluded) from Consolidated Net Income, of the amounts of:

(i)consolidated interest expense paid or payable in respect of such period, net of cash interest income with respect to all outstanding Indebtedness (including (A) fees and expenses paid or payable to the administrative agent, collateral agent and/or trustee in connection with its services under any credit facility of such Person and its Subsidiaries, (B) other bank, administrative agency (or trustee) and financing fees, (C) costs of surety bonds in connection with financing activities (whether amortized or immediately expensed), (D) commissions, discounts and other fees and charges owed with respect to letters of credit, bank guarantees, bankers’ acceptance or any similar facilities or financing and hedging agreements or other derivative instruments, (E) any losses on hedging agreements or other derivative instruments entered into for the purpose of hedging interest rate risk (net of interest income and gains on such hedging agreements or such other derivative instruments), (F) amortization of deferred financing fees, OID or other debt discounts, premiums or costs, (G) the interest component of capital lease obligations, and (H) provision for credit losses);

(ii)(A) taxes paid and provisions for taxes (including as a result of changes in valuation allowances for deferred tax assets) of such Person and its Subsidiaries, including, in each case federal, state, provincial, local, non-U.S., unitary, income, capital, franchise, withholding and similar taxes (including in respect of repatriated funds) and (B) any penalties and interest related to such taxes or arising from any tax examinations paid or accrued during such period;

(iii)expenses related to equity transactions or stock compensation;

(iv)change in fair value of derivatives or fair value of warrant liabilities;

(v)total depreciation and amortization expense; and

(vi)(A) other unusual or non-recurring charges, losses or expenses, and (B) any excess of rent expense over actual cash rent paid due to the use of straight line rent for GAAP purposes; less

(c)the sum, without duplication and to the extent included in Consolidated Net Income, the amounts of:

(i)consolidated interest income, to the extent such interest income exceeds consolidated interest expense; and

(ii)(A) any unusual or non-recurring gains or proceeds; and (B) any non-cash revenues created by the impact of lease accounting or other GAAP with respect to customer agreements.

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“Consolidated Net Income” means, for any period, the net income (or loss) of Energy Vault Parent and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP.

“Contribution Agreement” means that certain Contribution and Purchase Agreement, dated as of the Effective Date, by and among the Company, the Preferred Members, and Energy Vault Member.

“Control”, including the correlative terms “Controlling”, “Controlled by” and “Under Common Control with”, means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract, trust or otherwise) of a Person. For the purposes of the preceding sentence, control shall be deemed to exist when a Person possesses, directly or indirectly, through one or more intermediaries, (a) in the case of a corporation or other entity (including a limited liability company), more than 50% of the outstanding voting securities thereof having the power to elect a majority of the board of directors or other Persons performing similar functions; or (b) in the case of a partnership (including a limited partnership), the power to designate the general partner.

“Cross Trails Project” means the 57 MW / 114 MWh battery energy storage system located in Snyder, Texas and related assets owned by Cross Trails Energy Storage Project, LLC, a Subsidiary of the Company.

“Development Expenditure Budget” means the development expenditure budget and schedule set forth on Exhibit F with respect to any project Subsidiaries set forth thereon.

“Energy Vault Member” means Energy Vault, Inc., a Delaware corporation, and any successor transferee in accordance with Section 6.2(a) as applicable.

“Energy Vault Parent” means Energy Vault Holdings, Inc., a Delaware corporation.

“Energy Vault Parent Warrants” means warrants exercisable for shares of common stock, par value $0.0001 per share, of Energy Vault Parent.

“Equity Securities” means (a) any common shares, preferred shares, membership interests in a limited liability company, limited or general partner interests in a partnership, interests in a trust, interests in joint ventures, interests in other unincorporated organizations or any other equivalent of such ownership interest, and (b) any security or instrument convertible or exchangeable, with or without consideration, into or for any such security or instrument (including any option to purchase such a convertible security).

“Fair Market Value” means (a) with respect to a particular security that is traded and reported in the manner and period described in clauses (i) or (ii) below, determined on any given day, (i) the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the last closing bid and asked prices regular way, in either case on the principal national securities exchange on which the applicable securities are listed or admitted to trading, or (ii) if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices as furnished by two members of the Financial Industry Regulatory Authority selected from time to time by the Company for that purpose; provided, however, that notwithstanding anything to the contrary in the foregoing provisions of this clause (a), if the date for which the Fair Market Value is determined is the first day when trading for such security is reported on a national securities exchange, the Fair Market Value shall be the “price to public” or equivalent set forth on the cover page for the final prospectus relating to a Public Offering of such security or (b) with respect to any property not described in clause (a),

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the fair market value of such property determined by the Board, in good faith, subject to resolution pursuant to Section 3.7(a). All such determinations shall be equitably adjusted for any subdivision or reorganization of the Units (by any unit splits, unit dividends, combinations, recapitalizations, or otherwise) or similar transactions during such period.

“Fiscal Year” means the fiscal year of the Company, which will end on December 31 of each year or on such other date as determined by the Board, in each case only if such year is permitted by the Code as the taxable year of the Company.

“GAAP” means United States generally accepted accounting principles and policies as in effect from time to time.

“Indebtedness” means, as of a given time (a) any indebtedness for borrowed money and any prepayment premiums, interest, penalties and any other fees and expenses paid to satisfy such indebtedness and all obligations evidenced by bonds, debentures, notes, or similar instruments, debt securities or by letters of credit, bank guarantees, bankers’ acceptance, surety or performance bonds or similar instruments; (b) any obligations issued or assumed as the deferred purchase price, earn-out payments or other similar items of property or services; (c) any obligations under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital or finance leases on a balance sheet under GAAP (but excluding leases recognized as operating in nature under GAAP that are not synthetic lease transactions); (d) obligations in respect of interest rate and currency obligation swaps, hedges or similar arrangements or in respect of annuity insurance products created or entered into in the ordinary course of business; (e) any underfunded pension obligations or retiree medical obligations; and (f) all liabilities as guarantor of obligations of any other Person of a type described in clauses (a) and (e) above, to the extent of the obligation guaranteed; provided, however, that “Indebtedness” shall not include: (i) undrawn letters of credit and reimbursement obligations in respect of undrawn letters of credit or the undrawn portions thereof; (ii) trade payables and similar obligations arising in the ordinary course of business, or (iii) for the avoidance of doubt, any obligations in respect of the Series A Preferred Units.

“Indemnitee” means (a) any Member or (b) any Person who is or was a Director, Officer, Observer, fiduciary, trustee, or managing member of the Company or a Member.

“Independent Director” means a natural person who (a) is not and has not been at any time during the preceding five years an equity holder, director (other than in such person’s capacity as an Independent Director), officer, employee, partner, or member of, the Company or any of its respective Members, Subsidiaries or Affiliates, (b) is not a creditor of the Company or any of its affiliates (other than in their capacity as an Independent Director), and (c) has prior experience as an independent director requiring such role to approve voluntary bankruptcy filings or similar restructuring experience.

“Insolvency Event” means, collectively, any proceedings under any U.S. federal or state bankruptcy, reorganization, receivership, insolvency, or other similar Law affecting the rights of creditors generally, or become subject to any involuntary proceedings under any U.S. federal or state bankruptcy, reorganization, receivership, insolvency, or other similar Law affecting the rights of creditors generally, which proceeding is not dismissed within 30 days of filing, or having an order for relief entered against it in any such proceeding, in each case, with respect to the Company.

“IRR” means with respect to any Series A Preferred Unit, as of any time of determination, an annual pre-tax internal rate of return on the Par Amount of such Series A Preferred Unit. IRR with respect to each Series A Preferred Unit shall be calculated (a) assuming

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(i) the Capital Contributions in respect of such Series A Preferred Unit were paid on the date set forth in the applicable Capital Call, or, with respect to the Tranche 1 Commitment, on the Effective Date, and (ii) all Preferred Cash Distributions and/or payments or deemed payments of all Structuring Premiums in respect of such Series A Preferred Unit were made on the date actually paid by the Company; and (b) using the XIRR function in the most recent version of Microsoft Excel (or if such program is no longer available, such other software program for calculating IRR reasonably determined by the Board to be equivalent to the XIRR function in the most recent version of Microsoft Excel).

“ITCs” means the investment tax credits provided for pursuant to Sections 48 or 48E of the Code.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a governmental agency or authority.

“Majority Interest” means the Common Members holding a majority of the issued and outstanding Common Units.

“Mandatory Redemption Event” means (a) any voluntary or involuntary liquidation, dissolution or winding up of Energy Vault Member or the Company, or (b) any Insolvency Event.

“Material Adverse Effect” means any change, effect or occurrence (collectively, “Changes”) that has had, or would reasonably be expected to have, a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the following, either alone or in combination, shall be taken into account in determining whether a Material Adverse Effect is occurring, has occurred or would be expected to occur: (a) Changes in the economy; credit, capital, securities or financial markets; or political, regulatory or business conditions in the United States or elsewhere, including changes, occurrences or developments in interest rates; (b) Changes that are the result of factors generally affecting the industries in the United States or elsewhere in which the Company or any of its Subsidiaries operates; (c) Changes or proposed Changes in GAAP or other accounting standards or interpretations thereof or in any Law of general applicability; (d) any failure by the Company or any of its Subsidiaries to meet any internal or published projections, forecasts or budgets or estimates of revenues or earnings for any period (but not the underlying reason for such failure); (e) any Change resulting from acts of war (whether or not declared), civil disobedience, hostilities, sabotage, terrorism, military actions or the escalation of any of the foregoing (whether perpetrated or encouraged by a state or non-state actor or actors), including cyberattacks, any hurricane, flood, tornado, earthquake or other weather or natural disaster, or any epidemic, pandemic, outbreak of illness or other public health event or any other force majeure event, or any national or international calamity or crisis, whether or not caused by any Person; or (f) any Changes resulting from any national, international or regional economic, financial, trade-based, social or political conditions, relationships or policies, including those relating to or arising out of any elections or any statements or other proclamations of public officials.

“Member” means any Person executing this Agreement as of the Effective Date or thereafter admitted to the Company as a Member as provided in this Agreement, but such term does not include any Person who has ceased to be a Member in the Company as provided in Section 3.1(c).

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“Membership Interest” means the interest of a Member, in its capacity as such, in the Company, including rights to distributions (liquidating or otherwise), allocations, information, and all other rights, benefits and privileges enjoyed by that Member (under the Act, the Certificate, this Agreement or otherwise) in its capacity as a Member, and all obligations, duties and liabilities imposed on that Member (under the Act, the Certificate, this Agreement, or otherwise) in its capacity as a Member.

“MOIC” means, with respect to any Series A Preferred Unit, as of any time of determination, the number obtained by dividing (a) the cumulative amount of Preferred Cash Distributions paid and/or payments or deemed payments of Structuring Premiums by the Company in respect of such Series A Preferred Unit, by (b) the Par Amount of such Series A Preferred Unit (excluding, for this purpose, any Capital Contributions deemed to be made in accordance with Section 3.3). An illustrative example calculation of MOIC is included on Exhibit I attached hereto.

“OIC Member” means, collectively, OIC Structured Equity Fund I, L.P, a Delaware limited partnership, OIC Structured Equity Fund I AUS, L.P., a Delaware limited partnership, OIC Structured Equity Fund I GPFA, L.P., a Delaware limited partnership, and any successor transferee of any of the foregoing in accordance with Section 6.2(a) as applicable. At any time that more than one Person comprises the OIC Member, the rights of the OIC Member hereunder shall be controlled by only one of such Persons (on behalf of each such Person), which controlling Person shall be designated from time to time by the Persons holding a majority of the Series A Preferred Units held by OIC Member and identified by written notice to the Company.

“Optional PIK Period” means the period commencing on the Series A Original Issue Date and ending on the third anniversary of the Series A Original Issue Date.

“Par Amount” means, with respect to each Series A Preferred Unit, the cumulative Capital Contributions made in respect of such Series A Preferred Unit in accordance with Section 4.2 or deemed to be made in accordance with Section 3.3. For the avoidance of doubt, for purposes of this definition, if any Structuring Premium or the application of any mutually agreed expense reimbursement or other offset are satisfied via net funding or similar reduction in connection with a particular Capital Contribution, the gross amount, prior to the application of such net funding or similar reduction shall be deemed to be the amount of Capital Contributions made in respect of such Series A Preferred Unit in such Capital Contribution.

“Percentage Interest” means, with respect to any Common Member, the percentage equal to the aggregate number of Common Units held by such Common Member divided by the aggregate number of Common Units held by all of the Common Members.

“Permitted Transfer” means, with respect to any Person, (a) any Transfer to an Affiliate of such Person, or (b) any Transfer by Energy Vault Member in connection with any sale of all or substantially all of the assets of Energy Vault Member; provided, that, in the case of clauses (a) and (b), the requirements of Section 6.1(b) are satisfied; provided further that, for the avoidance of doubt, any Transfer pursuant to clause (b) is also subject to Section 7.4(d).

“Person” means any natural person, limited liability company, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, and any governmental agency or authority.

“Pre-Investment ITC Amounts” means any amounts received by the Company or any Subsidiary of the Company in respect of the transfer of ITCs generated by the Calistoga Project or the Cross Trails Project not previously paid or distributed to Energy Vault Member prior to

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the Series A Original Issue Date, net of any taxes payable by the Company or any Subsidiary of the Company after the Effective Date as a result of any such transfer. For the avoidance of doubt, Pre-Investment ITC Amounts shall not include any amount paid to or otherwise received by the Company or any of its Subsidiary with respect to any energy project other than the Calistoga Project and the Cross Trails Project.

“Preferred Distribution Payment Date” means, with respect to any Series A Preferred Unit, March 31, June 30, September 30, and December 31 of each year, beginning on the first such date occurring after the Series A Original Issue Date.

“Preferred Distribution Period” means each period from, and including, a Preferred Distribution Payment Date (or, in the case of the first Preferred Distribution Period, from, and including, the Series A Original Issue Date) to, but excluding, the next Preferred Distribution Payment Date.

“Preferred Distribution Rate” means [***]% per annum, subject to adjustment pursuant to Section 3.8(b), and Section 3.8(c), and Section 8.8(b).

“Preferred Member” means any Member holding Preferred Units (solely in respect of such Member’s Preferred Units and not with respect to any other Units such Member may hold).

“Preferred PIK Amounts” means any Preferred Distributions that are paid in kind and not paid in cash (and not required to be paid in cash) on the applicable Preferred Distribution Payment Date.

“Prohibited Foreign Entity” means (i) any Person who is (or whose direct or indirect owners or beneficiaries are) a “specified foreign entity” (as such term is defined in Section 7701(a)(51)(B) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof) or (ii) any Person who is a “foreign influenced entity” (as such term is defined in Section 7701(a)(51)(D) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof).

“Public Offering” means any sale in a firm underwritten public offering registered under the Securities Act of any class of Equity Securities of the Company.

“Redemption Date” means the date on which the Preferred Units are to be redeemed in accordance with Article 8 as set forth in the Redemption Notice or as otherwise required in connection with a Mandatory Redemption Event. If a Preferred Unit is not redeemed in full in cash on its applicable Redemption Date, Redemption Date shall mean the earliest date on which such Preferred Unit may be redeemed by the Company in accordance with the Act.

“Redemption Price” means, at any given time, a price per Series A Preferred Unit equal to the greater of (a) the Accrued Preferred Amount of such Series A Preferred Unit as of such time, and (b) the amount necessary for such Series A Preferred Unit to achieve the Base Return as of such time.

“Related Agreements” means the Contribution Agreement, the Tax Sharing Agreement, the, the ITC Transfer Indemnification Agreement (as defined in the Contribution Agreement), each EPC Contract and each O&M Contract.

“Sale Transaction” means any (a) the sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company determined on a consolidated basis; (b) Energy Vault Member ceasing to have record and beneficial ownership, directly or

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indirectly, of at least 50% of the outstanding Common Units; (c) Energy Vault Member ceasing to be directly or indirectly Controlled by Energy Vault Parent; or (d) a Public Offering. For the avoidance of doubt, the occurrence of any the foregoing, whether pursuant to a Permitted Transfer or a Transfer otherwise authorized hereunder shall be deemed a Sale Transaction for purposes of this Agreement; provided, that no Transfer or merger, consolidation, conversion, or other reorganization of any Energy Vault Affiliate shall constitute a Sale Transaction so long as Energy Vault Parent will continue to have record and beneficial ownership, directly or indirectly, of at least 50% of the outstanding Common Units and directly or indirectly control Energy Vault Member following such transaction, and Energy Vault Member will continue to have record and beneficial ownership, directly or indirectly, of at least 50% of the outstanding Common Units.

“SEC” means the Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933 and any successor statute, as amended from time to time, and the rules and regulations promulgated by the SEC thereunder.

“Series A Original Issue Date” means the Closing Date (as defined in the Contribution Agreement).

“SOSA Project” means the 150 MW / 300 MWh battery energy storage system located in Texas and related assets owned by Savion, LLC.

“Stoney Creek Project” means the 125 MW / 1 GWh battery energy storage system located in Narrabri, Australia and related assets owned by Stoney Creek BESS Pty Ltd, a Subsidiary of the Company.

“Structuring Premium” means, with respect to any Capital Contributions made (or deemed to be made) in cash in respect of the Series A Preferred Units, an amount equal to [***]% of such Capital Contributions, to be paid to the applicable Preferred Member by the Company on the date on which such Preferred Member funds such Capital Contributions, it being acknowledged that the Company and a Preferred Member may, for convenience purposes, agree to fund the relevant proposed Capital Contribution net of the Structuring Premium, with such net funding being treated in accordance with the definitions of Capital Contributions and Par Amount set forth in this Agreement.

“Subsidiary” means any entity in which the Company holds any direct or indirect ownership interest.

“Tax Sharing Agreement” means that certain Tax Sharing Agreement, effective on or about the Effective Date, by and among the Company, Energy Vault Parent and one or more of its other subsidiaries.

“Transfer”, including the correlative terms “Transferring” or “Transferred”, means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law), of Units (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the voting or economic interest in, or risk of loss or opportunity for gain with respect to, Units are transferred or shifted to another Person; provided, however, that any transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition of the Equity Securities of Energy Vault Parent shall not be treated as a Transfer of Units hereunder.

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“Treasury Regulations” means final or temporary regulations promulgated by the U.S. Department of the Treasury pursuant to and in respect of provisions of the Code, as they may be amended from time to time.

(d)Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Additional Member	Section 3.1(b)
Annual Budget	Section 9.4(b)
Approved Company Budget	Section 9.4(a)
authorized person	Section 7.6(a)
Board	Section 7.1(a)
Capital Call	Section 4.2(c)
Capital Call Condition	Section 4.2(c)
Capital Call Project Budget	Section 9.4(d)
Capital Call Project Companies	Annex A
Capital Call Projects	Annex A
Chairman	Section 7.2(a)(iii)
Closing Member Indebtedness	Section 5.5
Common Units	Section 3.2(a)(i)
Company	Preamble
Default Forced Sale Remedy	Section 3.8(d)
Directors	Section 7.1(a)
Dissolution Event	Section 12.1(a)
Effective Date	Preamble
Energy Vault Affiliates	Section 9.6(b)(i)
Energy Vault Parent Audit	Section 9.1(a)
Energy Vault Party	Section 9.6(d)
Energy Vault Person	Section 9.6(b)(ii)
EPC Contract	Annex A
Failed Process	Section 8.8(c)
Forced Sale	Section 8.8(a)
Forced Sale Notice	Section 8.8(a)
General Directors	Section 7.2(a)(i)
GM Director	Section 7.2(a)(i)
Initial Budget	Section 9.4(a)
Initial Members	Section 3.1(a)
LTSA	Annex A
Maximum Draw Amount	Section 4.2(b)
Milestone Achievements	Section 4.2(c)(v)
O&M Contract	Annex A

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Term	Section
Observer	Section 7.3
Officers	Section 7.6(a)
Original Agreement	Recitals
Other Investment Entities	Section 9.6(b)(i)
Preferred Cash Distributions	Section 5.1(a)
Preferred Distributions	Section 5.1(a)
Preferred Member Affiliates	Section 9.6(b)(i)
Preferred Members Capital Commitment	Section 4.2(a)
Preferred Related Person	Section 9.6(b)(ii)
Preferred Units	Section 3.2(a)(i)
Proceeding	Section 10.2
Redemption Notice	Section 8.2
Redemption Price	Section 8.6
Second Tier Breach	Section 3.8(a)(ii)
Series A Preferred Units	Section 3.2(b)(i)
Software Contract	Annex A
Springing Governance Forced Sale	Section 8.8(a)
Springing Governance Rights	Section 8.8(c)
Subsequent Funding Capital Call Review Period	Section 4.2(d)(iii)
Subsequent Funding Capital Call Support Materials	Section 4.2(d)(ii)
Subsequent Funding Commitment	Section 4.2(a)
Tranche 1 Commitment	Section 4.2(a)
Tranche 1 Recapitalization	Section 4.2(b)
Tranche 2 Capital Call Support Materials	Section 4.2(c)(ii)
Tranche 2 Commitment	Section 4.2(a)
Tranche 2 Recapitalization	Section 4.2(c)
Units	Section 3.2(a)(i)
Voluntary Bankruptcy Action	Section 7.2(b)(ii)(A)
Warrant Exchange Right	Section 3.3(a)
Warrant Exchange Right Start Date	Section 3.3(a)
Warrant Exercise Period	Section 3.3(b)

Section 1.2Construction. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine and neuter; (b) references to Articles and Sections are to articles and sections of this Agreement; (c) references to Exhibits and Schedules are to exhibits and schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes; (d) references to money are to legal currency of the United States of America; (e) the word “including” means “including without limitation”; (f) the words “hereof,” “hereto,” “hereby,” “herein,” “hereunder”

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and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear; (g) unless the context requires otherwise, the word “or” shall not be exclusive; (h) unless the context requires otherwise, all references to Laws refer to such Laws as they may be amended from time to time, and references to particular provisions of Laws include a reference to the corresponding provisions of any succeeding Law; (i) all accounting terms not specifically defined herein shall be construed in accordance with GAAP; and (j) all monetary amounts (including, for the avoidance of doubt, cash amounts, are in U.S. dollars, except as expressly provided otherwise herein). In the event any ambiguity or question of intent or interpretation arises with regard to this Agreement, this Agreement shall be construed as drafted jointly by all of the Members, and no presumption or burden of proof shall arise favoring or disfavoring any person by virtue of the authorship of any provision of this Agreement.

Article 2 ORGANIZATION

Section 2.1Continuation. The rights and obligations of the Members will be determined pursuant to the Act and this Agreement. To the extent that there is any conflict or inconsistency between any provision of this Agreement and any non-mandatory provision of the Act, the provisions of this Agreement control and take precedence.

Section 2.2Name. The name of the Company is “Asset Vault, LLC”, and all Company business must be conducted in that name or such other name or names that comply with Law and as the Board may select.

Section 2.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate in the manner provided by Law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate in the manner provided by Law. The principal office of the Company in the United States shall be at 4165 East Thousand Oaks Blvd, Suite 100, Westlake Village, CA 91362, or such other place as the Board may designate, which need not be in the State of Delaware. The Company may have such other offices as the Board may designate.

Section 2.4Purposes. The purposes of the Company are to engage in any lawful business or activity which a limited liability company may carry on under the Act.

Section 2.5Foreign Qualification. Prior to the Company’s conducting business in any jurisdiction other than the State of Delaware, to the extent that the nature of the business conducted requires the Company to qualify as a foreign limited liability company under the Law of that jurisdiction, the Company shall satisfy all requirements necessary to so qualify. At the request of the Company, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are reasonably necessary or appropriate to qualify or continue the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business (provided, however, that no Member will be required to file any general consent to service of process or to qualify as a foreign entity in any jurisdiction in which it is not already so qualified), or to cancel or terminate such qualification, and each Member hereby grants each Officer of the Company a limited power-of-attorney to execute any such documents on its behalf.

Section 2.6Term. The existence of the Company commenced upon the filing of the Certificate with the Secretary of State of the State of Delaware on October 3, 2025, and the

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Company shall have a perpetual existence unless and until dissolved, wound up and terminated in accordance with Article 12.

Section 2.7No State Law Partnership. The Members do not intend for the Company to be a partnership (including a limited partnership) or joint venture, and no Member shall be a partner or joint venturer of any other Member by reason of this Agreement for any purpose, and this Agreement shall not be interpreted to provide otherwise.

Section 2.8Title to Company Assets. Title to the Company’s assets, whether real, personal or mixed and whether tangible or intangible, shall be vested in the Company as an entity, and no Member, Director or Officer, individually or collectively, shall have any ownership interest in the Company’s assets or any portion thereof.

Section 2.9Subsidiaries. The Company may organize and capitalize one or more Subsidiaries, in addition to any Subsidiaries in existence as of the Effective Date, for the purpose of carrying out the purposes of the Company described in Section 2.4. The Officers and Directors shall manage each Subsidiary. The operating results of each Subsidiary shall be appropriately consolidated with the operating results of the Company for purposes of determining distributions and allocations pursuant to this Agreement. Except (i) as permitted by Section 3.4(b) or (ii) for investments by the Company in non-wholly owned Subsidiaries in the form of common equity (in entities in which only common equity has been issued) or preferred equity (or similar equity), Subsidiaries of the Company shall be wholly owned by the Company.

Section 2.10Separateness. The Company shall, and shall cause each Subsidiary Controlled by the Company to, take all reasonable steps to maintain such entity’s identity as a separate legal entity from each other Person and to make it manifest to third parties that it is a separate legal entity. The Members acknowledge and agree that the Company is intended to be bankruptcy remote from each Member and any Affiliate of the Members that is not the Company (or any of its Subsidiaries). Without limiting the generality of the foregoing, the Company shall:

(a)maintain its own books, records and agreements as official records and separate from those of its Affiliates (other than its Subsidiaries) and Members and all other Persons;

(b)maintain its bank accounts separate from those of its Affiliates (other than its Subsidiaries) and Members and all other Persons, except as otherwise contemplated in this Agreement or unanimously approved by the Board;

(c)hold itself out to the public as a legal entity separate from its Affiliates (other than its Subsidiaries) and Members and all other Persons;

(d)conduct its business in its own name and hold all of its assets in its own name, and not commingle its property, funds or assets with the property, funds or assets of (or participate in any cash management system with) any of its Affiliates (other than its Subsidiaries) or Members or any other Persons;

(e)hold at least quarterly meetings of the Board as required pursuant to Section 7.2(g) and otherwise observe all organizational formalities set forth in this Agreement;

(f)not hold out its credit as being available to satisfy the obligations of any Member or any of its Affiliates (excluding the Company and its Subsidiaries);

(g)not guarantee the obligations of any Member or any Affiliate of any Member (other than the Company and its Subsidiaries) or pledge its assets or grant a security

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interest over its assets in support of credit or similar obligations of a Member or any Affiliate of any Member (other than the Company and its Subsidiaries);

(h)enter into any joint venture or Subsidiary co-ownership arrangement with any Member or any Affiliate of any Member (other than the Company and its Subsidiaries);

(i)ensure that any commercial arrangements between the Company and its Subsidiaries, on the one hand, and a Member or any Affiliate of any Member (other than the Company and its Subsidiaries), on the other hand, are on arms’ length terms, including economic terms, customary for the nature of such transaction, no more favorable to the Company or such counterparty than would be available from a non-Affiliated third party;

(j)not make any loans or advances of any funds to a Member or its Affiliates (excluding, for the avoidance of doubt, the Company and its Subsidiaries), except as otherwise provided herein; and

(k)pay its own liabilities and expenses only out of its own funds.

Article 3 MEMBERS; UNITS

Section 3.1Members.

(a)Initial Members. As of the Effective Date, each of the Persons whose name is set forth on Schedule 1 (Members Holding Preferred Units) and Schedule 2 (Members Holding Common Units) (the “Initial Members”), was admitted to the Company as a Member upon such Person’s execution and delivery to the Company of this Agreement.

(b)Additional Members. In addition to the Initial Members, the following Persons shall be deemed to be Members and shall be admitted as Members without any further action by the Company, the Board or any Member: (i) any Person to whom Units are Transferred by a Member so long as such Transfer is made in compliance with this Agreement and any other agreements applicable to such Units and (ii) any Person to whom the Company issues Units after the Effective Date so long as such issuance is made in compliance with this Agreement, in each case of clause (i) and (ii), upon such Person’s execution and delivery to the Company of an Adoption Agreement, and such other agreements required hereunder or otherwise reasonably specified by the Board (each, an “Additional Member”). Admission of an Additional Member shall become effective on the date such Person’s name is recorded on the books and records of the Company, at which time Schedule 1 or Schedule 2, as applicable, shall be updated to include each such Additional Member as a Member.

(c)Cessation of Members. Any Person admitted or deemed admitted as a Member pursuant to Section 3.1(a) or Section 3.1(b) shall cease to have the rights of a Member under this Agreement at the time that such Person is no longer a record owner of any Units, but such Person shall remain bound by Section 9.5 and by the terms of any other applicable agreements with the Company. A Person may not voluntarily resign as a Member in any other manner prior to a Dissolution Event.

Section 3.2Units.

(a)Units; Unit Certificates.

(i)Each Member’s membership interest in the Company will initially be represented by its Units. The Membership Interests of the Company have been divided

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into two classes of units referred to as “Preferred Units” and “Common Units”. The Preferred Units and Common Units are collectively referred to herein as the “Units”. To the extent any number of Units is set forth in this Agreement, such number of Units shall be equitably adjusted for any subdivision or reorganization of the Units (by any unit splits, unit dividends, combinations, recapitalizations, or otherwise) or similar transactions.

(ii)The Units shall initially be uncertificated. The Board may determine that the Units shall be certificated, in which case the Units shall be represented by certificates in such form as the Board shall from time to time approve, recorded in a register thereof maintained by the Company and subject to rules for the issuance thereof as the Board may from time to time reasonably determine. If a mutilated Unit certificate is surrendered to the Company, or if a Member claims and submits an affidavit or other evidence reasonably satisfactory to the Company to the effect that the Unit certificate has been lost, destroyed or wrongfully taken, the Company shall issue a replacement Unit certificate. If required by the Company, such Member shall, prior to the issuance of such replacement Unit certificate, provide an indemnity bond, or other form of indemnity, sufficient in the reasonable judgment of the Company to protect the Company against any loss which may be suffered. The Company may charge such Member for its reasonable out-of-pocket expenses in replacing a Unit certificate which has been mutilated, lost, destroyed or wrongfully taken.

(b)Unit Designations; Issuances.

(i)300,000,000 Preferred Units designated as “Series A Preferred Units” are authorized for issuance to the Initial Members. Subject to Section 3.4(b), additional Preferred Units may be authorized for issuance by the Company upon approval of the Board, in which event this Agreement shall be amended to include the terms of such additional Preferred Units (such amendment to be approved by the Board). As of the Effective Date (after giving effect to the transactions contemplated by the Contribution Agreement), the applicable Initial Members hold a total of 300,000,000 Series A Preferred Units. Schedule 1 sets forth the relative ownership and actual or deemed initial Capital Contributions of the Preferred Members as of the Effective Date. Schedule 1 shall be amended from time to time to reflect the names and addresses of the Preferred Members, the aggregate number of each series of Preferred Units held by each such Preferred Member, and the aggregate Capital Contributions of each such Preferred Member.

(ii)1,200,000,000 Common Units are authorized for issuance to the Initial Members. Additional Common Units may be authorized for issuance by the Company upon approval of the Board. As of the Effective Date, the applicable Initial Members hold a total of 1,200,000,000 Common Units. Schedule 2 sets forth the relative ownership of the Common Members immediately as of the Effective Date. Schedule 2 shall be amended from time to time to reflect the names and addresses of the Common Members and the aggregate number of Common Units held by each such Common Member.

Section 3.3Warrant Exchange.

(a)From and after the date that is four years and six months after the Effective Date (the “Warrant Exchange Right Start Date”), if (i) any Series A Preferred Units remain outstanding and (ii) OIC has made Capital Contributions in respect of Series A Preferred Units of at least $80,000,000, then OIC Member shall be afforded the right (the “Warrant

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Exchange Right”) to exchange certain Energy Vault Parent Warrants for a deemed increase in Capital Contributions with respect to the Series A Preferred Units held by OIC Member.

(b)OIC Member may invoke its Warrant Exchange Right at any time beginning on the Warrant Exchange Right Start Date and ending on the later of: (i) 90 days thereafter, and (ii) the public filing by Energy Vault Parent of its consolidated audited financial statements for its most recently completed fiscal year (the “Warrant Exercise Period”) by delivering written notice to the Company during the Warrant Exercise Period.

(c)If (i) Energy Vault Parent has not yet achieved a trailing-twelve month Consolidated Adjusted EBITDA of at least $[***] and (ii) OIC has made Capital Contributions in respect of Series A Preferred Units of at least $[***], OIC Member may transfer up to [***]% of its Energy Vault Parent Warrants (calculated based on the maximum number of shares into which the Energy Vault Parent Warrants issued to OIC Member pursuant to the Contribution Agreement were exercisable) to the Company in exchange for a deemed increase in its Capital Contributions of up to [***]% of the aggregate Accrued Preference Amounts of all Series A Preferred Units held by OIC Member (split pro-rata across all such Series A Preferred Units). For illustrative purposes only, if (1) OIC Member was issued Energy Vault Parent Warrants that, in the aggregate were exercisable into [***] shares of Energy Vault Parent, (2) the aggregate Accrued Preference Amounts of all Series A Preferred Units held by OIC Member at such time was $[***], and (3) OIC Member elected to exchange [***]% of its Energy Vault Parent Warrants pursuant to its Warrant Exchange Right, then Energy Vault Parent Warrants exercisable for [***] shares of Energy Vault Parent would be transferred in exchange for an aggregate increase in Capital Contributions of $[***] ([***] )which increase would be split pro-rata across each Series A Preferred Unit then held by OIC Member.

(d)If (i) Energy Vault Parent has not yet achieved trailing-twelve month Consolidated Adjusted EBITDA of at least $[***] and (ii) OIC Member has made Capital Contributions in respect of Series A Preferred Units of at least $[***], OIC Member may transfer up to [***]% of its Energy Vault Parent Warrants (calculated based on the maximum number of shares into which the Energy Vault Parent Warrants issued to OIC Member pursuant to the Contribution Agreement were exercisable) to the Company in exchange for a deemed increase in its Capital Contributions of up to [***]% of the aggregate Accrued Preference Amounts of all Series A Preferred Units held by OIC Member (split pro-rata across all such Series A Preferred Units). For illustrative purposes only, if (1) OIC Member was issued Energy Vault Parent Warrants that, in the aggregate were exercisable into [***] shares of Energy Vault Parent, (2) the aggregate Accrued Preference Amounts of all Series A Preferred Units held by OIC Member at such time was $[***], and (3) OIC Member elected to exchange [***]% of its Energy Vault Parent Warrants pursuant to its Warrant Exchange Right, then Energy Vault Parent Warrants exercisable for [***] shares of Energy Vault Parent would be transferred in exchange for an aggregate increase in Capital Contributions of $[***] ([***]), which increase would be split pro-rata across each Series A Preferred Unit then held by OIC Member.

(e)For the avoidance of doubt, (i) the exchange options set forth in the foregoing Sections 3.3(c) and 3.3(d) are mutually exclusive, and (ii) OIC Member shall have no Warrant Exchange Right if at the end of the Availability Period only the Tranche 1 Commitment has been funded to the Company, and in such case the Warrant Exchange Right shall be forfeited and otherwise null and void.

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Section 3.4Voting Rights. The Members shall have no right to vote on any matter, except as specifically set forth in this Agreement or as may be required under the Act.

(a)Common Units. On any matter requiring the approval of the Common Members of the Company, each Common Member shall have one vote per Common Unit held of record by such Common Member.

(b)Preferred Units. The Preferred Units shall be non-voting, and the holders of Preferred Units shall not have any voting, consent or approval rights except as set forth in this Agreement. The Company shall obtain the written approval of OIC Member (not to be unreasonably withheld, conditioned, or delayed) prior to taking any of the following actions (in each case, including by way of merger, consolidation, reclassification, or otherwise, and including by causing any Subsidiary of the Company to take such action):

(i)create or issue any Equity Securities, unless the same rank junior to the Series A Preferred Units with respect to its rights to redemption, rights to distributions and rights upon liquidation of the Company; provided, that the consent of OIC Member shall not be required with respect to the issuance of tax equity securities or common equity securities by any Subsidiary, or the transfer of ITCs of any Subsidiary unless the potential transferee requires any Preferred Member to provide a guarantee regarding ITC recapture with respect to such issuance or transfer; provided, further that it is expressly agreed and acknowledged that any proceeds from the issuance of any such tax equity securities or transfer of ITCs with respect to any projects of the Company other than the Calistoga Project and the Cross Trails Project shall be for the benefit of the Company and not payable to Energy Vault Member or any of its Affiliates (other than the Company and its Subsidiaries);

(ii)redeem, purchase, or otherwise acquire for consideration any Equity Securities ranking junior to the Series A Preferred Units with respect to its rights to redemption, rights to distributions and rights upon liquidation of the Company;

(iii)amend (whether by amendment, restatement or amendment and restatement) any provision of the Certificate or this Agreement in a manner that is disproportionate and adverse to the rights or interests of the Series A Preferred Units (which for the avoidance of doubt includes any amendments which adversely affect economic rights of the Series A Preferred Units or any of the named rights of OIC Member), it being agreed that (1) the Company shall provide a copy of any proposed amendment to the OIC Member concurrently with when sent to the Board for approval in accordance with Section 13.7, and (2) any dispute with respect to whether any such amendment is so disproportionate and adverse (or has such an adverse effect) will be finally determined pursuant to Section 3.7(c);

(iv)initiate a Mandatory Redemption Event;

(v)effect a Sale Transaction, other than any Sale Transaction in connection with which the Series A Preferred Units are redeemed in full, in cash, in accordance with this Agreement;

(vi)violate any of the covenants set forth on Annex B; or

(vii)enter into any agreement, arrangement, or commitment to take any of the foregoing actions.

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(c)Restrictions on Encumbrances of Energy Vault Member. Without limitation of any other restrictions set forth in this Agreement on the same, without the prior written approval of OIC Member, Energy Vault Member shall not (i) pledge, grant a security interest in or suffer a lien to be granted with respect to any Equity Securities of the Company it holds whether in connection with the consummation of any proposed financing transaction by Energy Vault Member or otherwise or (ii) allow, permit or cause the Company or any of its Subsidiaries to guarantee the obligations of any Member or any Affiliate of any Member (other than the Company and its Subsidiaries) or pledge its respective assets or grant a security interest over its respective assets in support of credit or similar obligations of a Member or any Affiliate of any Member (other than the Company and its Subsidiaries); and any pledge, grant or sufferance of lien in violation of this Section 3.4(c) shall be, and is hereby declared, null and void ab initio.

Section 3.5No Other Persons Deemed Members. Unless admitted or deemed admitted to the Company as a Member as provided in this Agreement, no Person (including an assignee of rights with respect to Units or a transferee of Units, whether voluntary, by operation of law or otherwise) shall be, or shall be considered, a Member. The Company may elect to deal only with Persons so admitted as Members (including their duly authorized representatives). Any distribution by the Company to the Person shown on the Company’s records as a Member, or to its legal representatives, shall relieve the Company of all liability to any other Person who may have an interest in such distribution by reason of any Transfer by the Member or for any other reason.

Section 3.6No Liability of Members. Except as otherwise provided under the Act, the debts, liabilities, contracts and other obligations of the Company (whether arising in contract, tort or otherwise) shall be solely the debts, liabilities, contracts and other obligations of the Company, and no Member in its capacity as such shall be liable personally (a) for any debts, liabilities, contracts or any other obligations of the Company, except to the extent and under the circumstances set forth in any non–modifiable or non-waivable provision of the Act or in any separate written instrument signed by the applicable Member, or (b) for any debts, liabilities, contracts or other obligations of any other Member. No Member shall have any responsibility to contribute to or in respect of the debts, liabilities, contracts or other obligations of the Company or to return distributions made by the Company, expect as expressly provided herein or required by any non–modifiable or non-waivable provision of the Act.

Section 3.7Calculation, Valuation or Effect Dispute Resolution.

(a)In connection with the Board’s determination of the Fair Market Value of any property pursuant to clause (b) in the definition of Fair Market Value in respect of any Capital Contribution made by Energy Vault Member or OIC Member, prior to finalizing such determination the Board shall consult with and consider OIC Member’s reasonable comments in respect thereof. If the Board and OIC Member are, in good faith, unable to resolve their disagreement as to the appropriate Fair Market Value of any such property within 10 Business Days, (i) the Board shall engage a nationally recognized third-party valuation expert (for property of such nature) mutually acceptable to the Board and OIC Member, (ii) the Board and OIC Member shall each submit to the third-party valuation expert their respective good faith determination of Fair Market Value and (iii) the third-party valuation expert shall be instructed to select which of the two submitted Fair Market Value determinations is the most commercially reasonable under the circumstances and best gives effect to the intent of Fair Market Value under this Agreement. If the Board and OIC Member cannot agree on such third-party valuation expert, they shall each select a third-party valuation expert, which two third-party valuation experts will select a third third-party valuation expert to serve in this capacity.

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(b)Exhibit I sets forth an illustrative example of the calculation of Redemption Price based on the assumptions and facts set forth thereon. If, in connection with any Redemption Notice or other calculation of Redemption Price, OIC Member makes a good faith objection to the Board’s determination of the then applicable Redemption Price, then the Board and OIC Member shall negotiate, in good faith, to resolve such dispute in accordance with this Agreement. If the Board and OIC Member are, in good faith, unable to resolve such dispute within 10 Business Days, (i) the Board shall engage a nationally recognized third-party accounting firm mutually acceptable to the Board and OIC Member, (ii) the Board and OIC Member shall each submit to the third-party accounting firm their respective good faith determination of the Redemption Price and (iii) the third-party accounting firm shall be instructed to select which of the two submitted Redemption Price determinations is the most commercially reasonable under the circumstances and best gives effect to the intent of Redemption Price under this Agreement. If the Board and OIC Member cannot agree on such third-party accounting firm, they shall each select a third-party accounting firm, which two third-party accounting firms will select a third third-party accounting firm to serve in this capacity.

(c)If the OIC Member makes a good faith objection to the Board’s determination of whether an amendment, restatement or amendment and restatement of the Certificate or this Agreement would be disproportionate and adverse to OIC Member, and thus require the consent of OIC Member pursuant to Section 3.4(b)(iii), then the Board, Energy Vault Member and OIC Member shall negotiate, in good faith, to resolve such dispute.

Section 3.8Series A Preferred Unit Remedies.

(a)For purposes of this Section 3.8,

(i)a “First Tier Breach” means a (1) breach or violation by the Company of Section 3.4(b)(vi) (or Section 3.4(b)(vii) as it may relate to Section 3.4(b)(vi)) [covenants on Annex B], (2) material or intentional breach or violation by the Company of its notice and disclosure obligations to the Observers or its consultation obligations with OIC Member under Section 9.4 (other than Section 9.4(c) or Section 9.4(d)), (3) material or intentional breach or violation by the Company of its reporting, meeting, access or inspection obligations to OIC Member or (4) the failure, for any reason, of the Company to pay any Preferred Distribution that is required to be a Preferred Cash Distribution in cash in full when and as required;

(ii)a “Second Tier Breach” means (1) a breach or violation of (A) Section 2.10 [Separateness], (B) Section 3.4(c) [Restrictions on Encumbrances], (C) Section 9.4(c) [Development Expenditure Budget] or (D) Section 9.4(d) [Capital Call Project Budgets] or (2) an immaterial or non-intentional breach by the Company of Section 3.4(b) other than Section 3.4(b)(vi) [Preferred Unit protective provisions]; and

(iii)a “Third Tier Breach” means (1) a material and intentional breach by the Company of (A) Section 3.4(b) other than Section 3.4(b)(vi) [Preferred Unit protective provisions], or (B) Section 3.4(c) [Restrictions on Encumbrances] or (2) the failure, for any reason, to fully redeem all Series A Preferred Units in cash, when and as required pursuant to this Agreement.

(b)Upon a First Tier Breach, the Company shall have 45 days (provided that if the Company is working in good faith to cure any such First Tier Breach, OIC may grant a 45-day extension of such time period, not to be unreasonably withheld or delayed, or such longer period as may otherwise be agreed to by OIC Member) to cure such breach to the extent curable.

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If any First Tier Breach remains uncured after such applicable period or otherwise becomes uncurable, the then applicable Preferred Distribution Rate shall be increased by [***]% per annum until cured or otherwise rectified; provided that in no event shall the Preferred Distribution Rate exceed [***]% as a result of this Section 3.8(b) or Section 3.8(c).

(c)Upon a Second Tier Breach, the Company shall have 45 days (provided that if the Company is working in good faith to cure any such Second Tier Breach, OIC may grant a 45-day extension of such time period, not to be unreasonably withheld or delayed, or such longer period as may otherwise be agreed to by OIC Member) to cure such breach to the extent curable. If any Second Tier Breach remains uncured after such applicable period or otherwise becomes uncurable, (i) the then applicable Preferred Distribution Rate shall be increased by [***]% per annum until cured or otherwise rectified; provided that in no event shall the Preferred Distribution Rate exceed [***]% as a result of this Section 3.8(c) or Section 3.8(b) and (ii) all Preferred Distributions thereafter shall be required to be Preferred Cash Distributions.

(d)Upon a Third Tier Breach, the Company shall have 45 days (provided that if the Company is working in good faith to cure any such First Tier Breach, OIC may grant a 45-day extension of such time period, not to be unreasonably withheld or delayed, or such longer period as may otherwise be agreed to by OIC Member) to cure such breach to the extent curable; provided that such cure period shall not apply to any Third Tier Breach under clause (2) in the definition thereof. If any Third Tier Breach remains uncured after such applicable period or otherwise becomes uncurable (or is of a type contemplated by clause (2) in the definition of Third Tier Breach), then OIC Member shall be afforded the Default Forced Sale Remedy. “Default Forced Sale Remedy” shall mean the right of OIC Member to invoke a Forced Sale pursuant to and in accordance with Section 8.8.

Article 4 CAPITAL CONTRIBUTIONS

Section 4.1Capital Contributions. As of the Effective Date, pursuant to the Contribution Agreement, each Initial Member has made (or has been deemed to have made) the initial Capital Contributions set forth in the Contribution Agreement (in the case of the Common Members) or on Schedule 1 (in the case of the Preferred Members). Except as set forth in Section 4.2, no Member has any obligation to make any additional Capital Contribution to the Company.

Section 4.2Preferred Members Capital Commitment.

(a)Overview. As of the Effective Date, the Preferred Members have a capital commitment equal to $1.00 with respect to each Series A Preferred Unit, for an aggregate capital commitment of $300,000,000.00 (the “Preferred Members Capital Commitment”), which is subject to being called and contributed in the following tranches: (i) $35,000,000.00 (the “Tranche 1 Commitment”), all of which Tranche 1 Commitment has been funded on the Effective Date, (ii) $57,000,000.00 (the “Tranche 2 Commitment”), and (iii) $208,000,000.00 (the “Subsequent Funding Commitment”), in each case subject to adjustment as provided in this Section 4.2. Notwithstanding anything to the contrary, at the end of the Availability Period, any remaining portion of the Tranche 2 Commitment and the Subsequent Funding Commitment shall expire and, except with respect to any such portion subject to a Capital Call duly issued during the Availability Period and required to be funded pursuant to this Section 4.2, no longer be required to be funded by the Preferred Members following the end of the Availability Period.

(b)Tranche 1 Commitment. As of the Effective Date, in connection with the funding of the Capital Contributions with respect to the Tranche 1 Commitment, $16,000,000.00 (the “Tranche 1 Recapitalization”) of the Capital Contributions with respect to the Tranche 1 Commitment shall be paid to Energy Vault Member (or its Affiliates) as a reimbursement for

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previously funded cash and cash-backed security instruments with respect to the Company and/or the Calistoga Project, the Cross Trails Project or other projects of the Company.

(c)Tranche 2 Commitment.

(i)Subject to the other terms of this Section 4.2, the Company may submit, during the Availability Period, capital calls in the form attached as Exhibit B (a “Capital Call”) to each Preferred Member to make Capital Contributions to the Company in an amount, with respect to any given Capital Call, equal to at least $25,000,000.00 (unless a lower amount is consented to by the OIC Member) and up to the then-unfunded portion of the Tranche 2 Commitment (pro rata according to such Preferred Member’s then unfunded portion of the Tranche 2 Commitment).

(ii)In connection with each such Capital Call in respect of the Tranche 2 Commitment, the Company shall deliver to each Preferred Member: (1) a certificate, signed by an authorized representative of the Company, certifying that each of the conditions set forth on Annex A (each, a “Capital Call Condition”) have been satisfied as of the time the Capital Call is delivered to each Preferred Member (or will be satisfied simultaneously with the making of the Capital Contributions in respect of such Capital Call); and (2) copies of all agreements, documents, instruments and arrangements contemplated by the Capital Call Conditions, and such other information in respect of such Capital Call (and the Capital Call Conditions) as may be reasonably requested by each such Preferred Member (all such information, collectively, the “Tranche 2 Capital Call Support Materials”).

(iii)Each Preferred Member shall have 10 Business Days to review the Tranche 2 Capital Call Support Materials, during which it may ask such questions and clarifications as may be reasonably necessary to confirm the Capital Call Conditions have been satisfied and that otherwise the Company is in compliance in all material respects with this Agreement (such 10 Business Day period, the “Tranche 2 Capital Call Review Period”).

(iv)Subject to the satisfaction of each Capital Call Condition at or prior to the date on which the applicable Capital Contribution is to be made (or with respect to an applicable Preferred Member, waived by such Preferred Member), each Preferred Member shall make Capital Contributions in accordance with the instructions in each Capital Call on the date specified therein, which date shall not be less than 10 Business Days following the Tranche 2 Capital Call Review Period. Notwithstanding the foregoing, in no event shall the OIC Member be obligated to fund a Capital Call unless the making of Capital Contributions with respect thereto have received final approval of the OIC Member’s equity investment committee.

(v)If the Company achieves each of the milestones set forth on Exhibit C (the “Milestone Achievements”), then promptly following or in connection with the funding of Capital Contributions with respect to the first Capital Call of the Tranche 2 Commitment occurring after achievement of all Milestone Achievements, an amount equal to the sum of $16,000,000.00 (such amount, the “Tranche 2 Recapitalization”) of such Capital Contributions shall be paid to Energy Vault Member (or its Affiliates) as a reimbursement for previously funded cash and cash-backed security instruments with respect to the Company and/or the Calistoga Project, the Cross Trails Project or other projects of the Company. If the Company fails to achieve any of the Milestone Achievements, the aggregate Tranche 2 Commitment shall be reduced by an amount equal to the Tranche 2 Recapitalization (with such reduction applying to each

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Preferred Member pro rata according to such Preferred Member’s then unfunded portion of the Tranche 2 Commitment).

(d)Subsequent Funding Commitment.

(i)Subject to the other terms of this Section 4.2, the Company may submit, during the Availability Period, but solely to the extent that each Preferred Members unfunded portion of the Tranche 2 Commitment is zero (after giving effect to any reduction thereto contemplated by Section 4.2(c)(v), Capital Calls from time to time to each Preferred Member to make Capital Contributions to the Company in an amount, with respect to any given Capital Call, equal to at least $25,000,000.00 (unless a lower amount is consented to by the OIC Member) and up to the then-unfunded portion of the Subsequent Funding Commitment (pro rata according to such Preferred Member’s then unfunded portion of the Subsequent Funding Commitment).

(ii)In connection with each such Capital Call in respect of the Subsequent Funding Commitment, the Company shall deliver to each Preferred Member: (1) a certificate, signed by an authorized representative of the Company, certifying that each of the Capital Call Conditions have been satisfied as of the time the Capital Call is delivered to each Preferred Member (or will be satisfied simultaneously with the making of the Capital Contributions in respect of such Capital Call); and (2) copies of all agreements, documents, instruments and arrangements contemplated by the Capital Call Conditions, and such other information in respect of such Capital Call (and the Capital Call Conditions) as may be reasonably requested by each such Preferred Member (all such information, collectively, the “Subsequent Funding Capital Call Support Materials”).

(iii)Each Preferred Member shall have 10 Business Days to review the Subsequent Funding Capital Call Support Materials, during which it may ask such questions and clarifications as may be reasonably necessary to confirm the Capital Call Conditions have been satisfied and that otherwise the Company is in compliance with this Agreement (such 10 Business Day period, the “Subsequent Funding Capital Call Review Period”).

(iv)Subject to the satisfaction of each Capital Call Condition at or prior to the date on which the applicable Capital Contribution is to be made (or with respect to an applicable Preferred Member, waived by such Preferred Member), each Preferred Member shall make Capital Contributions in accordance with the instructions in each Capital Call on the date specified therein, which date shall not be less than 10 Business Days following the Subsequent Funding Capital Call Review Period. Notwithstanding the foregoing, in no event shall the OIC Member be obligated to fund a Capital Call unless the making of Capital Contributions with respect thereto have received final approval of the OIC Member’s equity investment committee.

(e)For the avoidance of all doubt, any obligation of the OIC Member to make Capital Contributions with respect to any Capital Call shall be subject to the receipt by such OIC Member of final approval to make such Capital Contributions by the OIC Member’s equity investment committee. Except as set forth in this Section 4.2(e), there shall be no recourse by the Company or the Energy Vault Member against the OIC Member for failure to fund a Capital Call due to failure to obtain any such final approval or otherwise. The sole recourse of any of the parties hereto in respect of the OIC Member failing to make a Capital Contribution in respect of a Capital Call shall be (i) the Company may at any time thereafter, at its option, transfer to the Energy Vault Member or any of its Affiliates, for no consideration, the assets of the Company relating solely to the Capital Call Project for which OIC Member failed to make any Capital

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Contribution that were identified as for such Capital Call Project at the time of their contribution to the Company or when or as acquired in accordance with the Annual Budget or Development Expenditure Budget (in each case, as reasonably demonstrated on the books and records of the Company), and (ii) the allowance of the Energy Vault Member and its Affiliates (other than the Company and its Subsidiaries) to pursue the Capital Call Project independent of and outside of the ownership by the Company. If the OIC Member’s equity investment committee declines to give final approval to three proposed Capital Calls that otherwise meet all applicable conditions for such Capital Calls, Energy Vault’s obligations to present project opportunities to the Company shall cease.

(f)Notwithstanding the minimum capital call requirements (e.g., $25,000,000) and the processes and conditionality with respect to the fundings of the Tranche 2 Commitment and Subsequent Funding Commitment, the Company and OIC Member may mutually agree, subject to final approval of OIC Member’s equity investment committee, for OIC Member to make Capital Contributions to the Company of up to $5,000,0000 or an amount agreed to by OIC Member for the purpose of supporting development expenses in accordance with the then-applicable or to be revised and mutually agreed Development Expenditure Budget. Any such Capital Contributions made by the OIC Member pursuant to this Section 4.2(f) shall first reduce any remaining Tranche 2 Commitment (but not below $0), and then, to the extent not used in reducing the Tranche 2 Commitment, the Subsequent Funding Commitment (such that immediately following such reduction the sum of all Capital Contributions made by OIC Member, any remaining Tranche 2 Commitment and any remaining Subsequent Funding Commitment equals the Preferred Members Capital Commitment.

Section 4.3Use of Proceeds.

(a)General. Capital Contributions made by the Preferred Members in respect of the Series A Preferred Units may be used, subject to conformity with then applicable Approved Company Budgets and otherwise in accordance with this Agreement, for the following purposes, without limitation:

(i)funding construction equity of energy storage projects and payment of each of the Tranche 1 Recapitalization, and Tranche 2 Recapitalization, as applicable;

(ii)acquisitions and/or similar exclusive arrangements to acquire or jointly develop energy storage projects (either via development fee agreements or development expense reimbursement);

(iii)minority investments in energy storage projects; provided that such investments are structured to be senior in right of payment to the other equity invested in the project or have preferential terms surrounding distribution of ITC-related proceeds upon completion;

(iv)up to the lower of (A) $20,000,000.00 in the aggregate and (B) one-third of the Capital Contributions funded pursuant to a Capital Call may be used for funding development or acquisition of energy storage projects deemed investable in accordance with the methodology set forth on Exhibit E prior to a full notice to proceed (which limit shall be refreshed upon any such project reaching notice to proceed);

(v)funding fees and expenses related to any transaction or arrangement contemplated by clauses (i) through (iv) above;

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(vi)normal course third-party bonding or security requirements associated with an EPC Contract or other service providers; and

(vii)payments pursuant to the Tax Sharing Agreement.

Section 4.4Return of Capital Contributions. Except as provided in Article 5 and Article 8, a Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

Section 4.5Advances by Members. Subject to Section 3.4(b), any Member may, with the consent of the Board, advance (as a loan and not as a Capital Contribution) monies to or on behalf of the Company on such terms as the Board and such Member mutually agree.

Article 5 DISTRIBUTIONS; ALLOCATIONS

Section 5.1Preferred Distributions.

(a)Commencing on the Series A Original Issue Date and ending on the date on which the applicable Series A Preferred Unit(s) have been redeemed in full pursuant to Article 8, the holders of Series A Preferred Units shall be entitled to receive cumulative preferential distributions in respect of such Series A Preferred Units (“Preferred Distributions”), which shall be paid as set forth in this Section 5.1 on each Preferred Distribution Payment Date, in the applicable amount set forth in this Section 5.1. Preferred Distributions shall accrue daily on the sum of the Par Amount and all Preferred PIK Amounts for each such Series A Preferred Unit at the Preferred Distribution Rate.

(b)Subject to Section 8.8, Preferred Distributions that accrue during the Optional PIK Period shall, at the election of the Board, either (i) be paid in cash (“Preferred Cash Distributions”) or (ii) be paid in kind and be Preferred PIK Amounts. If the Company fails to make such election prior to the applicable Preferred Distribution Payment Date, such Preferred Distributions shall be paid in kind and be Preferred PIK Amounts.

(c)Subject to Section 8.8, Preferred Distributions that accrue following the Optional PIK Period shall, at the election of the Board, either (i) be paid in cash and be Preferred Cash Distributions or (ii) be paid in kind and be Preferred PIK Amounts; provided that at least two-thirds of the Preferred Distributions that accrue during any Preferred Distribution Period following the Optional PIK Period shall be paid in cash and be Preferred Cash Distributions and no more than one-third of the Preferred Distributions that accrue during any Preferred Distribution Period following the Optional PIK Period shall be paid in kind and be Preferred PIK Amounts. If the Company fails to make such election prior to the applicable Preferred Distribution Payment Date, two-thirds of such Preferred Distributions for the applicable Preferred Distribution Period shall be paid in cash and be Preferred Cash Distributions and one-third of such Preferred Distributions for the applicable Preferred Distribution Period shall be paid in kind and be Preferred PIK Amounts.

(d)Any Preferred Cash Distributions shall be payable by wire transfer of immediately available funds on the applicable Preferred Distribution Payment Date to the Preferred Members; provided that if such Preferred Distribution Payment Date is not a Business Day, such payment shall be payable on the next succeeding Business Day. Preferred PIK Amounts will be compounded, effective immediately before 5:00 p.m. Los Angeles, California

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time on the related Preferred Distribution Payment Date, with any prior Preferred PIK Amounts of such Series A Preferred Unit by adding to the sum thereof. Such compounding will occur automatically upon the Preferred Distribution Payment Date with respect to such Preferred PIK Amounts without the need for any action on the part of the Company, the Board or any other Person.

Section 5.2Common Distributions. For so long as any Series A Preferred Units remain outstanding, no distributions (other than Pre-Investment ITC Amounts) shall be declared or paid in respect of any Common Units. It is acknowledged and agreed that the Company may distribute Pre-Investment ITC Amounts to the holders of Common Units at any time; provided any such distribution is made promptly following the receipt by the Company (or its Subsidiaries) thereof, and it is likewise acknowledged that the Company may not distribute proceeds from the issuance of tax equity or sale or transfer of ITCs other than the Pre-Investment ITC Amounts to the holders of Common Units at any time the Series A Preferred Units remain outstanding; provided further that for the avoidance of doubt, payments pursuant to the Tax Sharing Agreement shall not be deemed to be distributions in respect of the Common Units for purposes of this Section 5.2. At any time following the redemption in full of the Series A Preferred Units, the Board may, in its sole discretion, make distributions of cash and other property to Members holding Common Units, pro rata in accordance with the number of Common Units owned by each such Member, at any time or from time to time.

Section 5.3Limitation Upon Distributions. No distribution shall be declared and paid if such distribution would violate the Act.

Section 5.4Withholding and Other Tax Payments by the Company. The Company may withhold from distributions (or portions thereof) if it is required to do so by any applicable Law, and each Member hereby authorizes the Company to withhold or pay on behalf of or with respect to such Member any amount of taxes that the Board determines, in good faith, that the Company is required to withhold or pay with respect to any amount distributable to such Member pursuant to this Agreement. For all purposes under this Agreement, any amounts withheld or paid with respect to a Member pursuant to this Section 5.4 shall offset any distributions to which such Member is entitled concurrently with such withholding or payment and shall be treated as having been distributed to such Member pursuant to this Section 5.4 at the time such offset is made. To the extent that the amount of such withholding or payment exceeds the distributions to which such Member is entitled concurrently with such withholding or payment, the amount of such excess (1) shall be promptly paid to the Company by the Member on whose behalf such withholding or payment is required to be made; provided, however, that any such payment shall not be treated as a Capital Contribution and shall not reduce the amount that a Member is otherwise obligated to contribute to the Company, or (2) to the extent not so paid, shall be considered a loan from the Company to such Member, with interest accruing at the greater of (i) the applicable underpayment rate for such period, as specified in Section 6621 of the Code, and (ii) the primary rate of interest then publicly quoted by J.P. Morgan Chase & Co. until paid or satisfied in full, and shall offset and be satisfied out of distributions to which such Member would otherwise be subsequently entitled (and to the extent satisfied out of such distributions, such amounts shall be treated as distributed to such Member at the time of such satisfaction). Any determinations made by the Board pursuant to this Section 5.4 shall be binding upon the Members; provided that advanced notice of any withholding obligation with respect to a Preferred Member (except as a result of a failure to deliver a valid U.S. Internal Revenue Service Form W-9) shall be provided to such Preferred Member, and the Board and such Preferred Member shall discuss and work in good faith to limit any such withholding obligation to the extent permitted under applicable law. Each Member shall furnish to the Company on or prior to its admission as a Member, a valid U.S. Internal Revenue Service Form W-9 (and shall provide an updated U.S. Internal Revenue Service Form W-9, as applicable, as necessary in the event the previously provided form ceases to be valid).

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Section 5.5Closing Member Indebtedness. As of the Effective Date, certain Subsidiaries of the Company have Indebtedness obligations to Energy Vault Member (or an Affiliate of Energy Vault Member, other than the Company and its Subsidiaries) (the “Closing Member Indebtedness”). While any Preferred Units remain outstanding, neither the Company, nor any Subsidiary of the Company shall make any payment in satisfaction of the Closing Member Indebtedness except to the extent of the Pre-Investment ITC Amounts (but only if and when received), the Tranche 1 Recapitalization (but only if any when such amounts are entitled to be paid) and the Tranche 2 Recapitalization (but only if and when such amounts are entitled to be paid). Upon the reasonable request of OIC Member, Energy Vault Member shall enter into a customary subordination agreement subordinating rights to the payment of the Closing Member Indebtedness to the distribution rights of the Series A Preferred Units, other than to the extent set forth in this Section 5.5.

Article 6 TRANSFERS

Section 6.1General Rules.

(a)No Member may Transfer all or any portion of its Units (or permit to occur with respect to such Member a Transfer) without (i) obtaining the advance written approval of the Board (except in the case of (A) a Permitted Transfer, (B) a Transfer to the Company or another Member by a Preferred Member, or (C) a Transfer by a Preferred Member following a Failed Process or invocation of the Springing Governance Rights), and (ii) otherwise complying with the terms of this Article 6. Any attempted Transfer that is not in accordance with this Article 6 shall be, and is hereby declared, null and void ab initio.

(b)For so long as any Series A Preferred Units remain outstanding, no Member shall Transfer all or any of its Preferred Units to any transferee that (i) is not a “United States person” (within the meaning of Code Section 7701(a)(30)) that is able to provide a valid U.S. Internal Revenue Service Form W-9, unless and until the Springing Governance Rights have been invoked, or (ii) is a Prohibited Foreign Entity.

(c)The Members agree that a breach of the provisions of this Article 6 may cause irreparable injury to the Company and the Members for which monetary damages (or other remedy at law) are inadequate in view of (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Person to comply with such provisions and (ii) the uniqueness of the Company’s business and the relationship among the Members. Accordingly, the Members agree that the provisions of this Article 6 may be enforced by specific performance, injunction or other equitable relief.

Section 6.2Conditions to Transfers; Continued Applicability of Agreement.

(a)As a condition to any Transfer permitted under this Agreement (including Permitted Transfers), any transferee of Units shall be required to become a party to this Agreement, by executing (together with such Person’s spouse, if applicable) an Adoption Agreement. If any Person acquires Units from a Member in a Transfer, notwithstanding such Person’s failure to execute an Adoption Agreement in accordance with the preceding sentence (whether such Transfer resulted by operation of law or otherwise), such Person shall be bound by and such Units shall be subject to this Agreement as if such Units were still held by the transferor. Any Preferred Member that Transfers Units prior to the satisfaction in full of its portion of the Preferred Members Capital Commitment shall, for the avoidance of doubt, remain liable for such Preferred Members Capital Commitment amount notwithstanding such Transfer unless the Company accepts (not to be unreasonably withheld) a binding commitment of such transferee to accept the obligation of such portion of the outstanding Preferred Members Capital

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Commitment. Notwithstanding anything to the contrary, the rights of the Preferred Members or OIC Member, including any rights granted to the Preferred Members or OIC Member hereunder by name shall not be assignable or otherwise transferable.

(b)No Units may be Transferred by a Person (other than pursuant to an effective registration statement under the Securities Act or pursuant to a Permitted Transfer) unless the transferee first delivers to the Company, at the transferring Member’s sole cost and expense, evidence reasonably satisfactory to the Company (such as an opinion of counsel in customary form) to the effect that such Transfer is not required to be registered under the Securities Act; provided, however, that the Company, with the approval of the Board, may waive any requirement to deliver a legal opinion under this Section 6.2(b).

Article 7 MANAGEMENT; OFFICERS

Section 7.1Management by Directors.

(a)The Company shall be managed by “managers” (as such term is used in the Act) according to the remaining provisions of this Article 7. Except with respect to certain consent or approval requirements provided (i) in this Agreement and (ii) by non-waivable provisions of the Act, no Member by virtue of having the status of a Member shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. The “managers” are referred to as “Directors” throughout this Agreement. The business and affairs of the Company shall be managed by the Directors elected in accordance with Section 7.2 and acting exclusively through the Board of Directors of the Company (the “Board”) in accordance with this Agreement. To the extent that the Board designates Officers pursuant to Section 7.6, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company.

(b)In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, subject to any consent or approval of the Members expressly required by this Agreement and the other provisions of this Agreement, the Board shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.

Section 7.2Board of Directors.

(a)Composition; Initial Directors.

(i)The Board shall consist of natural persons who need not be Members or residents of the State of Delaware. Subject to the remaining provisions of this Section 7.2 and Section 8.8, the Board shall consist of four Directors, and the Directors shall be designated by Energy Vault Member, as follows: (A) two general appointees (the “General Directors”), (B) one appointee who shall be the current Head of Asset Vault to the extent there is one or shall otherwise be left vacant (the “GM Director”), and (C) one Independent Director pursuant to Section 7.2(b). The General Directors shall initially be Akshay Ladwa and Marco Terruzzin, the GM Director shall initially be vacant, and the Independent Director shall initially be vacant. Energy Vault Member hereby ratifies and appoints the foregoing individuals as Directors as of the Effective Date. In the event that the foregoing Board designation rights are not fully exercised, the Board shall consist of the number of individuals actually designated pursuant to this Section 7.2(a)(i) or Section 8.8. Each Director shall have one vote.

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(ii)Each individual designated to serve on the Board in accordance with this Section 7.2 or Section 8.8 shall serve until (A) a successor is duly designated by the Person or Persons authorized to designate such Director, (B) until his removal in accordance with Section 7.2(d) or Section 8.8, or (C) his earlier voluntary resignation, retirement, death or disability, as applicable; provided that the GM Director shall automatically be deemed removed as the GM Director if such Person’s employment, consulting or contractual arrangement with the Company is terminated.

(iii)The chairperson of the Board (the “Chairman”), if any, shall be designated by General Directors. The Chairman shall preside at all meetings of Members and the Board and shall perform such other duties as from time to time may be assigned by the Board.

(b)Independent Director.

(i)Until the earlier of (x) the consummation of a Forced Sale resulting in cash proceeds that are sufficient to, and actually used to, redeem in full the Series A Preferred Units at the Redemption Price, and (y) the redemption in full of the Series A Preferred Units in accordance with this Agreement, there shall be one Independent Director.

(ii)Notwithstanding anything to the contrary in this Agreement or under applicable law, the Company shall not, without the prior consent of the Independent Director, take any action to:

(A)file or consent to the filing of a voluntary petition for relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency or similar law (a “Voluntary Bankruptcy Action”); or

(B)otherwise authorize or approve any Voluntary Bankruptcy Action.

(iii)The Independent Director shall not be removed or replaced, except for cause or as required under applicable law. Any resignation of the Independent Director shall not be effective without two Business Days’ prior written notice to the Members accompanied by evidence that the replacement Independent Director satisfies the applicable terms and conditions hereof and of any other applicable organizational documents. In the case of any other removal, replacement, or the death of the Independent Director, the Company shall appoint a new Independent Director as quickly as practicable.

(iv)The Independent Director shall have no management authority, voting rights, duties or responsibilities with respect to the Company or the Board (and shall not be entitled to participate in or receive notice of meetings other than as expressly contemplated by Section 7.2(f)) other than the right to approve or withhold approval of a Voluntary Bankruptcy Action.

(v)The Independent Director, in exercising its rights and performing their duties under this Agreement, shall have and owe to all Members (including Common Members) such fiduciary duties that a director of the Company would have to its shareholders if the Company were a corporation organized under the laws of the State of Delaware.

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(c)Vacancies. Any vacancy created by the death, disability, retirement, voluntary resignation or proper removal (i.e., removal in accordance with Section 7.2(d) or Section 8.8) of any individual designated under Section 7.2(a) (a “Former Director”) shall be filled by a Person designated by Energy Vault Member in accordance with Section 7.2(a)(i). If at any time all Director positions are vacant, and such vacancies remain for thirty consecutive days, the one of the General Director positions shall be deemed filled in accordance with the following progression: (i) the then-current Chief Executive Officer of Energy Vault Parent, (ii) the then-current Chief Operating Officer of Energy Vault Parent, (iii) the then-current Chief Revenue Officer (or equivalent) of Energy Vault Parent, (iv) the then-current General Counsel of Energy Vault Parent, it being understood that each progression is only utilized to the extent the positions in prior progressions are likewise vacant.

(d)Removal. Except as otherwise provided in this Section 7.2(d) or Section 8.8, a Director designated in accordance with Section 7.2(a) may not be removed from the Board during his or her term of office except by Energy Vault Member (it being understood and agreed that Energy Vault Member shall be permitted to designate a different natural person; provided that, in the case of the Independent Director, such replacement is an Independent Director). Without limitation of the foregoing, it is the expectation of the Members that Akshay Ladwa and Marco Terruzzin will continue to serve as Directors so long as they remain service providers of Energy Vault Member full time and in the same capacities as of the Effective Date and are willing and able to serve as such.

(e)Directors’ Indemnification and Insurance. The Company shall indemnify all of the Directors to the extent set forth in Section 10.2. The Company shall use its best efforts to obtain, effective as of the Effective Date, and thereafter at all times maintain directors’ and officers’ liability insurance policies on terms and in amounts reasonably satisfactory to the Board, and all of the Directors shall be included as insureds under such policies.

(f)Quorum; Required Vote for Board Action. Subject to the other voting and quorum requirements applicable to the Board contained in this Agreement, a quorum for the transaction of business at a meeting of the Board shall exist when at least a majority of the Directors (excluding the Independent Director for purposes of determining the number of Directors then in office and present at such meeting) then in office are present in person (including by telephone or other equivalent means pursuant to which all participants can hear all other participants) or represented by proxy thereat. Except as otherwise set forth in this Agreement, all decisions of the Board shall require the affirmative vote of the Directors having a majority of the votes held by the Directors present in person (including by telephone or other equivalent means pursuant to which all participants can hear all other participants) or represented by proxy at any meeting of the Board at which a quorum is present (excluding the Independent Director for purposes of determining the number of Directors then in office and present at such meeting). If a quorum is not present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting and such adjourned meeting shall be recalled immediately by the Chairman on at least three Business Days’ personal, written, or electronic notice (e.g., email) to each Director. Notwithstanding anything to the contrary in the foregoing and in accordance with Section 7.2(b)(iv), solely with respect to meetings discussing and actions regarding a Voluntary Bankruptcy Action with respect to the Company, a quorum for the transaction of business at such a meeting shall exist when at least a majority of the Directors then in office are present in person (including by telephone or other equivalent means pursuant to which all participants can hear all other participants) or represented by proxy thereat, and which majority includes the Chairman and the Independent Director, and all decisions of the Board at such a meeting with respect to a Voluntary Bankruptcy Action shall require the affirmative vote of the Directors having a majority of the votes held by the Directors present in person (including by telephone or other equivalent means pursuant to which all participants can hear all other

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(g)Meetings of the Board; Notices. The Board shall meet at least quarterly, unless otherwise approved by the Board. Regular meetings of the Board shall be held on such dates, and at such times and at such place or places within or without the State of Delaware, as shall be designated from time to time by the resolution of the Board. Special meetings of the Board may be called by the Chairman, if any, or by any two Directors, upon written notice. The Secretary shall give to the Directors at least three Business Days’ personal, written, or electronic notice (e.g., email) of any meetings of the Board, with such notice containing a statement of the purposes of any special meeting.

(h)Reimbursement; Compensation. All Directors shall be entitled to be reimbursed by the Company for their respective reasonable out-of-pocket costs and expenses incurred in the course of their services as Directors (including travel expenses).

(i)Committees of the Board.

(i)The Board may, by resolution passed by Directors having a majority of the votes of all of the Directors, designate one or more committees. Any such designated committee shall have and may exercise such of the powers and authority of the Board in the management of the business and affairs of the Company as may be provided in such resolution.

(ii)Any committee designated in accordance with this Section 7.2(i) shall choose its own chairperson, shall keep regular minutes of its proceedings and report the same to the Board when requested, shall fix its own rules or procedures (not inconsistent with the rules and procedures of the Board under this Agreement), and shall meet at such times and at such place or places as may be provided by such rules or procedures, or by resolution of such committee, except as otherwise provided in the resolution of the Board designating such committee. At every meeting of any such committee, the presence of the Directors holding a majority of the votes of all the members of such committee shall constitute a quorum, and the affirmative vote of the Directors having a majority of the votes of the members of such committee present in person (including by telephone) or represented by proxy at any meeting at which a quorum is present shall be necessary for the adoption of any resolution. If a quorum is not present at any meeting of a committee of the Board, the Directors present at such meeting may adjourn the meeting and such adjourned meeting shall be recalled immediately by the Chairman on at least three Business Days’ personal, written, or electronic notice (e.g., email) to each Director that is a member of such committee.

Section 7.3Board Observer. Prior to the redemption in full of the Series A Preferred Units, for so long as OIC Member (a) owns at least 50% of the Preferred Units initially acquired by OIC Member (adjusted for any Preferred Units redeemed by the Company pursuant to this Agreement), and (b) would not be deemed to be an “affiliate” of the Company under the precedent, policies, rules, and regulations promulgated by the Federal Energy Regulatory Commission as a result of such arrangement, the Company will permit and will invite two individuals designated from time to time by OIC Member (in such capacity, each, an “Observer”) to attend meetings of the Company’s Board and any committee thereof, whether such meetings are in-person, telephonic or otherwise, in a non-voting capacity, and the Company will provide to each Observer notices of all such meetings and copies of all materials provided to the members of the Board for such meeting when and as provided to the Directors, and shall provide to each Observer copies of any actions of the Board or any such committee to be taken by written consent no later than when and as such written consents are provided to the Directors

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for their execution; provided, however, that, in each case, each Observer shall hold in confidence all information so provided; and provided further, however, that, in each case, a majority of the members of the Board shall have the right to exclude any Observer from any meeting of the Board or portion thereof, or to omit any such information, if such members of the Board determine in good faith that such Observer’s access to any of the foregoing could adversely affect the attorney-client privilege between the Company or any of its Affiliates and its counsel or result in a material conflict of interest with the Company or any of its Affiliates. The Observers shall not be permitted to vote at any meeting of the Board or be counted for purposes of determining whether there is a sufficient quorum for the Board to conduct its business.

Section 7.4Meetings of the Members.

(a)Place of Meetings. All meetings of the Members shall be held at the principal office of the Company, or at such other place or places within or without the State of Delaware as shall be specified or fixed in the notices (or waivers of notice) thereof.

(b)Quorum; Required Vote for Member Action; Adjournment of Meetings. Except as expressly provided otherwise by this Agreement, or as may otherwise be required by any non-modifiable or non-waivable provision of the Act, the holders of a majority of the Common Units then outstanding and entitled to vote at such meeting of Members, present in person (including by telephone or other equivalent means pursuant to which all participants can hear all other participants) or represented by proxy thereat, shall constitute a quorum at any such meeting for the transaction of business, and the affirmative vote of a majority of those present shall constitute the act of the Members. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient Members to destroy the quorum.

(c)Record Date.

(i)The Secretary shall give to the Members at least 10 days personal, written, or electronic notice (e.g., email) of any meetings of the Members of the Company. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members, or any adjournment thereof, or entitled to consent to any matter, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days prior to the date of such meeting. If no record date is fixed by the Board, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived in accordance with this Agreement, the close of business on the day next preceding the day on which the meeting of Members is held.

(ii)A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(iii)If, in accordance with this Agreement, action without a meeting of Members is proposed to be taken in accordance with Section 7.4(c), the Board may fix a record date for determining Members entitled to consent in writing to such action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 10 days subsequent to the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a

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signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, its principal office, or to an Officer of the Company having custody of the book in which proceedings of meetings of Members are recorded.

(d)Control of Class. For so long as OIC Member holds at least 50% of the issued and outstanding Preferred Units, the approval, consent or authorization of OIC Member shall be deemed the approval, consent or authorization of the Preferred Members. For so long as Energy Vault Member holds at least 50% of the issued and outstanding Common Units, the approval, consent or authorization of Energy Vault Member shall be deemed the approval, consent or authorization of the Common Members.

Section 7.5Provisions Applicable to All Meetings. In connection with any meeting of the Board, any committee thereof or any meeting of the Members, the following provisions shall apply:

(a)Waiver of Notice Through Attendance. Attendance of a Person at such meeting (including attendance by telephone pursuant to Section 7.5(d)) shall constitute a waiver of notice of such meeting, except where such Person attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(b)Proxies. A Director or committee member may vote at a Board or committee meeting by a written proxy executed by that Person and delivered to another Director or committee member. A Member entitled to vote at a Members’ meeting may vote at a Members’ meeting by a written proxy executed by that Person and delivered to the Secretary. A proxy shall be revocable unless it is stated to be irrevocable.

(c)Action by Written Consent. Any action required or permitted to be taken at such a meeting may be taken without a meeting and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the Directors, members of a committee of the Board or the Members, as applicable, having not fewer than the minimum number of votes that would be necessary to take the action at a meeting at which all Directors, all members of the committee or all of the Members, as applicable, entitled to vote on the action were present and voted.

(d)Meetings by Telephone. Directors, members of any committee of the Board, or the Members, as applicable, may participate in and hold any meeting by means of conference telephone, video conference or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and the votes of any Directors, members of any committee of the Board, or the Members, as applicable, participating by conference telephone, video conference or similar communications equipment shall be given full effect. The Secretary shall facilitate such participation by each Director, committee member and Member by including in any notice of meeting conference telephone dial-in numbers, video conference links or similar information.

Section 7.6Officers.

(a)Officers. Subject to the authority of the Board, the day-to-day management and control of the Company, and its business and affairs shall be conducted or exercised by, or under the direction and authority of, the officers of the Company (the “Officers”). The Company may have such officers who hold such offices, may include those set forth in this Article 7, as may be determined from time to time by the Board. In addition to or in lieu of Officers, the Board may authorize any Person to take any action or perform any duties on

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behalf of the Company (including any action or duty reserved to any particular Officer) and any such Person may be referred to as an “authorized person”. An employee or other agent of the Company shall not be an authorized person unless specifically appointed as such by the Board.

(b)Election and Term. The names of certain initial Officers of the Company are as set forth in Section 7.6(c). The Board may remove and replace the Officers at such times as it deems advisable. The Board may elect, from time to time, such other Officers as the Board may determine, who may include a treasurer, a controller and one or more assistant treasurers and assistant secretaries. Each Officer shall serve until his or her successor is elected and qualified or until his or her earlier death, disability, retirement, voluntary resignation or proper removal.

(c)Duties. The duties and powers of the Officers shall be as follows:

(i)Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Company. He or she shall be primarily responsible for the general management of the business of the Company, for implementing the policies and directives of the Board and for effecting all orders and resolutions of the Board. The Chief Executive Officer shall have authority to make contracts on behalf of the Company in the ordinary course of the Company’s business, shall sign and deliver in the name of the Company any properly approved deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Company, except as otherwise delegated or provided by Law, shall preside at all meetings of the Members and the Board during the absence or inability of the Chairman, and shall perform such other duties as from time to time may be assigned by the Board.

(ii)Secretary. The Secretary, if the Company has a Secretary, shall attend all meetings of the Members, the Board and any committees of the Board, and shall prepare and maintain minutes or records of proceedings of all such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notice as may be required for all meetings of the Members, the Board and any committees of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the Board or the Chief Executive Officer.

(d)Compensation. Except for any fees, salaries or compensation expressly set forth in an employment agreement between the Company and an Officer, dated as of the Effective Date, no fees, salaries or compensation (including any severance) shall be awarded or paid to the Officers without the affirmative consent of the Board or in accordance with employment agreements, compensation or reimbursement policies adopted by the Board.

Article 8 REDEMPTION

Section 8.1Selection of Preferred Units to be Redeemed. If less than all of the Series A Preferred Units are to be redeemed at any time, the Series A Preferred Units shall be redeemed from each Preferred Member pro rata based on the aggregate Redemption Price of such Series A Preferred Units. If at any time the Company is required to redeem all of the Series A Preferred Units under the terms of this Agreement but is prohibited from doing so by applicable law, the Company shall redeem the maximum number of Series A Preferred Units that it may redeem consistent with applicable law, shall use commercially reasonable efforts to take such steps so as to remove such prohibitions and limitations so as to be able redeem all of the Series A Preferred Units and shall redeem the remaining Series A Preferred Units as soon as it may lawfully do so, in each case in accordance with the preceding sentence. Provisions herein that apply to Series A

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Preferred Units called for redemption also apply to portions of Series A Preferred Units called for redemption. To the extent the Series A Preferred Units are certificated, upon surrender of a Series A Preferred Unit certificate that is redeemed in part, the Company shall issue a new Series A Preferred Unit certificate in accordance with Section 8.2(e).

Section 8.2Notice of Redemption. Subject to Section 8.1, the Company shall deliver a notice of redemption (a “Redemption Notice”) not more than 60 days nor less than 10 days before the applicable Redemption Date to each Preferred Member holding Series A Preferred Units to be redeemed. The notice shall identify the Series A Preferred Units to be redeemed (by holder thereof and in the aggregate) and shall state:

(a)the section of this Agreement pursuant to which the redemption shall occur;

(b)the Redemption Date;

(c)the Redemption Price of the Series A Preferred Units to be redeemed (individually and in the aggregate);

(d)solely in the case of a redemption pursuant to Section 8.7, if the Company is prohibited by applicable law from redeeming all of the Series A Preferred Units as required by Section 8.1, the portion of Series A Preferred Units to be redeemed on the Redemption Date;

(e)if the Series A Preferred Units are certificated, that the certificate representing the Series A Preferred Units, if any, called for redemption must be surrendered to the Company to collect the Redemption Price, the manner in which any such certificate(s) are to be surrendered to the Company and that, after the Redemption Date upon surrender of such Series A Preferred Units, a new certificate for such Series A Preferred Units equal to the unredeemed portion of the original Series A Preferred Units, if any, will be issued in the name of the Preferred Member upon cancellation of the original certificate representing such Series A Preferred Units;

(f)that, unless the Company defaults in making such redemption payment, any Series A Preferred Units called for redemption that are redeemed in full by the Company shall cease to accrue Preferred Distributions starting on and from the Redemption Date; and

(g)solely in the case of an optional redemption pursuant to Section 8.6, any condition precedent to such redemption in accordance with Section 8.3.

Section 8.3Conditions Precedent.

(a)Solely in the case of optional redemption in accordance with Section 8.6, such Redemption Notice, and the related redemption, may, at the Company’s discretion, be subject to one or more conditions precedent relating to the Company, including upon completion of any financing (equity, debt or otherwise) or other company transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such Redemption Notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed (but not more than 90 days) until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date as stated in such notice, or by the Redemption Date as so delayed. The Company may provide in such Redemption Notice that payment of the Redemption Price and performance of the Company’s obligations in connection with such redemption may be performed by another Person; provided that the Company shall not, in any event, be relieved of

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any of its obligations under such redemption except to the extent actually performed or satisfied by such other Person upon the same terms as would be applicable to the Company hereunder.

(b)Any redemption pursuant to Section 8.6 and Section 8.7 shall be made pursuant to the provisions of Section 8.1 through Section 8.5.

Section 8.4Effect of Redemption Notice. Once a Redemption Notice is delivered to the Preferred Member in accordance with Section 8.2 hereof, the Redemption Price of the Preferred Units called for redemption shall become irrevocably due and payable upon the Redemption Date; provided that in the event that a Redemption Notice given in the case of an optional redemption in accordance with Section 8.6 sets forth any conditions precedent to such redemption as permitted by Section 8.3, the obligation of the Company to pay the Redemption Price (as it may be increased in accordance with the terms of this Agreement) shall be subject to the satisfaction of such conditions by the Redemption Date as stated in such Redemption Notice or by the Redemption Date as so delayed in accordance with Section 8.3. The Redemption Notice, if validly delivered, mailed or caused to be mailed in accordance with Section 13.4, shall be conclusively presumed to have been given.

Section 8.5Deposit of Redemption Price.

(a)The aggregate Redemption Price will be due and payable, and paid in cash by wire transfer of immediately available funds, to the respective Preferred Member on the applicable Redemption Date to an account designated in writing by the applicable Preferred Member. Prior to 5:00 p.m. Los Angeles, California time on the Redemption Date, the Company shall deposit with each Preferred Member money sufficient to pay the Redemption Price of all Series A Preferred Units of such Preferred Member to be redeemed on that Redemption Date. Any dispute as to the aggregate Redemption Price that is due and payable shall be resolved in accordance with Section 3.7(b).

(b)On and after the payment in full of the Redemption Price on the Redemption Date, Preferred Distributions shall cease to accrue on the Series A Preferred Units redeemed in full on such Redemption Date. If the Redemption Price for any Series A Preferred Unit called for redemption is not be paid in full on such Redemption Date, for any reason, without prejudice to any other rights or remedies that a Preferred Member may have at Law or in equity, such Series A Preferred Unit shall continue to be outstanding and shall entitle the Preferred Member to all of the rights, interests, powers, designations, preferences, protections, distributions, dividends and relative participating, optional or other special rights, qualifications, limitations or restrictions with respect thereto and, without limitation of the foregoing, Preferred Distributions shall continue to accrue thereon and the Redemption Price shall be adjusted to reflect the accrual of any such additional Preferred Distributions until such Series A Preferred Units are redeemed in full.

Section 8.6Optional Redemption. At any time following the Effective Date, the Company may, at its option, redeem some or all of the Series A Preferred Units for cash by wire transfer in immediately available funds, at the Redemption Price for the applicable Series A Preferred Units to be redeemed. Upon any Series A Preferred Unit receiving aggregate distributions in an amount sufficient to result in such Series A Preferred Unit receiving its Redemption Price, such Series A Preferred Units shall automatically be deemed to have been redeemed pursuant to this Section 8.6 and such Series A Preferred Unit shall no longer be outstanding for any purpose.

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Section 8.7Mandatory Redemption.

(a)Immediately prior to or in connection with the consummation of a Sale Transaction or the occurrence of any Mandatory Redemption Event, the Company shall redeem all of the then-outstanding Series A Preferred Units for cash by wire transfer in immediately available funds, at the Redemption Price.

(b)Without limiting the other provisions of this Agreement, the Company shall use its reasonable best efforts to effect any redemption of the applicable Series A Preferred Units pursuant to this Section 8.7 on the applicable Redemption Date. In the event that all such Series A Preferred Units are not redeemed on the applicable Redemption Date, the Company shall continue to use such reasonable best efforts, and at any time thereafter when additional funds of the Company are legally available to redeem such Series A Preferred Units in accordance with the Act, the Company shall immediately use such funds to redeem the balance of the Series A Preferred Units that the Company became obligated to redeem on the Redemption Date (but which it has not yet redeemed) at the Redemption Price.

Section 8.8Forced Sale.

(a)Forced Sale. At any time on or following (i) the sixth anniversary of the Effective Date, or (ii) the occurrence of a Default Forced Sale Remedy, to the extent that the Series A Preferred Units have not been redeemed in full, OIC Member may direct the Company to engage in a process in accordance with this Section 8.8 by delivering written notice to the Company (such notice, a “Forced Sale Notice”). Upon the Company’s receipt of a Forced Sale Notice and otherwise subject to Section 8.8(b), the Company shall use its reasonable best efforts to promptly commence and diligently pursue a process (including selecting a nationally recognized investment banking firm having experience in the industry in which the Company is engage to assist the Company in such process) to (i) sell all of the Units and other Equity Securities of the Company, (ii) sell substantially all of the business assets of the Company, including substantially all of the Equity Securities of its Subsidiaries, or (iii) otherwise engage in any Sale Transaction or financing transaction that would result in the redemption in full of the Series A Preferred Units (each, a “Forced Sale”). In connection with any Forced Sale process controlled by OIC Member following the occurrence of the Springing Governance Rights, OIC Member shall use good faith efforts to structure any Forced Sale to avoid ITC recapture. If, following the occurrence of the Springing Governance Rights, the Board approves a Forced Sale (a “Springing Governance Forced Sale”), each Common Member shall take all actions in connection with the consummation of such approved Forced Sale as reasonably requested by the Board, including, the execution of such agreements, documents, instruments and other actions reasonably necessary to consummate the Sale Transaction and, solely to the extent required, voting in favor of or otherwise consent to and approving such Sale Transaction. Each Common Member hereby appoints the secretary of the Company (as designated by the Board following invocation of the Springing Governance Rights) as such Common Member’s proxy and attorney-in-fact with respect to all Common Units held by such Common Member solely to vote such Common Units in favor of a Springing Governance Forced Sale and to take such actions necessary to carry out the effects of this Section 8.8(a). The foregoing grant of proxy and attorney-in-fact are coupled with an interest and shall be irrevocable through the term of this Agreement. It is the intent of the Members that each Common Member shall not have any right to vote on or otherwise consent to a Springing Governance Forced Sale, and each Common Member hereby waives any dissenter’s rights, appraisal rights or similar rights with respect to any Springing Governance Forced Sale.

(b)Accelerated Forced Sale. If at the end of the Availability Period, no Capital Contributions have been funded with respect to the Tranche 2 Commitment or the Subsequent Funding Commitment, to the extent that the Series A Preferred Units have not been

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redeemed in full, OIC Member may direct the Company to either, at the Company’s option, (i) redeem in full the Series A Preferred Units pursuant to Section 8.6 or (ii) engage in a Forced Sale or a refinancing of OIC Member’s Capital Contributions with respect to the then-outstanding Series A Preferred Units held by OIC Member, by delivering a Forced Sale Notice to the Company.

(c)Remedies. If the Company fails to consummate a Forced Sale within nine months following receipt of the Forced Sale Notice (such failure, a “Failed Process”), then, notwithstanding anything to the contrary in this Agreement, any or all or a combination of the following may occur at the election of OIC Member (for the avoidance of doubt, clauses (i) and (ii) of this Section 8.8 shall occur automatically upon a Failed Process) until the Series A Preferred Units have been redeemed in full: (i) the Preferred Distribution Rate shall be increased by [***]% and Preferred Distributions shall become fully payable in cash on each Preferred Distribution Payment Date thereafter; (ii) the MOIC in prong (a) within the definition of Base Return shall be increased by [***]x (e.g., from [***]x to [***]x) with respect to any Series A Preferred Units not redeemed prior to the Failed Process; and (iii) OIC Member may remove, replace, designate and/or appoint a majority of the Directors to the Board until the earlier of (x) the consummation of a Forced Sale resulting in cash proceeds that are sufficient to, and actually used to, redeem in full the Series A Preferred Units at the Redemption Price, and (y) the redemption in full of the Series A Preferred Units in accordance with this Agreement (such right to designate Directors, the “Springing Governance Rights”).

(d)Redemption Following Forced Sale. In connection with any Forced Sale consummated in accordance with this Section 8.8, the Company shall promptly following such Forced Sale use any available funds received from the Forced Sale to first redeem the outstanding balance of the Series A Preferred Units at the Redemption Price.

(e)Fiduciary Duties. From and after the delivery of a Forced Sale Notice until all Series A Preferred Units are redeemed in full in cash in accordance with this Agreement and with the express intent to override Section 9.6(a), all Directors, including for the avoidance of doubt each then-seated Director, subsequent seated Director and any Director appointed in accordance with the invocation of the Springing Governance Rights, shall have and owe to all Members (including Common Members) such fiduciary duties that a director of the Company would have to its shareholders if the Company were a corporation organized under the laws of the State of Delaware.

Section 8.9No Conversion; Effect of Redemption. Preferred Units shall not be convertible, converted, exchanged, reclassified or restructured into any other securities of the Company or any other Person. Any Series A Preferred Units that are redeemed or otherwise acquired by the Company in accordance with this Agreement shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Upon the redemption of any Series A Preferred Units in accordance with this Agreement, the former holder thereof shall cease to have any rights with respect to such Series A Preferred Units, including any rights granted to a holder of Series A Preferred Units hereunder by name (for example, rights of OIC Member), but solely with respect to such redeemed Series A Preferred Units.

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Article 9 ADDITIONAL COVENANTS

Section 9.1Reports. The Company shall deliver the following reports and information to OIC Member, for so long as OIC Member, directly and/or indirectly through its Affiliates, holds Series A Preferred Units:

(a)(i) Beginning with the fiscal year ending December 31, 2026, if the Company is then treated as a member of a consolidated group of which Energy Vault Parent is the common parent pursuant to GAAP, as soon as available and in any event within 45 days after the audited consolidated and consolidating balance sheet of Energy Vault Parent (the “Energy Vault Parent Audit”) is finalized for each Fiscal Year, and solely to the extent that the Company and its Subsidiaries is not subject to segment reporting in the Energy Vault Parent Audit, an audited consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and the related audited consolidated and consolidating statements of operations, members’ equity and cash flows for such Fiscal Year, and (ii) if the Company is not so treated as a member of such consolidated group, as soon as available and in any event within 90 days after the end of each Fiscal Year, an audited consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and the related audited consolidated and consolidating statements of operations, members’ equity and cash flows for such Fiscal Year, in each case setting forth in each case in comparative form the figures for the previous Fiscal Year, prepared in accordance with GAAP applied on a consistent basis. For the avoidance of doubt, within 90 days after December 31, 2025, the Company shall deliver to OIC Member an audited consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of the Fiscal Year then ended and the related audited consolidated and consolidating statements of operations, members’ equity and cash flows for the period beginning on the Effective Date though the end of such Fiscal Year.

(b)As soon as available and in any event within 45 days after the end of each Fiscal Year, an unaudited consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and the related unaudited consolidated and consolidating statements of operations, members’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, prepared in accordance with GAAP applied on a consistent basis.

(c)As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, an unaudited consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated and consolidating statements of operations, members’ equity and cash flows for such fiscal quarter (in each case, which shall be subject to revision at the end of the applicable Fiscal Year).

(d)As soon as available and in any event within 30 days after the end of each calendar month, an unaudited consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such fiscal month and the related unaudited consolidated and consolidating statements of operations, members’ equity and cash flows for such fiscal month (in each case, which shall be subject to revision at the end of the applicable Fiscal Year).

(e)In conjunction with each funding of any amount of the Tranche 1 Commitment, each funding of any amount of the Tranche 2 Commitment, and each funding of any amount of the Subsequent Funding Commitment, and within 45 days after the end of each fiscal quarter in which none of the foregoing fundings have occurred, an unaudited updated Energy Vault Holdings Inc cash flow forecast in materially the same format as [***] or as otherwise mutually agreed by EV Member and OIC Member.

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(f)Upon request, any other information reasonably requested by OIC Member; provided, however, that (i) there is a valid business purpose for requesting such information, (ii) the provision of such information does not unreasonably disrupt the business of the Company, and (iii) OIC Member keeps such information confidential in accordance with Section 9.5.

Section 9.2Inspection Rights; Visitation Rights.

(a)OIC Member, or its duly authorized representatives, shall be permitted, during normal business hours and upon reasonable advance notice to the Company, to (i) visit and inspect any of the properties of the Company and the Subsidiaries Controlled by the Company, including the books, records, contracts and agreements of the Company and the Subsidiaries Controlled by the Company for any proper purpose and make copies thereof, and (ii) meet or otherwise communicate with any of the officers or other members of key management of the Company and any of the Subsidiaries Controlled by the Company. All reasonable out-of-pocket costs incurred in such inspection will be borne by OIC Member.

(b)The provisions of Section 9.1 shall be in lieu of any rights which OIC Member may have with respect to the books and records of the Company and the Subsidiaries Controlled by the Company, or to inspect their properties or discuss their affairs, finances and accounts under the Laws of the jurisdictions in which they are incorporated.

Section 9.3Project Meetings. During the Availability Period, representatives of the Company and OIC Member shall meet at least quarterly per Fiscal Year (which meeting may be held by means of conference telephone, video conference or similar communications equipment) at a time mutually agreeable to the Company and OIC Member to discuss the project pipeline, market trends, and other commercial objectives of the Company, and including analysis of liquidity and working capital, and reconciliation of material expenditures.

Section 9.4Company Budgets.

(a)Initial Budget. As of the Effective Date, the Members have approved the operating budget for the Company and for each project Subsidiary for the remainder of fiscal year 2025 and fiscal year 2026 attached hereto as Exhibit G (the “Initial Budget”). As referenced in this Agreement, “Approved Company Budget” means the Initial Budget and any Annual Budget as updated in accordance with this Section 9.4.

(b)Preparation of Annual Budget. No later than November 15th of each fiscal year, commencing with fiscal year 2026, the Board shall prepare or cause to be prepared, for each fiscal year commencing with fiscal year 2026, a proposed operating budget for the Company and for each project Subsidiary for such fiscal year and the immediately following fiscal year (collectively, the “Annual Budget”). Upon final approval of an Annual Budget in its entirety by the Board, such Annual Budget shall be the Approved Company Budget for the subsequent fiscal year. In addition, the Annual Budget shall be reviewed (and, if necessary, revised) in connection with each Capital Call, including the seeking of any applicable input and advice of the OIC Member.

(c)Development Expenditure Budget. Any deviations from or changes to the Development Expenditure Budget shall require the prior written consent of OIC Member. The Board and OIC Member shall jointly review and mutually approve (if necessary to revise) the Development Expenditure Budget at least once per calendar quarter (ideally in conjunction with quarterly meetings of the Board) as well as in connection with each Capital Call.

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(d)Capital Call Project Budget. In connection with each Capital Call, as a condition thereto, a Capital Call Project-level budget (annual for the then-current and following year) is to be established and thereafter maintained for each Capital Call Project applicable to such Capital Call (each a “Capital Call Project Budget”). The Board and OIC Member shall jointly review and mutually approve (if necessary to revise) each Capital Call Project Budget at least once per calendar quarter (ideally in conjunction with quarterly meetings of the Board) as well as in connection with each subsequent Capital Call.

Section 9.5Confidentiality. The Preferred Members acknowledge that they may, as a result of their ownership of Units or their designees’ service on the Board (if applicable), receive information from or regarding the Company, any of its Subsidiaries, the other Members, or Affiliates of any of the foregoing in the nature of trade secrets or that otherwise is confidential, the release of which may be damaging to the Company, any of its Subsidiaries (including Persons with whom they may conduct business), the other Members, or Affiliates of any of the foregoing. Each Preferred Member shall hold in confidence, and not use for any purpose other than monitoring its investment in the Company, any information it receives regarding the Company, any of its Subsidiaries (including Persons with whom they may conduct business), the other Members, or Affiliates of any of the foregoing that is identified as, or would reasonably be expected to be, confidential, and shall not disclose it to any Person (other than another Member) except for disclosures (a) compelled by Law or required or requested by subpoena or request from a court, regulator or a stock exchange (provided, however, that the Member shall notify the Company or the Member affected by such disclosure, as applicable, promptly and prior to making such disclosure, if practicable, and shall disclose only that portion of such information required to be disclosed and shall use all reasonable efforts to preserve the confidentiality thereof); (b) to Affiliates, advisers or representatives of the Member (provided, however, that such Affiliates, advisors, or representatives are informed of the confidential nature of such information, and that the disclosing Member remains liable for any breach by its Affiliates, advisors and/or representatives); (c) of information that the Member also has received from a source independent of the Company, any of its Subsidiaries, any other Member, or Affiliates of any of the foregoing, as applicable, that the Member reasonably believes obtained that information without breach of any obligation of confidentiality to the Company or any of its Affiliates; (d) to any Person to which such Member Transfers or may Transfer any of its Units in compliance with this Agreement so long as the transferor first obtains a confidentiality agreement executed by the proposed transferee, with terms related to confidentiality at least as protective as this Section 9.5; (e) permitted by the Company or Member affected by such disclosure, as applicable; or (f) by any Member that is a private equity fund, hedge fund or institutional investor to its investors, potential investors, members, partners, or Affiliates so long as any recipient is made aware of the confidentiality nature of such information and subject to substantially similar confidentiality requirements. The Members agree that breach of the provisions of this Section 9.5 may cause irreparable injury to the Company or the other Members for which monetary damages (or other remedy at law) are inadequate in view of (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provisions and (ii) the uniqueness of the Company’s and each other Member’s business and the confidential nature of the information described in this Section 9.5. Accordingly, the Members agree that the provisions of this Section 9.5 may be enforced by specific performance, injunction or other equitable relief. The Company, other Members’ and their Affiliates’ right to seek specific performance, injunction or other equitable relief pursuant to this Section 9.5 will be in addition to any other remedies they may have at law or in equity. No waiver of any violation of this Agreement will be implied from any failure by the Company, other Members or their Affiliates to take action under this Section 9.5.

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Section 9.6Fiduciary Duties; Business Opportunities.

(a)Fiduciary Duties. Subject to Section 7.2(b)(v) and Section 8.8(e), to the fullest extent permitted by the Act, a Person, in performing his or her duties and obligations as a Director under this Agreement, shall serve in such capacity to represent the interests of the Member that designated such Director and be entitled to act or omit to act at the direction of the Members that designated such Person to serve on the Board of Directors, considering only such factors, including the separate interests of the Member that designated such Director and factors specified by such Member, as such Director chooses to consider. Notwithstanding anything to the contrary, any action of a Director or failure to act, taken or omitted in good faith reliance on the foregoing provision shall not, as between the Company and the other Members, on the one hand, and the Director or Members designating such Director, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent that such exists under the Act or any other applicable law, rule or regulation) on the part of such Director or Members or any other Director or Member. Subject to Section 7.2(b)(v) and Section 8.8(e), to the fullest extent permitted by the Act, none of the Directors shall owe any fiduciary duties to the Company or any of the Members; provided, however, that the Board of Directors shall act in accordance with the implied contractual covenant of good faith and fair dealing consistent with the terms of this Agreement.

(b)Right to Conduct Other Activities. Each Member acknowledges that:

(i)(A) Energy Vault Member and certain entities and persons that are Affiliates of Energy Vault Member and/or its Affiliates (including, without limitation other project companies Affiliated with Energy Vault Member), or in which the principals of such Persons have participated or currently participate (collectively, the “Energy Vault Affiliates”) and (B) the Preferred Members and certain entities and persons that are Affiliates of one or more Preferred Members and/or its Affiliates, or in which the principals of such Persons have participated or current participate (collectively, the “Preferred Member Affiliates”), in each case, have participated and will continue to participate in direct and indirect investments in corporations, limited liability companies, limited partnerships and other Persons (“Other Investment Entities”), including investments in Other Investment Entities that may engage in various aspects of the business conducted by the Company;

(ii)partners, members, managers, stockholder directors, officers, employees, agents or representatives of (A) any Energy Vault Affiliate (each of the foregoing being referred to as a “Energy Vault Person”) and (B) any Preferred Member Affiliates (a “Preferred Related Person”) may serve as directors, officers, managers and/or employees of Other Investment Entities; and

(iii)in view of Section 9.6(b)(i) and (ii) above, (A) the Energy Vault Affiliates and Energy Vault Persons, in connection with Energy Vault Member’s investment in the Company and the participation of the Energy Vault Persons as members, managers and/or directors of the Company (as applicable) and (B) any Preferred Member, its Affiliates, and each Preferred Related Person in connection with such Preferred Member’s investment in the Company and the participation of such Preferred Member and its Affiliates as members, managers and/or directors of the Company (as applicable), in each case, may have conflicts of interest, actual or potential.

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(c)Limitation of Liability. To the fullest extent permitted by Law, no Energy Vault Affiliate, Energy Vault Person, the Preferred Members or any Preferred Related Person shall be liable to the Company or its Subsidiaries:

(i)by reason of any business decision or transaction undertaken by such Energy Vault Affiliate, Energy Vault Person, the Preferred Members, their respective Affiliates or any Preferred Related Person in connection with an Other Investment Entity that may be adverse to the interests of the Company or its Subsidiaries;

(ii)by reason of any activity undertaken by such Energy Vault Affiliate, Energy Vault Person, the Preferred Members, their respective Affiliates, or any Preferred Related Person or Other Investment Entity that is in competition with the Company or its Subsidiaries; or

(iii)by reason of any transaction with such Energy Vault Affiliate, Energy Vault Person, the Preferred Members, their respective Affiliates, or any Preferred Related Person, or any transaction in which such Energy Vault Affiliate, Energy Vault Person, the Preferred Members, their respective Affiliates, or any Preferred Related Person shall have a financial interest, as applicable.

(d)Company Opportunities. Except for the obligations specifically set forth in Section 9.6(b)(i), nothing in this Agreement or the nature of the existing or any future relationship between any Director, Energy Vault Affiliate, Energy Vault Person, Preferred Member, Preferred Related Person or Other Investment Entity (each an “Energy Vault Party”), on the one hand, and the Company or any Member or Affiliate of any Member, on the other (whether such relationship is by reason of any Energy Vault Party acting as a lender, owner of equity interests, provider of products or services or otherwise), will prohibit any Energy Vault Party from engaging in any activity or business opportunity whatsoever for its own account or will require any Energy Vault Party to make any business opportunity available to the Company, in each case, even if such activity or business opportunity competes with any business conducted by the Company.

(e)Additional Provisions Related to Duties of Members.

(i)To the fullest extent permitted by the Act, a Person, in performing his duties and obligations as a Member under this Agreement, shall be entitled to act or omit to act considering only such factors, including the separate interests of such Member, as such Member chooses to consider, and any action of a Member or failure to act, taken or omitted in good faith reliance on the foregoing provisions shall not, as between the Company and the other Members, on the one hand, and the applicable Member, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent such exists under the Act or any other applicable Law) on the part of such Member to the Company or any other Member.

(ii)The Members (in their own names and in the name and on behalf of the Company) hereby waive to the fullest extent permitted by the Act, any duty or other obligation, if any, that a Member may have to the Company or another Member, pursuant to the Act or any other applicable Law, to the extent necessary to give effect to the terms of this Section 9.5.

(iii)The Members (in their own names and in the name and on behalf of the Company), acknowledge, affirm and agree that (A) the Members would not be willing to make an investment in the Company in the absence of this Section 9.5, and (B) they have reviewed and understand the provisions of §§18-1101(b) and (c) of the Act.

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Article 10 EXCULPATION AND INDEMNIFICATION

Section 10.1Exculpation.

(a)Without limiting Section 9.5, no Officer or authorized Person or any Officer or authorized Person who is or was serving at the request of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, authorized person, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be liable to the Company or any Member for monetary damages arising from any actions taken, or actions omitted to be taken, in his or her capacity as such except for (i) liability for acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of Law, (ii) liability with respect to any transaction from which such Person derived an improper personal benefit and (iii) liability from any breach of such Person’s duty of loyalty to the Company, as determined by a final, non-appealable order of a court of competent jurisdiction. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by Law, the Company or any Member, as applicable, shall bear the burden of establishing a prima facie case that an Officer or authorized person breached the standard of care set forth above in this Section 10.1. In addition, by resolution of the Board, the Company may, but is not obligated to, exculpate any employee or agent of the Company to the same degree that an Officer or authorized person is exculpated under this Section 10.1.

(b)Except as expressly set forth herein, each Member, in its sole and absolute discretion, may exercise or refrain from exercising any rights or privileges that such Member may have pursuant to this Agreement or the Related Agreements, or at law or in equity, and such Member shall not incur or be subject to any liability or obligation to the Company, any other Member, or any other Person, by reason of exercising or refraining from exercising any such rights or privileges.

Section 10.2Indemnification.

(a)Subject to the limitations set forth in this Article 10, each Indemnitee who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that it, or a Person of whom it is the legal representative, is or was an Indemnitee or while an Indemnitee is or was serving at the request of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, authorized Person, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be, except as permitted below in this Section 10.2(a) and except in connection with any Proceeding brought by or in right of the Company, indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) against any and all losses, claims, damages, interest, judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) arising in connection with such Proceeding, and indemnification under this Article 10 shall continue as to an Indemnitee who has ceased to serve in the capacity which initially entitled such Indemnitee to indemnity hereunder. Notwithstanding the foregoing, an Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction

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determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, gross negligence or willful misconduct. Any indemnification pursuant to this Section 10.2(a) shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b)TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 10.2(A), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS ARTICLE 10 ARE INTENDED BY THE MEMBERS TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE.

Section 10.3Advance Payment. The right to indemnification conferred in this Article 10 shall include the right to be paid or reimbursed by the Company all reasonable and documented out-of-pocket expenses incurred by a Person entitled to be indemnified under Section 10.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification.

Section 10.4Indemnification of Employees and Agents. The Company, by adoption of a resolution of the Board or entry into a written indemnification agreement approved by the Board, may, but shall not be obligated to, indemnify and advance expenses to an employee or agent of the Company who is not a Director, Officer or authorized person to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Directors, Officers and authorized persons under this Article 10.

Section 10.5Appearance as a Witness. Notwithstanding any other provision of this Article 10, the Company may, by adoption of a resolution of the Board, pay or reimburse expenses incurred by a Director, Officer, authorized person or Member in connection with its appearance as a witness or other participation in a Proceeding at a time when he or she is not a named defendant or respondent in the Proceeding.

Section 10.6Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article 10 shall not be exclusive of any other right that a Director, Officer, authorized person or other Person indemnified pursuant to this Article 10 may have or hereafter acquire by vote of the Board or by written indemnification agreement approved by the Board.

Article 11 TAX MATTERS

Section 11.1Tax Status. It is the intention of the Members (i) that the Company have in effect an election (effective as of the date of its formation) to be treated as a corporation for U.S. federal and applicable state and local income tax purposes pursuant to Treasury Regulations Section 301.7701-3(c) and (ii) that the Company be treated as a member of the affiliated group, within the meaning of Section 1504 of the Code, of which Energy Vault Parent (or its successor) is the common parent. At all times since formation, the Company has validly been classified as a corporation for U.S. federal and applicable state and local income tax purposes. Unless otherwise consented to in writing by the Board and a Majority Interest, neither the Company nor any Member shall revoke such election or otherwise cause the Company to be classified as other than a corporation for U.S. federal and any applicable state and local income tax purposes. The

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Members acknowledge that the Company has entered or will enter into the Tax Sharing Agreement.

Article 12 DISSOLUTION, WINDING-UP AND TERMINATION

Section 12.1Dissolution.

(a)General. Subject to Section 12.1(b), the Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”), and no other event shall cause the Company’s dissolution:

(i)Subject to Section 3.4(b)(iv), the approval of the Board and a Majority Interest; or

(ii)the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

(b)Continuance of the Company. To the maximum extent permitted by the Act, the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member shall not constitute a Dissolution Event and, notwithstanding the occurrence of any such event or circumstance, the business of the Company shall be continued without dissolution.

Section 12.2Winding-Up and Termination. On the occurrence of a Dissolution Event, the Board may select one or more Persons to act as liquidator or may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company property with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows:

(a)Accounting. As promptly as possible after dissolution and again after final winding-up, the liquidator shall cause a proper accounting to be made by the Accounting Firm of the Company’s assets, liabilities and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable.

(b)Satisfaction of Obligations. The liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities, contracts and other obligations of the Company (including all expenses incurred in winding up and any advances described in Section 4.5); provided, however, that the liquidator may establish one or more cash escrow funds (in such amounts and for such terms as the liquidator may reasonably determine) for the payment of contingent liabilities.

(c)Distribution of Assets. All remaining assets of the Company shall be distributed to the Members as follows:

(i)the liquidator may sell any or all Company property, including to the Members on arm’s length terms, and any resulting gain or loss from each sale shall be computed and allocated to the Members in accordance with the provisions of Article 5;

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(ii)the property of the Company shall be distributed:

(A)first, to the Preferred Members in an amount equal to the applicable Redemption Price as of such date; and thereafter

(B)to the Common Members, pro rata in proportion to their relative Percentage Interests.

All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, debts, liabilities, contracts and other obligations theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, debts, liabilities, contracts and other obligations shall be allocated to the distributee pursuant to this Section 12.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Section 12.3Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Board (or any Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware, terminate and cancel any other filings made pursuant to Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Article 13 GENERAL PROVISIONS

Section 13.1Attorneys’ Fees and Expenses. If any action, suit or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated under this Agreement, the prevailing party shall recover all of such party’s costs and attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions from such action, suit or other proceeding.

Section 13.2Books. To the extent required by the Act, the Company shall maintain or cause to be maintained complete and accurate records and books of account of the Company’s affairs at the principal office of the Company.

Section 13.3Bank Accounts. The Company may establish one or more separate bank and investment accounts and arrangements, which shall be maintained in the Company’s name with financial institutions and firms that the Board may reasonably determine. The Company shall not commingle the Company’s funds with the funds of any Member.

Section 13.4Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be delivered to the recipient in person, by courier or mail or by electronic or email transmission; and a notice, request or consent given under this Agreement is effective on receipt by the Person to receive it. Notices given by electronic or email transmission shall be deemed to have been received (a) on the day sent, unless the sender receives a “bounce back” notice that such electronic or email transmission was not delivered, if sent before or during

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normal business hours of any Business Day or (b) on the next Business Day if sent (i) after normal business hours on any Business Day or (ii) on any day other than a Business Day. All notices, requests and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Schedule 1 or Schedule 2, as applicable, or such other address as that Member may specify by notice to the other Members in accordance with this Section 13.4. Subject to Section 7.4(a), whenever any notice is required to be given by Law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 13.5Entire Agreement; Supersedure. This Agreement and any other agreements expressly mentioned herein constitute the entire agreement of the Members relating to the Company and supersede all prior contracts or agreements with respect to the Company, whether oral or written.

Section 13.6Effect of Waiver or Consent. No delay or omission to exercise any right, power or remedy accruing to any Person, upon any breach or default by any Person in the performance by that Person of its obligations with respect to the Company, shall impair any such right, power or remedy of such Person; nor shall it be construed to be a waiver of any such breach or default or an acquiescence in such breach or default or of any similar breach or default occurring after such breach or default; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after such breach or default. All remedies, whether under this Agreement or by Law or otherwise afforded to any party, shall be cumulative and not alternative.

Section 13.7Amendment or Restatement. Except as expressly set forth herein and subject to Section 3.4(b), this Agreement may be amended or restated, and any provision of this Agreement may be waived, only by a written instrument adopted, executed and agreed to by the Company (upon Board approval) and approval of the Members holding a Majority Interest (without limiting the foregoing, the Members hereby agree to be bound by any such amendment or waiver that by its terms is binding upon all of the Members); provided, however, that:

(a)the Company (with Board approval) may amend Schedule 1 or Schedule 2 without the consent of any Person to reflect new Members admitted in accordance with this Agreement, changes to the number of outstanding Units issued to any Member in accordance with this Agreement, changes to the notice addresses and other similar relevant information; and

(b)this Agreement shall not be amended without the consent of each Person adversely affected if such amendment would modify the limited liability of a Member or otherwise affect such Member disproportionately and adversely relative to the rights of other Members in respect of Units of the same class or series.

Subject to Section 3.4(b), the Certificate may be amended or restated only with the approval of the Company (upon Board approval) and approval of a Majority Interest. The Company shall provide copies of any amendment or restatement of this Agreement or the Certificate to the Members promptly (and, in any event, within three days) following its adoption in accordance with this Agreement.

Section 13.8Binding Effect. This Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and permitted assigns.

Section 13.9Governing Law; Submission to Jurisdiction. This Agreement is governed by and shall be construed in accordance with the Laws of the State of Delaware, excluding any conflict-of-laws rule or principle that might refer the governance or the construction of this

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Agreement to the Law of another jurisdiction. The Company and the Members (a) hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the District of Delaware, for the purpose of any suit, action or other proceeding arising out or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the courts of the State of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. THE MEMBERS WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE MEMBERS AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE MEMBERS TO IRREVOCABLY WAIVE TRIAL BY JURY, AND THAT ANY DISPUTE BETWEEN THEM RELATING TO THIS AGREEMENT SHALL INSTEAD BE TRIED BY A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY.

Section 13.10Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances shall be enforced to the greatest extent permitted by Law.

Section 13.11Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

Section 13.12Waiver of Certain Rights. Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

Section 13.13Counterparts. This Agreement may be executed in any number of counterparts, including facsimile counterparts and counterparts executed in portable document format (PDF) or with electronic signatures, with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

Section 13.14Non-Recourse. This Agreement may only be enforced against, and any claim based upon, arising out of, or related to this Agreement or the negotiation, execution or performance of this Agreement may only be brought against, the Persons expressly party hereto, and then only with respect to the specific obligations set forth herein or therein with respect to such Persons. For further clarity, no past, present or future director, officer, employee, incorporator, manager, member, partner, equityholder, Affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any Member under this Agreement or for any claim based on, in respect of or by reason of the transactions contemplated hereby or thereby. Without limiting the foregoing, to the extent permitted by Law, (a) each Person party hereto hereby waives and releases all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the legal entity form of

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any Person party hereto or otherwise impose liability of any Person party hereto on any other Person, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Person party hereto disclaims any reliance upon any other Person not party hereto with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Section 13.15Use of OIC Member Name and Information. Neither the Company nor Energy Vault Member shall use or mention the name of OIC Member (or its Affiliates) or use their logos or trademarks in any press release or marketing materials without the prior written consent of OIC Member, except for uses required by Law or required or requested by subpoena or request from a court, regulator or a stock exchange. The Company and the Energy Vault Member shall hold in confidence and not use for any purpose other than with respect to OIC Member’s investment in the Company, any information they receive regarding OIC Member that is identified as, or would reasonably be expected to be, confidential, and shall not disclose it to any Person (other than another Member) except for disclosures (a) compelled by Law or required or requested by subpoena or request from a court, regulator or a stock exchange (provided, however, that the OIC Member shall be notified promptly and prior to making such disclosure, if practicable, and shall disclose only that portion of such information required to be disclosed and shall use all reasonable efforts to preserve the confidentiality thereof); (b) to Affiliates, advisers or representatives of the Company or Energy Vault Member (provided, however, that such Affiliates, advisors, or representatives are informed of the confidential nature of such information, and that the Company or Energy Vault Member, as applicable remains liable for any breach by its Affiliates, advisors and/or representatives); (c) of information that the Company or Energy Vault Member also has received from a source independent of OIC Member, that the Company or Energy Vault Member, as applicable reasonably believes obtained that information without breach of any obligation of confidentiality to the OIC Member; or (d) permitted by OIC Member.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Company and the undersigned Members have executed this Agreement as of the Effective Date.

THE COMPANY:

ASSET VAULT, LLC

By:

Name:

Title:

Signature Page to

Amended and Restated Limited Liability Company Agreement

of Asset Vault, LLC

THE INITIAL MEMBERS:

OIC STRUCTURED EQUITY FUND I, L.P.

By: OIC Structured Equity Fund I GP, L.P.

Its: general partner

By: OIC Structured Equity Fund I Upper GP, LLC

Its: general partner

By: ________________________________

Name:

Title:

OIC STRUCTURED EQUITY FUND I AUS, L.P.

By: OIC Structured Equity Fund I GP, L.P.

Its: general partner

By: OIC Structured Equity Fund I Upper GP, LLC

Its: general partner

By: ________________________________

Name:

Title:

OIC STRUCTURED EQUITY FUND I GPFA, L.P.

By: OIC Structured Equity Fund I GP, L.P.

Its: general partner

By: OIC Structured Equity Fund I Upper GP, LLC

Its: general partner

By: ________________________________

Name:

Title:

Signature Page to

Amended and Restated Limited Liability Company Agreement

of Asset Vault, LLC

Signature Page to

Amended and Restated Limited Liability Company Agreement

of Asset Vault, LLC

THE INITIAL MEMBERS:

ENERGY VAULT, INC.

By:

Name:

Title:

Signature Page to

Amended and Restated Limited Liability Company Agreement

of Asset Vault, LLC

Schedule 1

MEMBERS HOLDING PREFERRED UNITS AND INFORMATION RELATED THERETO

Schedule 1

Schedule 2

MEMBERS HOLDING COMMON UNITS AND INFORMATION RELATED THERETO

Schedule 2

Exhibit AANNEX A

CAPITAL CALL CONDITIONS

(i)

Annex A

Exhibit BANNEX B

DEBT COVENANTS

.

Annex B

Exhibit A

FORM OF ADOPTION AGREEMENT

Exhibit A

Exhibit B

FORM OF CAPITAL CALL

[See attached.]

Exhibit B

Exhibit C

MILESTONE ACHIEVEMENTS

Exhibit D

Exhibit C

Exhibit E

INVESTMENT CRITERIA

Exhibit D

Exhibit F

PROJECT SCORING METHODOLOGY

Exhibit E

Exhibit G

DEVELOPMENT EXPENDITURE BUDGET

Exhibit F

Exhibit H

INITIAL BUDGET

Exhibit G

Exhibit I

FORM OF EPC CONTRACT

Exhibit H

Exhibit J

ILLUSTRATIVE EXAMPLE OF MOIC AND REDEMPTION PRICE CALCULATIONS

Exhibit I

Exhibit K

FORM OF ENERGY VAULT PARENT WARRANT

Exhibit J

Exhibit L

WARRANT CALCULATIONS

Exhibit K

Exhibit M

FORM OF O&M AGREEMENT

Exhibit L

Exhibit N

FORM OF LTSA

Exhibit M

Exhibit O

FORM OF SOFTWARE CONTRACT

Exhibit P

Exhibit N

Document

Exhibit 10.11

CONTRIBUTION AND PURCHASE AGREEMENT

AMONG

ENERGY VAULT, INC.,

OIC STRUCTURED EQUITY FUND I, L.P.,

OIC STRUCTURED EQUITY FUND I AUS, L.P.,

OIC STRUCTURED EQUITY FUND I GPFA, L.P.,

AND

ASSET VAULT, LLC

TABLE OF CONTENTS

Page

1.1Cash Contributions1

1.2EV Contribution2

1.3Closing Date2

1.4Use of Proceeds5

1.5Recapitalization Payments5

1.6Withholding5

2.Representations and Warranties of the Company.5

2.1Organization, Standing and Corporate Power5

2.2Authority; Noncontravention6

2.3Capitalization7

2.4Financial Statements; No Undisclosed Liabilities8

2.5Title to Assets; Sufficiency of Assets8

2.6Material Contracts9

2.7Permits9

2.8Compliance with Law10

2.9Litigation11

2.10Insurance11

2.11Employment Matters11

2.12Real Property11

2.13Environmental Matters12

2.14Affiliate Arrangements13

2.15Taxes14

2.16Brokers or Finders14

2.17Absence of Certain Developments14

2.18Bankruptcy; Solvency14

2.19Intellectual Property15

2.20No Other Representations or Warranties15

3.Representations and Warranties of OIC.15

3.1Organization, Standing and Corporation Power15

3.2Authority; Noncontravention15

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3.3Securities Laws16

3.4Litigation17

3.5Sufficient Funds17

3.6Solvency18

3.7Brokers or Finders18

3.8CFIUS Foreign Person Status18

3.9Sophisticated Purchaser; No Other Representations or Warranties18

3.10Prohibited Foreign Entity18

4.Indemnification.19

4.1Survival19

4.2Indemnification by Energy Vault and the Company19

4.3Indemnification by OIC20

4.4Calculation of Losses; Certain Limitations20

4.5Indemnification Procedures22

4.6Remedies24

5.Other Agreements.24

5.1Tax Matters24

5.2Head of Asset Vault25

5.3Contribution Covenants26

5.4Management Services Agreement26

5.5Independent Director26

6.Miscellaneous.26

6.1Notices26

6.2Further Assurances27

6.3Entire Agreement; No Third Party Beneficiaries27

6.4Amendments27

6.5Assignment27

6.6Governing Law; Jurisdiction28

6.7Waiver of Jury Trial28

6.8Specific Performance28

6.9Counterparts29

6.10Confidentiality29

6.11No Third Party Liability29

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6.12Expenses29

6.13Interpretation29

6.14Definitions30

EXHIBITS

Exhibit A        Form of A&R LLC Agreement

Exhibit B        Issued Units

Exhibit C        Assignment Agreement

Exhibit D        Disclosure Schedules

Exhibit E        Form of Warrant Agreement

Exhibit F        Asset Vault Projects Budget

Exhibit G        Development Expenditure Budget

Exhibit H        Form of ITC Transfer Indemnification Agreement

Exhibit I        Form of Tax Sharing Agreement

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This CONTRIBUTION AND PURCHASE AGREEMENT (this “Agreement”), dated as of October 9, 2025 (the “Closing Date”), is made by and among Energy Vault, Inc., a Delaware corporation (“Energy Vault”), and OIC Structured Equity Fund I, L.P., a Delaware limited partnership, OIC Structured Equity Fund I AUS, L.P., a Delaware limited partnership, and OIC Structured Equity Fund I GPFA, L.P., a Delaware limited partnership, (each an “OIC Investor” and collectively, “OIC”), and Asset Vault, LLC, a Delaware limited liability company (the “Company”) (each, a “Party”, and collectively, the “Parties”).

WHEREAS, the Company was formed for the purpose of carrying out the business of the Asset Vault Projects;

WHEREAS, on October 3, 2025, Energy Vault, as the sole initial member of the Company and the holder of 100% of the equity interests of the Company as of the date thereof, entered into that certain limited liability company agreement of the Company (the “Original LLC Agreement”);

WHEREAS, on the Closing Date, subject to the terms and conditions set forth herein, the Original LLC Agreement will be amended and restated in the form attached as Exhibit A hereto, among OIC, Energy Vault and the Company (the “A&R LLC Agreement”), in order to, among other things, reflect the addition of OIC as an additional member of the Company;

WHEREAS, in connection with the Closing, pursuant to this Agreement and the Assignment Agreement, Energy Vault has or will directly or indirectly contribute or cause to be contributed the Contributed Entities to the Company as described in Section 1.2;

WHEREAS, at the Closing and after giving effect to the amendment and restatement of the Original LLC Agreement as contemplated herein, Energy Vault will own 1,200,000,000 Common Units, which will be issued to Energy Vault in exchange for the EV Contribution;

WHEREAS, on the terms and subject to the conditions set forth herein, at the Closing, OIC will collectively own 300,000,000 Series A Preferred Units, which will be issued to OIC in exchange for the collective, initial cash contribution of $35,000,000 (the “Initial Cash Contribution”) and the commitments to make further Cash Contributions as described in Section 1.1; and

WHEREAS, in connection with the Transactions, at the Closing, certain of the Parties or their applicable Affiliates will enter into the other Transaction Agreements on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and subject to the conditions set forth herein, the Parties agree as follows:

1.Purchase and Sale of Units; Cash Contributions; EV Contribution.

1.1Cash Contributions. On the terms and subject to the conditions set forth herein, at the Closing, the Company shall issue and sell to each OIC Investor, and each OIC Investor shall

purchase from the Company, the number of Series A Preferred Units set forth next to such OIC Investor’s name on Exhibit B hereto, in each case, free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Laws and Encumbrances under the A&R LLC Agreement), in exchange for (a) the contribution by OIC in connection with the Closing (and no later than October 24, 2025) of the Initial Cash Contribution (with each OIC Investor’s portion thereof as set forth on Exhibit B) and (b) the commitment by OIC under the A&R LLC Agreement to make certain additional capital contributions (subject to the terms and conditions set forth therein), in the case of (a) and (b), in an aggregate amount not to exceed $300,000,000 (the Initial Cash Contribution and the contributions described in clause (b) together, the “Cash Contributions”). The Series A Preferred Units shall have the rights, powers, privileges, preferences and restrictions set forth in the A&R LLC Agreement.

1.2EV Contribution. On the terms and subject to the conditions set forth herein and in the assignment agreement in the form set forth as Exhibit C hereto (the “Assignment Agreement”), Energy Vault has contributed or will contribute, directly or indirectly, to the Company:

(a)at or before the Closing: (i) 100% of the equity interests of Calistoga Resiliency Center Holdco, LLC, a Delaware limited liability company (“Calistoga Holdco”); (ii) 100% of the equity interests of Cross Trails Energy Storage Project Holdco, LLC, a Delaware limited liability company (“Cross Trails Holdco”); and (iii) 100% of the equity interests of (A) Energy Vault Stoney Creek HoldCo Pty Ltd, an Australian corporation (“HoldingsCo”), and (B) Energy Vault Stoney Creek Holdings Unit Trust, an Australian unit trust (“Holdings Trust”); and

(b)following the Closing and in accordance with Section 5.3, 100% of any right, title, and interest to the SOSA Project owned by Energy Vault;

(c)and, in exchange therefore, the Company shall issue to Energy Vault the number of Common Units set forth next to Energy Vault’s name on Exhibit B hereto, in each case, free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Laws and Encumbrances under the A&R LLC Agreement). The Common Units shall have the rights, powers, privileges, preferences and restrictions set forth in the A&R LLC Agreement. Each of Calistoga Holdco, Cross Trails Holdco, HoldingsCo, and Holdings Trust are herein referred to as a “Contributed Entity” and collectively, the “Contributed Entities”. The contribution of the Contributed Entities by Energy Vault contemplated by this Section 1.2 is herein referred to as the “EV Contribution”.

1.3Closing Date.

(a)Subject to the terms and conditions of this Agreement, the closing of the Transactions (the “Closing”), shall occur at 10:00 a.m., Houston, Texas time, at the offices of Vinson & Elkins LLP, 845 Texas Ave, Houston, Texas 77002, or, if agreed by the parties, remotely via the electronic exchange of documents and signature pages, on the Closing Date.

(b)At the Closing (or at such other time as may be specified below), subject to the terms and conditions of this Agreement:

(i)Company Closing Deliverables. The Company shall, and Energy Vault shall cause the Company to, deliver to each of OIC and Energy Vault:

(A)a counterpart of the A&R LLC Agreement, duly executed by the Company,

(B)a counterpart of the Assignment Agreement, duly executed by the Company,

(C)a counterpart of the Tax Sharing Agreement, duly executed by the Company,

(D)a counterpart of the ITC Transfer Indemnification Agreement, duly executed by the Company, and

(E)such other documents required to be delivered to Energy Vault or OIC at or prior to the Closing pursuant to this Agreement or any other Transaction Agreements, in each case, duly executed by the Company.

(ii)OIC Closing Deliverables. OIC shall deliver to each of Energy Vault and the Company,

(A)a counterpart of the A&R LLC Agreement, duly executed by OIC, and

(B)counterparts to the Warrant Agreements, duly executed by OIC.

(iii)Energy Vault Closing Deliverables. Energy Vault shall deliver (or shall cause its Affiliates to deliver, where applicable) to each of OIC and the Company,

(A)a counterpart of the A&R LLC Agreement, duly executed by Energy Vault,

(B)counterparts of the Warrant Agreements, duly executed by Energy Vault Parent,

(C)a counterpart of the Assignment Agreement, duly executed by Energy Vault, and such evidence as may be reasonably requested by OIC to confirm that the transactions contemplated by this Agreement will be consummated in connection with the Closing,

(D)a counterpart of the Tax Sharing Agreement, duly executed by Energy Vault Parent,

(E)a counterpart of the ITC Transfer Indemnification Agreement, duly executed by Energy Vault Parent,

(F)the Asset Vault Projects Budget and the Development Expenditure Budget, in each case, in form and substance acceptable to OIC, and

(G)such other documents required to be delivered by Energy Vault or Energy Vault Parent at or prior to the Closing pursuant to this Agreement or any other Transaction Agreements, in each case, duly executed by the applicable Energy Vault Entity.

(iv)Payments. In connection with the Closing (and no later than October 24, 2025):

(A)OIC shall make the Initial Cash Contribution under this Agreement and the terms of the A&R LLC Agreement by wire transfer of immediately available funds to the bank account of the Company designated by the Company;

(B)the Company shall pay to OIC the applicable Structuring Premium in respect of the Initial Cash Contribution (as contemplated by and calculated pursuant to the A&R LLC Agreement) by wire transfer of immediately available funds to the bank account of OIC designated by OIC;

(C)the Company shall cause to be paid to Energy Vault by the applicable subsidiary of the Company, in repayment of intercompany debt, the Tranche 1 Recapitalization (as contemplated by and calculated pursuant to the A&R LLC Agreement) by wire transfer of immediately available funds to the bank account of Energy Vault designated by Energy Vault; and

(D)Energy Vault shall cause Energy Vault Parent or one or more of its Affiliates to pay to OIC or its applicable Representatives or service providers the amount of any Transaction Expenses in excess of the Diligence Deposit, if any, by wire transfer of immediately available funds to the bank accounts of such Persons as designated by OIC; provided, that to the extent that the Diligence Deposit exceeds the Transaction Expenses, OIC shall pay to Energy Vault Parent the amount of such excess Diligence Deposit by wire transfer of immediately available funds to the bank account of the Energy Vault Parent designated by Energy Vault Parent.

It is agreed and acknowledged that the foregoing payments in clauses (B)-(D) of this Section 1.3(b)(iv) shall occur on the same date as the payment in clause (A) of this Section 1.3(b)(iv).

It is agreed and acknowledged that, solely for administrative convenience, the Parties may agree that the payments contemplated by this Section 1.3(b)(iv) be netted, offset or otherwise consolidated amongst each other so as to reduce the number of wires required to be sent by the Parties and their Affiliates, it being further agreed and acknowledged that notwithstanding any such netting, offset or consolidation, all such payments actually made shall be deemed to have been made pursuant to in accordance with clauses (A)-(D) of this Section 1.3(b)(iv).

(v)Issuance of Units. The Company shall issue (A) to OIC, the Series A Preferred Units in accordance with Exhibit B, and (B) to Energy Vault, the Common Units.

(vi)IRS Form W-9. Each of Energy Vault and each OIC Investor shall provide a properly completed and executed IRS Form W-9 to the Company.

(vii)Existing Company Interests. All issued and outstanding limited liability company interests of the Company existing immediately prior to the Closing shall be cancelled for no consideration.

1.4Use of Proceeds. The Company will use the proceeds from the Cash Contributions for purposes of the activities contemplated by the A&R LLC Agreement.

1.5Recapitalization Payments. In connection with or following the Closing, as applicable, Energy Vault shall have the right to receive one or more cash payments from the Company equal to the Tranche 1 Recapitalization and Tranche 2 Recapitalization, as applicable (each as contemplated by, calculated pursuant to and subject to the terms and conditions of, the A&R LLC Agreement).

1.6Withholding. Notwithstanding anything to the contrary set forth herein, the Parties and any other applicable withholding agent shall be entitled to deduct and withhold from any amount payable hereunder such amounts as are required to be deducted and withheld under the Code or any provision of any U.S. federal, state, local or non-U.S. Tax law. To the extent that amounts are so deducted, withheld and to be paid over to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

2.Representations and Warranties of the Company.

The Company hereby represents and warrants to OIC as follows, except as set forth on the Disclosure Schedules attached as Exhibit D hereto (the “Disclosure Schedules”) or as disclosed in the Energy Vault SEC Documents, and after giving effect to the EV Contribution (except for representations and warranties that speak as of a specific date, in which case such representations and warranties are true and correct as of such date).

2.1Organization, Standing and Corporate Power.

(a)Each of Energy Vault, each Company Group Entity and each other Energy Vault Entity that is party to any Transaction Agreement (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power to own, lease and operate its assets and to conduct its business as currently conducted, and (iii) is duly qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its properties and assets now owned or conduct of the business conducted by it, including in connection with any Asset Vault Project requires such qualification, except in the case of clause (a), where the failure to be so qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True, correct and complete copies of the Organizational Documents and each of Energy Vault and each Company Group Entity have been previously provided to OIC. Neither Energy Vault, any Company Group Entity nor any Energy Vault Entity that is party to any Transaction Agreement is, as of the Closing Date, in any material respect, in violation of any of the provisions of its respective Organizational Documents.

(b)The Company (i) was formed as a Delaware limited liability company on October 3, 2025, (ii) prior to the EV Contribution, has never had any assets, Liabilities or business operations, and will have no assets, Liabilities or business operations prior to the EV Contribution, except in connection with the Transactions, (iii) does not have and has never had any Subsidiaries and does not own and has never owned, directly or indirectly, any capital stock of, or other voting or equity interests in, any Person, other than the Contributed Entities and the Asset Vault Project Companies (in each case, 100% of equity interests of which the Company owns, directly or indirectly, after giving effect to the EV Contribution), (iv) does not have and has never had any indebtedness, and (v) was

formed specifically in contemplation of the Transactions and has conducted no operations or activities other than those incidental to its formation and those required pursuant to this Agreement and the other Transaction Agreements.

2.2Authority; Noncontravention.

(a)Each of the Energy Vault Entities and each of the Company Group Entities has all requisite corporate or similar power and authority to enter into this Agreement and the other Transaction Agreements to which it is a party, as applicable, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the other Transaction Agreements to which any Energy Vault Entity or Company Group Entity is a party, as applicable, and the consummation of the Transactions have been duly authorized and approved by all necessary corporate or other action on the part of such Energy Vault Entity and such Company Group Entity, as applicable. This Agreement and the other Transaction Agreements to which any Energy Vault Entity or Company Group Entity is a party, as applicable, have been duly executed and delivered by such Energy Vault Entity and Company Group Entity, as applicable, and, assuming due authorization, execution and delivery by OIC, each constitutes the legal, valid and binding obligation of such Energy Vault Entity and Company Group Entity, as applicable, enforceable against such Energy Vault Entity and Company Group Entity, as applicable, in accordance with its terms, subject to the effect of any Enforceability Limitations.

(b)The execution, delivery and performance by each Energy Vault Entity and Company Group Entity of this Agreement and the other Transaction Agreements to which such Energy Vault Entity and Company Group Entity is a party, as applicable, including, without limitation, the EV Contribution, do not, and the consummation of the Transactions, including, without limitation, the EV Contribution, will not conflict with, or result in any violation of, breach of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, renegotiation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person in accordance with, (i) any provision of the Organizational Documents of any Energy Vault Entity or Company Group Entity or (ii) any Permit, Law or Order applicable to any Company Group Entity, except, in the case of clause (ii), for such violations, breaches, defaults, terminations, cancellations, renegotiations, accelerations or Encumbrances as would not, individually or in the aggregate, reasonably be expected to be material to the applicable Company Group Entity or its respective assets.

(c)The execution and delivery by each Energy Vault Entity and Company Group Entity of this Agreement and the other Transaction Agreements to which such Energy Vault Entity and Company Group Entity is a party, as applicable, and the consummation of the Transactions will not conflict with, or result in any violation of, breach of or default under (with or without notice or lapse of time, or both), or require any consent, approval or waiver from any Person in accordance with any Contract to which such Energy Vault Entity or any Company Group Entity is a party or by which any such Energy Vault Entity or any Company Group Entity is bound, except that would not reasonably be expected, individually or in the aggregate, to be material to such Energy Vault Entity or Company Group Entity, as applicable.

2.3Capitalization.

(a)As of the Closing Date, immediately prior to the Closing, Energy Vault owns all of the issued and outstanding limited liability company interests of the Company, free and clear of all Encumbrances (other than any transfer restrictions under applicable securities Laws and Encumbrances under the Original LLC Agreement).

Immediately following the Closing, after giving effect to the Transactions contemplated hereby at the Closing, (i) all of the outstanding Series A Preferred Units and Common Units will have been duly authorized and validly issued (in compliance with all applicable federal and state laws, assuming the accuracy of the representations of OIC set forth in Section 3 of this Agreement), free and clear of all Encumbrances, except restrictions on transfer under applicable securities Laws and Encumbrances under the A&R LLC Agreement, (ii) 1,200,000,000 Common Units, representing all of the issued and outstanding Common Units in the Company, will be owned by Energy Vault and (iii) 300,000,000 Series A Preferred Units, representing all of the issued and outstanding Series A Preferred Units in the Company, will be owned by OIC.

(b)Schedule 2.3(b) sets forth, for each Company Group Entity other than the Company, such Company Group Entity’s name, jurisdiction of formation, authorized and issued equity interests and each of the holders thereof (with such holders’ ownership denomination).

(c)Except as set forth in Section 2.3(a) or on Schedule 2.3(c), no membership interests or other voting or equity interests in any Company Group Entity are issued, reserved for issuance or outstanding and no interests or rights convertible into or exchangeable or exercisable for membership interests or other voting or equity interests in any Company Group Entity are issued or outstanding. There are no bonds, debentures, notes or other indebtedness of any Company Group Entity having the right to vote (or convertible into, or exchangeable for, interests having the right to vote) on any matters on which equityholders of any Company Group Entity may vote (such indebtedness, “Voting Company Debt”). Except for any obligations pursuant to this Agreement or any other Transaction Agreement, there are no voting trusts, options, warrants, subscriptions, rights (including rights of first offer or refusal, membership interest appreciation rights and preemptive rights), purchase rights, calls, convertible or exchangeable securities, equity-based performance units, contracts or undertakings of any kind to which any Company Group Entity is a party or by which any Company Group Entity is bound (i) obligating any Company Group Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional membership interests or other voting or equity interests in, or any interest or right convertible into or exchangeable for any membership interests or other voting or equity interests in, any Company Group Entity or any Voting Company Debt or (ii) obligating any Company Group Entity to issue, grant or enter into any such option, warrant, right, security, unit, contract or undertaking. Except for any obligations pursuant to this Agreement or any other Transaction Agreement, there are no outstanding obligations of any Company Group Entity to repurchase, redeem or otherwise acquire any membership interests or other voting or equity interests in any Company Group Entity or any options, warrants, rights, convertible or exchangeable securities, equity-based performance units or other rights to acquire voting or equity interests in any Company Group Entity.

2.4Financial Statements; No Undisclosed Liabilities.

(a)Attached to Schedule 2.4(a) are true, correct and complete copies of the following financial statements: (i) unaudited consolidated balance sheets for each of Calistoga Resiliency Center, LLC and Cross Trails Energy Storage Project, LLC, each, as of August 31, 2025, (ii) consolidated income statements for each of Calistoga Resiliency Center, LLC and Cross Trails Energy Storage Project, LLC, each, for the nine-month period ending August 31, 2025 (collectively, the “Financial Statements”). The Financial Statements, together with the notes thereto (if any), have been prepared in accordance with GAAP (except for the absence of footnotes thereto) applied on a consistent basis through the periods covered thereby and fairly present in accordance with GAAP, in all

material respects, the financial position of the Company Group Entities covered by such Financial Statements, subject to year-end audit adjustments.

(b)No Company Group Entity has incurred or is otherwise subject to any Liabilities other than (i) Liabilities set forth in the Financial Statements, (ii) Liabilities set forth in the Disclosure Schedules, and (iii) Liabilities incurred in the ordinary course of business by an Asset Vault Project Company and consistent with the applicable Asset Vault Projects Budget or Development Expenditure Budget for such Asset Vault Project Company.

2.5Title to Assets; Sufficiency of Assets; Operations.

(a)Each Company Group Entity has good and valid title to, or valid rights to use, all of the assets, including real property, held by, used by or purported to be held by or used by such Company Group Entity, free and clear of any Encumbrances (other than Permitted Encumbrances). All tangible assets held by, used by or purported to be held by or used by the Company Group Entities have been maintained in accordance with normal industry practice and are in good operating condition (subject to ordinary wear and tear), except as would not reasonably be expected to be material to the Company Group Entities, taken as a whole.

(b)The assets (inclusive of real property) held by the respective Company Group Entity constitute all of the material property, assets and rights held by, used by or purported to be held by or used by any Company Group Entity as of immediately prior to giving effect to the EV Contribution, and are sufficient for the operation of business of such Company Group Entity as currently conducted. The assets (whether real or personal, tangible or intangible) owned, leased, used or licensed by the Company Group Entities are sufficient, and constitute all the material assets necessary as of the Closing Date for the development and construction of the Asset Vault Projects and conduct of the business of each of the Company Group Entities as contemplated in the applicable Asset Vault Projects Budget or Development Expenditure Budget. To Energy Vault’s Knowledge, the applicable Asset Vault Projects Budget and Development Expenditure Budget during the one-year period following the Closing Date provide a reasonable estimate of any assets (inclusive of real property) specifically identified to be acquired, based on market conditions as of the Closing Date; provided, that for the avoidance of doubt, neither Energy Vault nor any Company Group Entity is providing any guarantee as to the applicable Asset Vault Projects Budget or Development Expenditure Budget or to the future results of any Asset Vault Project.

(c)Except as described in Schedule 2.5(c) of the Disclosure Schedules, no Asset Vault Project has, in the twelve (12) months prior to the date of this Agreement, experienced any material unscheduled interruption in construction or operation, whether as a result of breach, delay, work stoppage, outage, curtailment, defects, damage, casualty, Release, Order or otherwise.

2.6Material Contracts. Schedule 2.6(a) of the Disclosure Schedules lists all Material Contracts. The Company has provided or made available to OIC true, correct and complete copies of all Material Contracts. No Material Contract has been amended, assigned, revised, terminated, waived or otherwise modified in any material respect, and no party has delivered written notice to any Company Group Entity seeking forbearance, termination or modifications in any material respect from any Company Group Entity with respect to any Material Contract, other than as set forth on Schedule 2.6(b) of the Disclosure Schedules. Each Material Contract is valid and binding on the applicable Company Group Entity party thereto, in accordance with its terms and is in full force and effect, subject to the Enforceability Limitations. No Company Group Entity or, to Energy Vault’s Knowledge, any counterparty, is in violation of or default

under any Material Contract in any material respect. To Energy Vault’s Knowledge, there exists no condition, event, or act that, with the giving of notice or lapse of time or both, would constitute a material breach or default under any Material Contract. The Material Contracts constitute all material Contracts currently necessary for the operation of the Active Projects as currently conducted.

2.7Permits.

(a)Schedule 2.7 of the Disclosure Schedules sets forth all material Permits that have been granted, received, issued or otherwise secured with respect to the Asset Vault Projects, and such Permits represent all of the material Permits required by applicable Law, or otherwise necessary and customary, to be obtained by this stage of the development of the Asset Vault Projects and are, other than as disclosed in the Disclosure Schedules, valid and in full force and effect and each Asset Vault Project Company is, and has been since its issuance, in compliance therewith, as applicable, in all material respects. Each such Permit has been issued to or validly assigned to and is in the name of the applicable Asset Vault Project Company owning the Asset Vault Project to which such Permit relates.

(b)Energy Vault has made available to OIC a true, correct and complete copy of each Permit set forth on or required to be set forth on Schedule 2.7 of the Disclosure Schedules. The Company Group Entities have timely filed applications for the renewal of all such Permits for which such applicable application was required to be filed on or prior to the Closing Date.

(c)No Company Group Entity has received notice that, as of the Closing Date, an Asset Vault Project or the SOSA Project will not be able to obtain in relative due course, any Permit required or necessary pursuant to applicable Law for the continued development, construction or operation of the Asset Vault Projects or SOSA Project as identified to be obtained in the applicable Asset Vault Projects Budget or Development Expenditure Budget during the one-year period following the Closing Date.

(d)No Proceeding is pending or, to Energy Vault’s Knowledge, threatened that is reasonably likely to result in the termination, revocation, or adverse modification of any of the Permits required to be listed on Schedule 2.7 of the Disclosure Schedules.

2.8Compliance with Law.

(a)Each of the Company Group Entities is and has been in compliance in all material respects with all applicable Laws and Orders applicable to such Company Group Entity since its formation. None of the Company Group Entities has received any written communication from any Governmental Authority that alleges that any Company Group Entity is not in compliance in any material respect with any applicable Law.

(b)Each Company Group Entity, and each of their respective directors, officers and employees acting in such capacity are and, to Energy Vault’s Knowledge, each of its other agents acting on its behalf is, and have been, in compliance with the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder or any other applicable Laws relating to bribery, corruption or money laundering. To Energy Vault’s Knowledge, none of the Company Group Entities or any of their respective directors, officers, employees or agents (in their respective capacities as such) (i) is a Sanctioned Person, (ii) has violated any applicable Sanctions or AML Laws, or (iii) has been the subject of any pending or threatened investigation, inquiry or proceeding with respect to Sanctions, AML or Anti-Corruption Laws.

2.9Litigation. There are no Proceedings pending or, to Energy Vault’s Knowledge, threatened in writing, and there have been no Proceedings at any time in the three (3) years prior

to the date hereof, against any of the Company Group Entities; and there are no Orders outstanding against any Company Group Entity.

2.10Insurance. Schedule 2.10(a) of the Disclosure Schedules sets forth a true, correct and complete list as of the date hereof of all insurance policies that are maintained by or on behalf of any Company Group Entities that insure any Company Group Entity or the Asset Vault Projects (the “Insurance Policies”). The Insurance Policies have been in effect since they were issued and remain in full force and effect in accordance with their terms. All premiums due and payable under the Insurance Policies have been timely paid, and each Company Group Entity has complied in all material respects with each such policy. Except as set forth on Schedule 2.10(b) of the Disclosure Schedules, there are no material claims by any Company Group Entity pending under any of such Insurance Policies, and no carrier or underwriter of any Insurance Policy has questioned, denied or disputed any coverage, reserved their rights, or asserted any denial of coverage with respect to any claim made by any Company Group Entity. To Energy Vault’s Knowledge, since the time any such policy was last renewed or issued, there has not been any termination, revocation, cancellation or non-renewal of, or alteration of coverage under, any such policy, in each case threatened in writing. The Transactions contemplated by this Agreement and the other Transaction Agreements will not cause any lapse, termination, or default under any Insurance Policy.

2.11Employment Matters. No Company Group Entity employs or has ever employed any person on its payroll. No material Liability under Title IV or Section 302 of ERISA or related provisions of the Code or applicable Law has been incurred by Energy Vault or any of its ERISA Affiliates that has not been satisfied in full. None of the Transactions (i) shall give rise to a “reportable event” within the meaning of Section 4043 of ERISA, (ii) are reasonably expected to result in any Liability to the PBGC under 4062, 4063, 4064 or 4069 of ERISA or the filing of an application for a waiver under Section 302(c) of ERISA, or (iii) shall cause Energy Vault or any of its Affiliates to incur any withdrawal liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA.

2.12Real Property.

(a)Schedule 2.12(a) of the Disclosure Schedules contains a complete and accurate list and description of all real property as to which any Company Group Entity holds a fee simple interest. Energy Vault has made available to OIC all deeds or other vesting instruments evidencing such fee simple interests, each of which has been duly recorded in the applicable land records of the jurisdiction in which the real property is located.

(b)Schedule 2.12(b) of the Disclosure Schedules contains a complete and accurate list of all real property as to which each Company Group Entity holds a leasehold interest, together with a description of the respective leases pursuant to which such Company Group Entity holds such leasehold interest. Energy Vault has made available to OIC all such leases as currently in effect. Each such lease has been duly recorded in the applicable land records of the jurisdiction in which the real property is located.

(c)Energy Vault has made available to OIC all current surveys in Energy Vault’s possession documenting rights-of-way, easements, servitudes, or licenses relating to the Active Projects in which any Company Group Entity holds any rights or interest. Each such interest has been duly recorded in the applicable land records of the jurisdiction in which such real property is located.

(d)Schedule 2.12(d) of the Disclosure Schedules contains a complete and accurate list of all option interests held by any Company Group Entity to acquire any fee simple interest, leasehold interest or rights-of-way, easements, servitudes, licenses or similar agreements in any real property, together with a description of such option interests. Energy Vault has made available to OIC all documentation in connection with

each such option interest as it is currently in effect. Each such option interest has been duly recorded in the applicable land records of the jurisdiction in which it is located.

(e)Except as set out in Schedule 2.12(f) of the Disclosure Schedules, (i) each Contract evidencing such real interests described in this Section 2.12 is in full force and effect in accordance with its terms and constitutes a legal, valid and binding obligation of each Company Group Entity party thereto and, to Energy Vault’s Knowledge each of the counterparties to such Contracts, and (ii) no Company Group Entity, nor to Energy Vault’s Knowledge, any other party thereto, is in, or has received written notice that it is in, default of or breach under any such Contract and (iii) to Energy Vault’s Knowledge, no event has occurred, nor does any condition or circumstance exist that, with or without notice, lapse of time or both, could reasonably be expected to result in a breach or violation of, or default under, the terms of any such Contract by any Company Group Entity or any counterparty hereto.

(f)There are no options, first refusal, first offer or first opportunity rights or other similar rights, except those in favor of a Company Group Entity, with respect to any portion of interests in real property listed in Schedule 2.12(a) or Schedule 2.12(b) of the Disclosure Schedules. No Company Group Entity is bound by any Contract other than project financing Contracts obligating such Company Group Entity to sell or encumber any of its real property or interests therein. No Company Group Entity has leased, subleased, licensed or otherwise granted any Person the right to use or occupy any real property or any portion thereof.

(g)No Company Group Entity has received written notice of any, and to Energy Vault’s Knowledge, there is no default under any restrictive covenants or other encumbrances pertaining to real property.

(h)All real property interests as provided and described in or pursuant to this Section 2.12 are in the name of and are held solely by the applicable Company Group Entity. Other than as set forth in Schedule 2.12(h) of the Disclosure Schedules, there are no Encumbrances (other than Permitted Encumbrances) on any such interest in real property.

2.13Environmental Matters.

(a)Each Company Group Entity, and their respective assets and operations are and have been in compliance in all material respects with all Environmental Laws.

(b)The Company Group Entities (taking into consideration the current state of development) collectively hold all material Permits required under Environmental Laws for their operations as currently conducted, and all such Permits are in full force and effect.

(c)No written claim, notice, demand, request for information, citation, summon, Order or Proceeding has been received, asserted against or is pending or, to Energy Vault’s Knowledge, threatened against any of the Company Group Entities, in each case, alleging any violation of or Liability under any Environmental Law or relating to Hazardous Substances, as would not reasonably be expected, individually or in the aggregate, to be material to any Company Group Entity, taken as a whole.

(d)There has been no Release, storage, transport, generation or treatment of or exposure to any Hazardous Substances as a result of the operations, actions or omissions of the Company Group Entities at, under or from any real property occupied or otherwise used in connection with the operations of the Company Group Entities or, to

Energy Vault’s Knowledge, by any other Person, in each case, in violation of any applicable Environmental Laws in any material respect or in a manner that could reasonably be expected to result in material liability of any Company Group Entity under any applicable Environmental Laws. None of the Company Group Entities are liable for or otherwise conducting or funding any remedial action under any Environmental Laws with respect to any Release, transport, storage or disposal of any Hazardous Substances.

(e)No Company Group Entity has assumed or provided indemnity against any liability of any other Person under any Environmental Laws or relating to Hazardous Substances.

(f)No Company Group Entity is required by any Environmental Law or Environmental Permit, as a result of the consummation of the Closing, (i) to perform an environmental site assessment, (ii) to remove or remediate Hazardous Substances or (iii) give notice to receive approval from any Governmental Authority or other Person or record any disclosure document.

(g)Energy Vault has made available to OIC a true, correct and complete copy of all environmental site assessments (including any Phase I environmental site assessments) and all other material environmental audits, studies and reports relating to the Asset Vault Projects or the Company Group Entities, in each case which are in Energy Vault’s possession.

2.14Affiliate Arrangements. Except for the Transaction Agreements or as set forth on Schedule 2.14 of the Disclosure Schedules, there are no material Contracts between any Company Group Entity, on the one hand, and any Energy Vault Entity, or any officer, director or manager thereof, on the other hand. No Energy Vault Entity, no officer, director or manager thereof, and no Person in which any Energy Vault Entity holds, any material non-Controlling equity interest in or material indebtedness of, owns, legally or beneficially, or has material rights to or in any assets related to the Company Group Entities (other than ownership interests in the Company).

2.15Taxes.

(a)All material Tax returns required to be filed by any Company Group Entity have been filed, and all such Tax returns were and are true, correct and complete in all material respects.

(b)All material Taxes required to have been paid by each Company Group Entity have been paid, except for those Taxes which are being contested in good faith by appropriate proceedings. All material Tax withholding and deposit requirements imposed on any Company Group Entity have been satisfied in all material respects.

(c)There are no Encumbrances for Taxes (other than Permitted Encumbrances) on any of the assets owned by any Company Group Entity.

(d)No assessment, deficiency, or adjustment with respect to material Taxes has been asserted or proposed with respect to any Taxes or Tax Returns of any Company Group Entity. No material Tax audits or administrative or judicial proceedings with respect to Taxes are being conducted or are pending with respect to any Company Group Entity.

(e)There is not currently in effect any extension of the applicable statute of limitations for the assessment or collection of any Tax of any Company Group Entity.

(f)The Company has elected, or will elect, pursuant to Treasury Regulations Section 301.7701-3 to be treated, effective as of the date of its formation, as an association taxable as a corporation for U.S. federal income tax purposes.

2.16Brokers or Finders. Except for Jefferies LLC, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of any Company Group Entity for which any Company Group Entity will be responsible.

2.17Absence of Certain Developments. Since December 31, 2024, through the date of this Agreement:

(a)there has not occurred any Material Adverse Effect; and

(b)except as set forth on Schedule 2.17 of the Disclosure Schedules, there has not occurred any material damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the assets held by the Company Group Entities, whether individually or in the aggregate, in excess of $500,000.

2.18Bankruptcy; Solvency. No petition or notice has been presented, no Order has been made, and no resolution has been passed, for the bankruptcy, liquidation, winding up or dissolution of Company Group Entity. No receiver, trustee, custodian or similar Person has been appointed in respect of the whole, or any part of, any Company Group Entity, its respective business or its respective assets; no suspension of payments order, wind-up order or similar has been made and, to Energy Vault’s Knowledge, no petition has been presented for such an order, in respect of any Company Group Entity. No voluntary arrangement, compromise or similar arrangement with creditors has been proposed, agreed or sanctioned with respect to any Company Group Entity. After giving effect to the Transactions (including, without limitation, the Tranche 1 Recapitalization) the Company will not be insolvent.

2.19Intellectual Property. The Company Group Entities collectively own or possess adequate licenses or other valid rights to all intellectual property utilized in their respective businesses as currently conducted. No third party has asserted in writing that the conduct of the businesses as currently operated by the Company Group Entities materially infringes on, misappropriates or otherwise violates any intellectual property rights owned by any third party.

2.20No Other Representations or Warranties. Except for the representations and warranties of the Company expressly set forth in this Section 2, none of the Energy Vault Entities or any other Person has made or makes any other express or implied representation or warranty, either written or oral related to any of the Energy Vault Entities or any Asset Vault Project. Without limiting the generality of the foregoing, except for the representations and warranties of the Company expressly set forth in this Section 2, none of the Energy Vault Entities or any other Person has made or makes any representation or warranty with respect to any projections, estimates or budgets of future revenues, future results of operations, future cash flows or future financial condition (or any component of any of the foregoing) of any of the Energy Vault Entities or any Asset Vault Project. Notwithstanding the foregoing, nothing in this Section 2.20 shall limit in any way any Liability of the Company for Actual Fraud.

3.Representations and Warranties of OIC.

Each OIC Investor hereby, solely as to itself, represents and warrants to Energy Vault and the Company as follows.

3.1Organization, Standing and Corporation Power. Such OIC Investor (a) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite corporate or similar power to own, lease and operate its assets

and to conduct its business as currently conducted, and (c) is duly qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of the business conducted by it requires such qualification, except in the case of clause (b) or (c), where the failure to be so qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have an OIC Material Adverse Effect.

3.2Authority; Noncontravention.

(a)Such OIC Investor has all requisite corporate or similar power and authority to enter into this Agreement and the other Transaction Agreements to which such OIC Investor is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions pursuant to and accordance with their terms and conditions. The execution and delivery of this Agreement and the other Transaction Agreements to which such OIC Investor is a party, as applicable, and the consummation of the Transactions have been duly authorized and approved by all necessary corporate or other action on the part of such OIC Investor. This Agreement and the other Transaction Agreements to which such OIC Investor is a party have been duly executed and delivered by such OIC Investor and, assuming due authorization, execution and delivery by Energy Vault and the Company, as applicable, each constitutes the valid and binding obligation of such OIC Investor, enforceable against such OIC Investor in accordance with its terms, subject to the effect of any Enforceability Limitations.

(b)The execution and delivery by such OIC Investor of this Agreement and the other Transaction Agreements to which such OIC Investor is a party do not, and the consummation of the Transactions will not, (i) result in the creation of an Encumbrance on any assets of such OIC Investor, other than pursuant to the A&R LLC Agreement, or (ii) conflict with, or result in any violation of, breach of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, renegotiation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person in accordance with, (A) any provision of the Organizational Documents of such OIC Investor, or (B) any Permit, Law or Order applicable to such OIC Investor or any of its properties or assets, except, in the case of clause (i) and clause (ii)(B), for such violations, breaches, defaults, terminations, cancellations, renegotiations, accelerations or Encumbrances as would not, individually or in the aggregate, reasonably be expected to have an OIC Material Adverse Effect.

(c)The execution and delivery by such OIC Investor of this Agreement and the other Transaction Agreements to which such OIC Investor is a party and the consummation of the Transactions will not conflict with, or result in any violation of, breach of, or default under (with or without notice or lapse of time, or both), or require any consent, approval or waiver from any Person in accordance with any Contract to which such OIC Investor is a party or by which such OIC Investor’s assets or properties are bound, except as would not, individually or in the aggregate, reasonably be expected to have an OIC Material Adverse Effect.

3.3Securities Laws.

(a)No Registration. Such OIC Investor understands that the Series A Preferred Units have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such OIC Investor’s representations as expressed herein or otherwise made pursuant hereto.

(b)Investment Intent. Such OIC Investor is acquiring the Series A Preferred Units for investment for its own account, not as a nominee or agent, and not with the

view to, or for resale in connection with, the public sale or distribution thereof, and such OIC Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Such OIC Investor is acquiring the Series A Preferred Units hereunder in the ordinary course of its business. Such OIC Investor further represents that it does not have any Contract, directly or indirectly, with any Person to sell, transfer or grant participation to such Person or to any third Person with respect to any of the Series A Preferred Units. Such OIC Investor is not a broker-dealer registered with the SEC under the Exchange Act, or an entity engaged in a business that would require it to be so registered as a broker-dealer.

(c)OIC Status. Such OIC Investor is (i) an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the SEC under the Securities Act or (ii) a qualified institutional buyer (as defined in Rule 144A of the 1933 Act). Such OIC Investor is (A) a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (B) has exercised independent judgment in evaluating its participation in the purchase of the Series A Preferred Units.

(d)No Public Market. Such OIC Investor understands and acknowledges that no public market now exists for any of the securities issued by the Company and that none of Energy Vault, the Company or any other Person has made any assurances that a public market will ever exist for the securities of the Company.

(e)Securities Law Restrictions on Transfer. Such OIC Investor understands that it may only transfer the Series A Preferred Units in certain limited circumstances unless the Series A Preferred Units are registered under the Securities Act or qualified under applicable securities Laws. Such OIC Investor understands that appropriate legends may be included on any certificate(s) evidencing the Series A Preferred Units to the foregoing effect and in compliance with applicable Law. Such OIC Investor understands that only the Company may file a registration statement with the SEC or other applicable securities commissioners and that neither Energy Vault nor the Company is under any obligation to do so with respect to the Series A Preferred Units. Such OIC Investor has also been advised that exemptions from registration and qualification may not be available and/or may not permit it to transfer all or any of the Series A Preferred Units in the amounts or at the times proposed by such OIC Investor.

3.4Litigation. There are no Proceedings pending or, to the knowledge of OIC, threatened against such OIC Investor, nor is there any Order outstanding against such OIC Investor, in each case except as would not, individually or in the aggregate, reasonably be expected to have an OIC Material Adverse Effect.

3.5Sufficient Funds. OIC has and will have sufficient funds on hand or access to ready financing with which to fund the Initial Cash Contribution to be made pursuant to Section 1.3(b)(iv) on the Closing Date and to fund each definitive obligation of OIC to make additional Cash Contributions in respect of the Preferred Members Capital Commitment (as defined in the A&R LLC Agreement) at such other times as required in accordance with the A&R LLC Agreement.

3.6Solvency. Such OIC Investor is Solvent and will, after giving effect to the Transactions to be effected at the Closing, be Solvent immediately after the Closing. There are no bankruptcy, insolvency, reorganization or receivership proceedings pending against, being contemplated by, or to knowledge of OIC, threatened against such OIC Investor.

3.7Brokers or Finders. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission

in connection with the Transactions based upon arrangements made by or on behalf of OIC or any of its Affiliates.

3.8CFIUS Foreign Person Status. Such OIC Investor is not a “foreign person” or a “foreign entity,” as defined in the DPA. Such OIC Investor is not Controlled by a “foreign person,” as defined in the DPA.

3.9Sophisticated Purchaser; No Other Representations or Warranties.

(a)Such OIC Investor is an informed and sophisticated purchaser, experienced in the evaluation and investment in companies such as the Company Group Entities, and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Series A Preferred Units. Such OIC Investor has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Such OIC Investor acknowledges that Energy Vault and the Company Group Entities have given such access to documents, employees, and facilities of the Company Group Entities as such OIC Investor has deemed necessary to enable it to make an informed and intelligent decision.

(b)Such OIC Investor acknowledges and agrees that, except for the representations and warranties expressly set forth in Article 2 and in other Transaction Agreements, no Person has made any representations and warranties regarding the Company Group Entities or the Energy Vault Entities in connection with this Agreement. Such OIC Investor hereby expressly disclaims reliance upon any representation, warranty or statement (whether written or oral) made by or on behalf of the Company Group Entities or the Energy Vault Entities other than those representations and warranties expressly set forth in Article 2 or in any other Transaction Agreement.

3.10Prohibited Foreign Entity. Neither such OIC Investor nor any of its direct or indirect owners or beneficiaries (i) is a “specified foreign entity” (as such term is defined in Section 7701(a)(51)(B) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof) and (ii) is a “foreign influenced entity” (as such term is defined in Section 7701(a)(51)(D) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof). Such OIC Investor represents and warrants that it is not (A) owned by or the majority of stock or other ownership interest of such OIC Investor is held or controlled by: (x) individuals who are citizens of China, Iran, North Korea, Russia, or a designated country (which as of the date this Agreement consists of Cuba and Venezuelan President Nicolas Maduro); or (y) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country (which as of the date this rep is made consists of Cuba and Venezuelan President Nicolas Maduro); or (B) headquartered in China, Iran, North Korea, Russia, or a designated country (which as of the date this rep is made consists of Cuba); in each case, as set forth in the Lone Star Infrastructure Protection Act, as codified in Texas Business & Commerce Code chapter 117.

4.Indemnification.

4.1Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months after the Closing Date; provided, that (a) the Company Fundamental Representations (other than the representations and warranties set forth in Section 2.15) shall survive until the date that is six (6) years after the Closing Date and (b) the representations and warranties set forth in Section 2.15 shall survive until the date that is six (6) months following the expiration of the applicable statute of limitations with respect thereto. Notwithstanding the foregoing, any claims asserted in good faith with reasonable

specificity and in writing by notice from the Indemnified Party to the Indemnifying Party (each as defined below) prior to the expiration date of the survival period shall not thereafter be barred by the expiration of the survival date of the relevant representation or warranty and such claims shall survive until finally resolved. Notwithstanding anything in this Section 4.1 to the contrary, in no event shall the representations and warranties contained herein survive beyond the date on which all Series A Preferred Units have been redeemed in full in cash pursuant to the A&R LLC Agreement.

4.2Indemnification by Energy Vault and the Company.

(a)Subject to the other terms and conditions of this Agreement, Energy Vault and the Company (the “Energy Vault Indemnitors”) shall, jointly and severally, indemnify and defend OIC and its successors and permitted assigns, and each of the foregoing’s respective Representatives (the “OIC Indemnitees”) against, and shall hold the OIC Indemnitees harmless from and against any and all OIC Indemnifiable Losses. “OIC Indemnifiable Losses” means any out-of-pocket Losses incurred or sustained by, or imposed upon, the OIC Indemnitees (excluding any Losses that arise solely as a result of OIC’s ownership of Series A Preferred Units except to the extent expressly set forth in the definition of “out-of-pocket Losses”) based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any of the representations or warranties of the Company or Energy Vault contained in this Agreement or any certificate delivered by or on behalf of Energy Vault or the Company pursuant this Agreement; (ii) the failure of Energy Vault or the Company to perform any of its covenants, obligations or other agreements under this Agreement; or (iii) any matter set forth on Schedule 4.2.

(b)Subject to the other terms and conditions of this Agreement, Energy Vault shall indemnify and defend each Company Group Entity and its successors and permitted assigns, and each of the foregoing’s respective Representatives (the “Project Company Indemnitees”) against, and shall hold the Project Company Indemnitees harmless from and against any and all Project Company Indemnifiable Losses. “Project Company Indemnifiable Losses” means any out-of-pocket Losses incurred or sustained by, or imposed upon, any Company Group Entity based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any of the representations or warranties of the Company or Energy Vault contained in this Agreement or any certificate delivered by or on behalf of Energy Vault or the Company pursuant this Agreement; (ii) the failure of Energy Vault or the Company to perform any of its covenants, obligations or other agreements under this Agreement; or (iii) any matter set forth on Schedule 4.2. OIC shall have exclusive right to enforce the provisions of this Section 4.2(b) (and the other provisions of this Agreement as they relate thereto, including, without limitation, with respect to receiving notices in respect thereof) on behalf of the Project Company Indemnitees.

(c)For purposes of this Section 4, “out-of-pocket Losses” shall mean all out of pocket costs, fees and expenses, including, without limitation, any payment or payment obligation to a third party, any costs, fees and expenses for replacement or repair or any asset (whether real, tangible or intangible, and whether or not actually replaced or repaired), any costs, fees and expenses arising from not having rights to any assets (whether real, tangible or intangible, and whether or not such rights are actually subsequently obtained), any increased compliance costs, and any additional costs, fees and expenses due to delay or cessation of operations. Further, solely with respect to the OIC Indemnitees, “out-of-pocket Losses” shall include all amounts contributed or paid to the Company by OIC in the event the issuance of the Series A Preferred Units is invalidated, deemed unauthorized, deemed unenforceable or otherwise rescinded such that OIC does not obtain the rights, title and interest in and to the Series A Preferred Units as contemplated by this Agreement.

4.3Indemnification by OIC. Subject to the other terms and conditions of this Agreement, OIC shall indemnify and defend Energy Vault, the Company and its respective successors and permitted assigns and each of the foregoing’s respective Representatives (the “Energy Vault Indemnitees”) against, and shall hold each of them harmless from and against, any and all out-of-pocket Losses incurred or sustained by, or imposed upon, the Energy Vault Indemnitees based upon, arising out of, with respect to or by reason of (a) any inaccuracy in or breach of any of the representations or warranties of OIC contained in this Agreement or any certificate delivered by or on behalf of OIC pursuant this Agreement or (b) the failure of OIC to perform any of its covenants, obligations or other agreements under this Agreement (such Losses, “Energy Vault Indemnifiable Losses”).

4.4Calculation of Losses; Certain Limitations.

(a)Baskets.

(i)The Energy Vault Indemnitors shall not be liable to the OIC Indemnitees for indemnification under Section 4.2(a)(i) until the aggregate amount of all OIC Indemnifiable Losses in respect of such indemnification under Section 4.2(a)(i) exceeds $1,000,000 (the “OIC Basket”), in which event the Energy Vault Indemnitors shall be required to pay or be liable for all such OIC Indemnifiable Losses in excess of the OIC Basket; provided that any claims for indemnification under Section 4.2(a) relating to any inaccuracy in or breach of any Company Fundamental Representation.

(ii)Energy Vault shall not be liable to any Company Group Entity for indemnification under Section 4.2(b)(i) until the aggregate amount of all Project Company Indemnifiable Losses in respect of such indemnification under Section 4.2(b)(i) exceeds $1,000,000 (the “Project Company Basket”), in which event Energy Vault shall be required to pay or be liable for all such Project Company Losses in excess of the Project Company Basket.

(b)For purposes of determining the amount of a Loss resulting from a breach of any representation or warranty pursuant to Section 4.2, the determination shall be made without reference or giving effect to the terms “material,” “materiality,” “Material Adverse Effect”, “material adverse effect” contained in such representation or warranty; but, for the avoidance of doubt, such terms shall not be ignored in determining whether or not any such representation or warranty was breached or inaccurate.

(c)Maximum Limitations.

(i)Notwithstanding anything to the contrary in this agreement, the aggregate amount of all OIC Indemnifiable Losses for which the Energy Vault Indemnitors shall be liable pursuant to Section 4.2 shall not exceed (x) the current aggregate Redemption Amount of the Series A Preferred Units, as defined in and as calculated under and pursuant to the A&R LLC Agreement), at the time such OIC Indemnifiable Losses are fully satisfied in cash plus (y) all out-of-pocket Losses incurred by the OIC Indemnitees in pursuing indemnification claims against Energy Vault and/or the Company pursuant hereto.

(ii)Notwithstanding anything to the contrary in this agreement, (x) the aggregate amount of all Project Company Indemnifiable Losses resulting from a breach of any representation or warranty (other than with respect to a breach of any Company Fundamental Representation) for which Energy Vault shall be liable pursuant to Section 4.2 shall not exceed 10% of the aggregate Cash Contributions actually contributed by OIC to the Company pursuant to this Agreement and the A&R LLC Agreement and (y) the aggregate amount of all

Project Company Indemnifiable Losses (including those resulting from a breach of any Company Fundamental Representation) for which Energy Vault shall be liable pursuant to Section 4.2 shall not exceed the aggregate Cash Contributions actually contributed by OIC to the Company pursuant to this Agreement and the A&R LLC Agreement.

(iii)Notwithstanding Section 4.2(a) and Section 4.2(b), the indemnification with respect to the failure of Energy Vault to perform its covenants, obligations or other agreements set forth on Schedule 5.3 shall be as set forth on Schedule 5.3.

(d)No Indemnified Party shall be entitled to recover for any incidental, special, indirect, consequential (except to the extent such consequential damage is the reasonably foreseeable result of the underlying breach), exemplary, punitive damages or lost profits, including loss of future revenue or income, loss of business reputation or opportunity, diminution in value, or any damage based on any type of multiple, unless such Loss is paid or payable to a third party.

(e)Under no circumstances will any Indemnified Party be entitled to recover more than one time for any OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, related to the same facts, conditions or events, under this Agreement and there shall be no duplication of payments or recovery under different provisions of this Agreement arising out of the same facts, conditions or events.

(f)The amount of any OIC Indemnifiable, Losses Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, claimed hereunder shall be reduced to the extent of any amounts recovered from third parties with respect to such OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, in each case net of deductibles, reasonable costs and expenses and any Taxes incurred in pursuing or obtaining such amounts and premium adjustments directly resulting therefrom. If an Indemnified Party recovers amounts for OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, hereunder from or on behalf of an Indemnifying Party and subsequently recovers for such OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, from any third party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for an amount equal to the lesser of (x) the amount that the Indemnifying Party recovered from the Indemnified Party for such OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, and (y) the amount that the Indemnifying Party recovered from third parties, in each case net of deductibles, reasonable costs and expenses and any Taxes incurred in pursuing or obtaining such amounts and premium adjustments directly resulting therefrom.

4.5Indemnification Procedures. The Party making a claim under this Section 4 is referred to as the “Indemnified Party,” and the Party against whom such claims are asserted under this Section 4 is referred to as the “Indemnifying Party.”

(a)Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Proceeding made or brought by any Person who is not a Party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after

receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 4.5(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party; provided, that if in the reasonable opinion of outside counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of one (1) counsel to the Indemnified Party per applicable jurisdiction. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim following reasonable notice and opportunity to cure such failure, the Indemnified Party may, subject to Section 4.5(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, based upon, arising from or relating to such Third Party Claim. The Parties hereto shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 6.10) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

(b)Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 4.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails

to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. The Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party.

(c)Direct Claims. Any Proceeding by an Indemnified Party on account of a OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, that has been or may be sustained by the Indemnified Party. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records as reasonably necessary) as the Indemnifying Party or any of its professional advisors may reasonably request.

4.6Remedies.

(a)Once any OIC Indemnifiable Losses, Energy Vault Indemnifiable Losses or Project Company Indemnifiable Losses, as applicable, in respect of indemnification under Section 4.2 or Section 4.3 is agreed to in writing by the Indemnifying Party or finally adjudicated to be payable pursuant to this Section 4, within thirty (30) calendar days of such final, non-appealable adjudication, the Indemnified Party shall satisfy its obligations by wire transfer of immediately available funds to the Indemnified Party.

(b)The parties acknowledge and agree that, from and after the Closing, their sole and exclusive remedy with respect to any and all claims (other than claims (i) arising from Actual Fraud, (ii) for any relief other than monetary damages (including injunctive relief or specific performance) when such relief is otherwise available under this Agreement or applicable Law or (iii) under the Confidentiality Agreement or any other Transaction Agreement) for any breach of any representation or warranty set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 4.

5.Other Agreements.

5.1Tax Matters.

(a)Intended Tax Treatment. The Parties agree that, for U.S. federal (and applicable state or local) income tax purposes, it is intended that: (i) concurrently and in connection with Energy Vault Parent’s issuance and delivery to each OIC Investor of the Warrant Agreement issued to it at the Closing, such OIC Investor be treated as paying, in exchange for such warrant, a portion of the Initial Cash Contribution equal to the amount set forth opposite such OIC Investor’s name on Schedule 5.1(a), and such warrants will be treated as transferred to the OIC Investors in accordance with Treasury Regulations

Section 1.1032-3; (ii) in connection with Energy Vault Parent’s issuance and delivery of any Warrant Agreements related to the warrants of Energy Vault Parent that are issued in respect of any future Cash Contribution to OIC or an Affiliate of OIC, OIC or such Affiliate of OIC be treated as paying, in exchange for such warrants, a portion of such other Cash Contribution equal to an amount to be determined by the Company in good faith, and such warrants will be treated as transferred to OIC or such Affiliate of OIC in accordance with Treasury Regulations Section 1.1032-3; and (iii) the contributions by OIC and Energy Vault described in Sections 1.1 and 1.2, taken together, be treated as a transaction described in Section 351 of the Code (the “Intended Tax Treatment”). The Parties hereby agree to file all tax returns in a manner consistent with the Intended Tax Treatment and not to take any position for Tax purposes (including in connection with any Tax proceeding) that is inconsistent with the Intended Tax Treatment, unless otherwise required by applicable Law following a final determination within the meaning of Section 1313(a) of the Code.

(b)Tax Proceedings. For the avoidance of doubt, notwithstanding any provision hereof to the contrary, all Tax audits, investigations, litigation or other proceedings or matters in respect of the Company Group Entities shall be controlled by the Company in its sole discretion in accordance with the A&R LLC Agreement.

(c)Transfer Taxes. Energy Vault shall bear any Transfer Taxes arising as a result of the EV Contribution. All necessary tax returns and other documentation with respect to any such Transfer Taxes shall be prepared and timely filed by Energy Vault.

(d)Other Tax Matters. For so long as an OIC Investor or an Affiliate of OIC is a member of the Company, such OIC Investor or such Affiliate of OIC will promptly notify the Company upon becoming aware that it or one or more of its direct or indirect owners or beneficiaries is or reasonably believes it might become (i) a “specified foreign entity” (as such term is defined in Section 7701(a)(51)(B) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof) or (ii) a “foreign influenced entity” (as such term is defined in Section 7701(a)(51)(D) of the Code or in temporary, proposed or final United States Treasury Regulations or other guidance promulgated or proposed thereunder or issued in respect thereof).

5.2Head of Asset Vault. Promptly, and in any event within sixty (60) days following the Closing, Energy Vault shall identify, and the board of directors of the Company shall appoint, a reasonably qualified individual to the role of “Head of Asset Vault”, a senior management position with oversight of the operations of the Company. Should Energy Vault fail to identify a qualified individual within such sixty (60)-day period, OIC shall be entitled to take the lead in the search for an individual to fill such role, it being agreed and acknowledged that the board of directors of the Company shall retain ultimate discretion as to the appointment of such role.

5.3Contribution Covenants. The Parties shall comply with the covenants set forth on Schedule 5.3.

5.4Management Services Agreement. Within sixty (60) days following the Closing, the Parties shall discuss, in good faith, a management services agreement, to be entered into by and among one or more Energy Vault Entities, on the one hand, and one or more Company Group Entities, on the other hand, with respect to the potential provisioning of certain back-office, accounting, financial reporting and similar services, and such other services and rights as may be agreeable amongst the Parties.

5.5Independent Director. Promptly, and in any event prior to December 31, 2025, Energy Vault shall identify and designate an Independent Director in accordance with and as contemplated by the A&R LLC Agreement.

6.Miscellaneous.

6.1Notices.

(a)All notices and other communications hereunder shall be in writing and shall be deemed given (x) when delivered personally, (y) one Business Day after having been dispatched by a nationally recognized overnight courier service, or (z) when sent via email (to the extent that no “bounce back” or similar message indicating non-delivery is received with respect thereto), in each case to the Parties at the following address (or at such other addresses for a Party as shall be specified by like notice):

(i)if to Energy Vault or the Company, to:

Energy Vault, Inc. 4165 East Thousand Oaks Blvd

Suite 100

Westlake Village, California 91362 Attention: Chief Legal Officer Email: legal@energyvault.com

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

845 Texas Ave

Suite 47000

Houston, Texas 77002 Attention: Jenny Speck; Michael Gibson Email: jspeck@velaw.com; mgibson@velaw.com

(ii)if to OIC, to:

c/o OIC, L.P. 292 Madison Avenue

Suite 2500 New York, New York 10017 Attention: [*] Email: [*]

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP 260 North Green Street, Suite 1300 Chicago, IL 60607 Attention: Peter Lieberman; Kyle R. Junik Email: liebermanp@gtlaw.com; junikk@gtlaw.com

(b)Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 6.1.

6.2Further Assurances. After the Closing, each Party, at the request of any other Party and without additional consideration, shall execute and deliver, or shall otherwise cause to be executed and delivered, from time to time, such further instruments of conveyance or transfer,

and do such further acts, as necessary to more fully and effectively convey and deliver the contributions contemplated hereby.

6.3Entire Agreement; No Third Party Beneficiaries. This Agreement and the other Transaction Agreements and the documents and instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto, including all of the exhibits attached hereto or thereto, (a) constitute the entire agreement among the parties to the Transaction Agreements with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties to the Transaction Agreements with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement, in accordance with its terms, and (b) except as explicitly provided herein or therein are not intended to confer, and shall not be construed as conferring, upon any Person other than the parties to the Transaction Agreements any rights or remedies hereunder.

6.4Amendments. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Parties.

6.5Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Party. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

6.6Governing Law; Jurisdiction.

(a)This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

(b)Each Party hereby irrevocably agrees that any legal dispute, claim or controversy shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the District of Delaware, and each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such legal dispute, claim or controversy. During the period that an action, suit or proceeding is filed in accordance with this Section 6.6 is pending before a court, all actions, suits or proceedings with respect to such dispute, claim or controversy or any other dispute, claim or controversy, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert as a defense in any action, suit, or proceeding, that (i) such Party is not subject thereto, (ii) such action, suit or proceeding may not be brought or is not maintainable in such court, (iii) such Party’s property is exempt or immune from execution, (iv) such action, suit or proceeding is brought in an inconvenient forum, or (v) the venue of such action, suit, or proceeding is improper.

6.7Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF ANY PARTY HERETO OR THERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

6.8Specific Performance. The Parties agree that irreparable damage for which monetary relief, even if available, may not be an adequate remedy, could occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the Parties fail to take any action required of them hereunder to consummate this Agreement and the Transactions. Subject to the following sentence, the Parties

acknowledge and agree that (a) the Parties shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in the courts described in Section 6.6 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific enforcement is an integral part of the Transactions and without that right neither OIC nor Energy Vault would have entered into this Agreement. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6.8 shall not be required to provide any bond or other security in connection with any such order or injunction.

6.9Counterparts. This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

6.10Confidentiality. This Agreement may not be publicly disclosed, circulated, quoted or otherwise referred to in any document (other than the Transaction Agreements), except with the prior written consent of the other Parties (which shall not be unreasonably withheld, conditioned or delayed). The foregoing notwithstanding, Energy Vault, OIC or the Company may disclose the existence or contents of this Agreement to (a) the extent required by applicable Law, the applicable rules of any national securities exchange or in connection with any securities regulatory agency filings relating to the Transactions and the Transaction Agreements, or in connection with any Tax filings or reporting, (b) Energy Vault’s, OIC’s or the Company’s respective Affiliates and Representatives who agree to maintain the confidentiality of this Agreement, or (c) the extent reasonably required in connection with any litigation to enforce a Party’s rights hereunder. None of the Energy Vault Entities or the Company Group Entities shall use or mention the name of OIC (or its Affiliates) or use their logos or trademarks in any press release or marketing materials without the prior written consent of OIC.

6.11No Third Party Liability. This Agreement may only be enforced against the named parties hereto in their respective capacities as such. All claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are expressly identified as parties hereto in their respective capacities as such; and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any Party (including any Person negotiating or executing this Agreement on behalf of a Party), unless party to this Agreement (and, in such case, only with respect to the specific obligations set forth herein with respect to such Party), shall have any Liability or obligation with respect to this Agreement or with respect to any claim or cause of action (whether in contract or tort or otherwise) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement.

6.12Expenses. Each Party will each pay its own expenses (including attorneys’ and accountants’ fees and expenses) incurred in connection with the negotiation of this Agreement and the other Transaction Agreements, the performance of its obligations hereunder and the consummation of the Transactions. Notwithstanding the foregoing, at the Closing, Energy Vault Parent or its Affiliate shall reimburse OIC for its reasonable and documented out-of-pocket expenses incurred in connection the negotiation of this Agreement and the other Transaction Agreements, the performance of its obligations hereunder and the consummation of the Transactions (the “Transaction Expenses”) in excess of the Diligence Deposit; provided, that to the extent that the Diligence Deposit exceeds the Transaction Expenses, such excess Diligence Deposit shall be refunded to Energy Vault Parent at the Closing.

6.13Interpretation. Except to the extent that the context otherwise requires:

(a)when a reference is made in this Agreement to a Section, Clause, Exhibit, Schedule or Recital, such reference is to a Section or Clause of, an Exhibit or Schedule or the Recitals to, this Agreement unless otherwise indicated;

(b)the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c)if any time period for giving notice or taking action hereunder expires on a day which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day;

(d)the words “include”, “includes” or “including” (or similar terms) are deemed to be followed by the words “without limitation”;

(e)the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(f)the word “or” shall not be exclusive;

(g)the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”;

(h)the definitions contained in this Agreement are applicable to the other grammatical forms of such terms;

(i)all accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States in effect from time to time;

(j)a reference to any legislation or to any provision of any legislation will include any modification, amendment or re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation;

(k)references to a Person are also to its permitted successors and assigns;

(l)the singular includes the plural and vice versa; and

(m)the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof.

6.14Definitions. As used in this Agreement, the following terms have the following meanings:

“A&R LLC Agreement” has the meaning set forth in the Recitals.

“Actual Fraud” means, with respect to the making of the representations and warranties in Sections 2 or 3 of this Agreement, as applicable, the actual and intentional fraud under Delaware common law of the Party making such representation and warranties.

“Affiliate” means with respect to any Person, any other Person that directly or indirectly, including through one or more intermediaries, Controls, is Controlled by or is under Common Control with such Person.

“Agreement” has the meaning set forth in the preamble.

“Active Projects” means the Calistoga Project and the Cross Trails Project, collectively, or any individually, an “Active Project”.

“AML Laws” means all applicable Laws and regulations concerning anti-money laundering or counter-terrorism matters, including financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act of 1970, as amended by the Patriot Act, and the applicable anti-money laundering statutes of jurisdictions where Energy Vault or any Company Group Entity conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.

“Anti-Corruption Laws” means all applicable Laws and regulations of any Governmental Authority relating to anti-bribery or anti-corruption (governmental or commercial), including Laws that prohibit the corrupt payment, offer, promise, authorization, acceptance or agreement to accept the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any government official, foreign government employee, commercial entity or anyone to obtain or retain business improperly or for other improper benefit or advantage, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq.), the UK Bribery Act of 2010, the U.S. Foreign Extortion Prevention Act, and all local, national and international Laws prohibiting such conduct or enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Asset Vault Project Companies” means Calistoga Resiliency Center, LLC, Cross Trails Energy Storage Project LLC, and Stoney Creek BESS, collectively, or individually an “Asset Vault Project Company”.

“Asset Vault Projects” means the Calistoga Project, the Cross Trails Project, the SOSA Project, and the Stoney Creek Project, collectively, or any individually, an “Asset Vault Project”.

“Asset Vault Projects Budget” means the corporate and project-level annual budgets for the Calistoga Project and Cross Trails Project, respectively, for the current and following year as attached as Exhibit F hereto.

“Assignment Agreement” has the meaning set forth in Section 1.2.

“Business Day” means any day of the year on which national banking institutions in New York, New York and Houston, Texas are open to the public for conducting business and are not required or authorized to close.

“Calistoga Holdco” has the meaning set forth in Section 1.1(a).

“Calistoga Project” has the meaning set forth in the A&R LLC Agreement.

“Cash Contributions” has the meaning set forth in Section 1.1.

“Closing” has the meaning set forth in Section 1.3(a).

“Closing Date” has the meaning set forth in the Preamble.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Common Units” has the meaning set forth in the A&R LLC Agreement.

“Company” has the meaning set forth in the Preamble.

“Company Fundamental Representations” means the representations and warranties set forth in Section 2.1 (Organization, Standing and Corporate Power), Section 2.2(a) and (b) (Authority; Noncontravention), Section 2.3 (Capitalization), Section 2.14 (Affiliate Arrangements), Section 2.15 (Taxes), Section 2.16 (Brokers or Finders) and Section 2.18 (Bankruptcy; Solvency).

“Company Group Entities” means, without duplication, the Company, each Contributed Entity, each Asset Vault Project Company, each direct and indirect Subsidiary of the Company and each direct and indirect Subsidiary of any Contributed Entity, collectively, and each, individually, a “Company Group Entity”.

“Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of February 6, 2025, by and between Energy Vault Parent and OIC, L.P.

“Contract” means any contract, agreement or other legally binding instrument, whether oral or written, including any note, bond, mortgage, deed, indenture, commitment, lease, sublease, license or sublicense or joint venture.

“Contributed Entities” has the meaning set forth in Section 1.2.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controlled” and under “Common Control” has a correlative meaning.

“Cross Trails Holdco” has the meaning set forth in Section 1.2(a).

“Cross Trails Project” has the meaning set forth in the A&R LLC Agreement.

“Development Expenditure Budget” means the agreed budget and governance provisions for the Development Funding Reserve as attached as Exhibit G hereto.

“Development Funding Reserve” has the meaning set forth in the A&R LLC Agreement.

“Diligence Deposit” means the $150,000 deposit funded by Energy Vault Parent to be held in escrow by OIC for exclusive use towards due diligence expenses as mutually agreed upon pursuant to that certain Term Sheet, dated as of June 13, 2025, by and between OIC, L.P. and Energy Vault Parent, as updated pursuant to that certain Term Sheet dated August 6, 2025.

“Direct Claim” has the meaning set forth in Section 4.5(c).

“Disclosure Schedules” has the meaning set forth in Section 2.

“Encumbrances” means any mortgage, deed of trust, deed to secure debt, title or survey defect, option, right of first offer, right of first refusal or opportunity, hypothecation, servitude, easement, encroachment, variance, collateral security agreement, UCC financing statement, reservation, equitable interest, license, lease, sublease, right of way, valid claim, lien, pledge, charge, security interest, restriction (including any restriction on use, voting, transfer, ownership, alienation, receipt of income or exercise of any other attribute of ownership), voting trust, matter of record or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable Law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Energy Vault” has the meaning set forth in the Preamble.

“Energy Vault Entities” means Energy Vault together with Energy Vault Parent and their respective direct and indirect Subsidiaries, other than the Company Group Entities, collectively, or any individually a “Energy Vault Entity”.

“Energy Vault Indemnifiable Losses” has the meaning set forth in Section 4.3.

“Energy Vault Indemnitees” has the meaning set forth in Section 4.3.

“Energy Vault Indemnitors” has the meaning set forth in Section 4.2(a).

“Energy Vault’s Knowledge” means the actual knowledge, after reasonable inquiry of direct reports, of Robert Piconi, Michael Beer, Akshay Ladwa, Matthew Brezina and Marco Terruzzin.

“Energy Vault Parent” means Energy Vault Holdings, Inc., a Delaware corporation.

“Energy Vault SEC Documents” means all of the forms, registration statements, reports, schedules and statements filed or furnished by Energy Vault Parent under the Exchange Act or the Securities Act.

“Enforceability Limitations” means (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

“Environmental Law” means any applicable Law pertaining to pollution, protection of the environment or natural resources, or the generation, use, treatment, transportation, storage, handling, Release, threatened Release, reporting, discharge or disposal of, or response or exposure to, Hazardous Substances or products containing the same, including the following and their comparable state and local analogs: the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990; the Federal Water Pollution Control Act of 1972; the Oil Pollution Act of 1990; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984; the Toxic Substances Control Act of 1976; the Emergency Planning and Community Right-to-Know Act of 1986; the

Hazardous Materials Transportation Act; the Endangered Species Act; and the Occupational Safety and Health Act (to the extent relating to exposure to Hazardous Substances).

“Environmental Permits” mean any Permit issued pursuant to Environmental Laws.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any entity, trade or business, whether or not incorporated, that together with Energy Vault, would be, or at the relevant time was, deemed a “single employer” within the meaning of Section 4001(b) of ERISA or a member of a group described in Section 414(b), (c), (m) or (o) of the Code.

“EV Contribution” has the meaning set forth in Section 1.2.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Authority” means any government, court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality, in each case whether domestic or foreign, any stock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, taxing or other governmental or quasi-governmental authority.

“Hazardous Substances” means any substance, material or waste listed, defined, designated or classified as hazardous, toxic or radioactive or as a pollutant or contaminant pursuant to any Environmental Law, or that is otherwise regulated or by or for which Liability or standards of conduct may be imposed under any Environmental Law, including any petroleum or petroleum-derived products, radioactive materials, asbestos or asbestos containing materials, per- and polyfluoroalkyl substances and polychlorinated biphenyls.

“HoldingsCo” has the meaning set forth in Section 1.2.

“Holdings Trust” has the meaning set forth in Section 1.2.

“Indemnified Party” has the meaning set forth in Section 4.5.

“Indemnifying Party” has the meaning set forth in Section 4.5.

“Initial Cash Contribution” has the meaning set forth in the Recitals.

“Insurance Policies” has the meaning set forth in Section 2.10.

“Intended Tax Treatment” has the meaning set forth in Section 5.1.

“ITC Transfer Indemnification Agreement” means that certain ITC Transfer Indemnification Agreement to be entered into in the form attached as Exhibit H hereto.

“Law” means any law, statute, regulation, ordinance, rule, order, decree, judgment (including common law), consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed to or imposed by any Governmental Authority in their capacity as such.

“Liability” means debts, liabilities, commitments, losses, deficiencies, charges, damages, demands, costs, fees, expenses and monetary obligations (including guarantees, endorsements and other forms of credit support), whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, on- or off-balance sheet, including those arising under any Contract, Law or Proceeding.

“Losses” means losses, damages, liabilities, deficiencies, Proceedings, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’, accountants’ and other experts’ fees and the cost of enforcing any right to indemnification hereunder.

“Material Adverse Effect” means any event, fact, condition, circumstance, change, occurrence, development or effect that is or would reasonably be expected, individually or taken together with any other event, fact, condition, circumstance, change, occurrence, development or effect, to (i) materially impair or delay Energy Vault’s ability to perform or comply with its obligations under this Agreement or consummate the Transactions or the transactions contemplated under the Transaction Agreements or (ii) have a material adverse effect on (1) the business, assets, condition (financial or otherwise), results of operations or prospects of any Company Group Entity or (2) the validity or enforceability of this Agreement or the Transactions; provided, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (a) conditions affecting the industry in which any of the Company Group Entities participates, any change in interest rates, the U.S. economy as a whole or the capital markets in general or the markets in which any of the Company Group Entities operates (including any disruption thereof, any inflation or deflation, and any decline in the price of any commodity, security or any market index); (b) any change in applicable Laws or the interpretation thereof; (c) actions required to be taken under applicable Laws; (d) any change in GAAP; (e) the failure of any Company Group Entity to meet or achieve the results set forth in any projection or forecast (but not any underlying reason for such failure); (f) national, international or extranational political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States; (g) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, pandemics or epidemics, wild fires or other natural disasters, weather conditions and other force majeure events in the U.S. or any other country or region in the world; or (h) any changes resulting from any national, international or regional economic, financial, trade-based, social or political conditions, relationships or policies, including those relating to or arising out of any elections or any statements or other proclamations of public officials.

“Material Contract” means each Contract to which any Company Group Entity is party or by which any Company Group Entity is bound that:

•involves aggregate consideration payable or receivable in excess of $5,000,000;

•relates to indebtedness for borrowed money (or any guarantee of indebtedness for borrowed money), including any Contract for financing for any Asset Vault Project;

•is required to be disclosed in the Disclosure Schedules as provided in any subsection of Section 2.12;

•is required to be disclosed on Schedule 2.14 of the Disclosure Schedules;

•prohibits, limits or restricts the ability of any Company Group Entity to engage in any line of business, compete with any Person or in any line of business, solicit any Person operate its assets at maximum production capacity, or otherwise expressly restricts its ability to carry on its respective business in any geographic area;

•restricts the right of any Company Group Entity to sell to or purchase from any Person or to hire any Person;

•grants any Person “most favored nation”, right of first refusal or right of first option rights;

•provides or provided for the sale or transfer of tax credits, any guarantee thereof or any indemnification with respect thereto;

•relates to the lease or use of, or access to, real property; or

•is an engineering, procurement and construction Contract, an operations and maintenance Contract, an offtake or power purchase Contract, or an interconnection Contract;

(a)and each Contract to which an Energy Vault Entity is party related to or entered into in connection with the evaluation, negotiation or consummation of the potential acquisition of the SOSA Project.

“OIC” has the meaning set forth in the Preamble.

“OIC Basket” has the meaning set forth in Section 4.4(a).

“OIC Indemnifiable Losses” has the meaning set forth in Section 4.2(a).

“OIC Indemnitees” has the meaning set forth in Section 4.2(a).

“OIC Investor” has the meaning set forth in the Preamble.

“OIC Material Adverse Effect” means any event, fact, condition, circumstance, change, occurrence, development or effect that is or would reasonably be expected, individually or taken together with any other event, fact, condition, circumstance, change, occurrence, development or effect, to materially impair or delay OIC’s ability to perform or comply with its obligations under this Agreement or consummate the Transactions or the transactions contemplated under this Agreement.

“Order” means any injunction, judgment, decision, consent decree, compliance order, subpoena, verdict, ruling, award, arbitral award, assessment, direction, instruction,

penalty, sanction, writ, decree or other order entered, issued, made, rendered or imposed by any Governmental Authority.

“Organizational Documents” means with respect to any Person, the Contracts or instruments pursuant to which such Person was incorporated, organized or formed and by which such Person is currently governed, which shall be (i) in the case of a corporation, the certificate or articles of incorporation or formation and the bylaws, (ii) in the case of a limited liability company, the limited liability company agreement and (iii) in the case of other forms of entities, the Contracts and instruments which collectively perform functions similar to the foregoing, in each case, together with any other organizational or governing document comparable in function to those described above.

“Original LLC Agreement” has the meaning set forth in the Recitals.

“Party” or “Parties” have the meaning set forth in the Preamble.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Permits” means all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates and approvals of any Governmental Authority necessary for the Company to own, lease and operate their properties and assets or to carry on their businesses (including the Asset Vault Projects) as they are now being conducted or as proposed to be conducted.

“Permitted Encumbrances” means (i) Encumbrances for Taxes not yet due and payable or that are being contested in good faith, (ii) Encumbrances that are matters of public record (other than inchoate mechanics or similar liens for which there is no pending or threatened claim) and do not and would not reasonably be expected to, individually or in the aggregate, materially detract from the value of or materially impair the direct or indirect ownership of or the present or proposed use of any portion of any Asset Vault Project, (iii) mechanics and similar liens set forth on Schedule 6.14(iii) of the Disclosure Schedules, (iv) zoning and other similar restriction under Law that, individually or in the aggregate, do not and would not reasonably be expected to adversely limit, impair or otherwise impact the development, construction, operation or maintenance of any Asset Vault Project, and (v) Encumbrances pursuant to the Transaction Agreements and, to the extent set forth on Schedule 6.14(v) of the Disclosure Schedules, the other Contracts to which the assets held by the Contributed Entities are subject.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority or any other entity.

“Proceeding” means any claim, action, cause of action, suit, litigation, arbitration, investigation, opposition, interference, audit, hearing, complaint, demand or other legal proceeding (whether sounding in contract, tort or otherwise, whether civil or criminal and whether brought at law or in equity).

“Project Company Basket” has the meaning set forth in Section 4.4(a).

“Project Company Indemnifiable Losses” has the meaning set forth in Section 4.2(b).

“Project Company Indemnitees” has the meaning set forth in Section 4.2(b).

“Release” means any release, spill, emission, leaking, pumping, pouring, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Substances into or through the indoor or outdoor environment or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, or groundwater.

“Representative” means, with respect to any Person, any and all directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Sanctioned Country” means a country or territory that is subject of comprehensive Sanctions (which are currently Cuba, Iran, North Korea, Syria, the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” means any Person that is the target of Sanctions, including (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United National Security Council, the European Union, any member state of the European Union, or the United Kingdon; (b) any Person operating, organized, or resident in a Sanctioned Country; (c) government of a Sanctioned Country or the Government of Venezuela; or (d) any Person 50% or more owned or controlled by any such Person or Persons or acting for or on behalf of such Person or Persons.

“Sanctions” means Applicable Laws involving economic or trade sanctions administered or enforced by the United States (including through OFAC or the U.S. Department of State), the United Nations Security Council, the European Union or His Majesty’s Treasury.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series A Preferred Units” has the meaning set forth in the A&R LLC Agreement.

“Solvent” means, with respect to any Person, that: (a) the present fair saleable value of the assets owned by such Person exceeds the amount required to pay its probable Liabilities as they become absolute and matured; (b) such Person does not have an unreasonably small amount of capital with which to engage in its business; and (c) such Person will be able to pay its debts and other Liabilities as they become due.

“SOSA Project” has the meaning set forth in the A&R LLC Agreement.

“SOSA Purchase Agreement” has the meaning set forth on Schedule 5.3.

“Stoney Creek BESS” means Stoney Creek BESS Pty Ltd., an Australian corporation.

“Stoney Creek Project” has the meaning set forth in the A&R LLC Agreement.

“Structuring Premium” has the meaning set forth in the A&R LLC Agreement.

“Subsidiary” of any Person means any Person (i) of which a majority of the outstanding securities or other ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions or is directly or indirectly owned or controlled by such Person or (ii) which such Person otherwise Controls.

“Tax” or “Taxes” means all taxes or similar duties, levies, imposts, or other similar charges in the nature of a tax imposed by a Governmental Authority, including any interest, penalties and additions imposed with respect thereto.

“Tax Sharing Agreement” means that certain Tax Sharing Agreement, effective or to be effective as of the Closing Date, by and among the Company and Energy Vault Parent and one or more of its other subsidiaries in the form attached as Exhibit I hereto.

“Third Party Claim” has the meaning set forth in Section 4.5(a).

“Transaction Agreements” means this Agreement, the A&R LLC Agreement, the Assignment Agreement, the Warrant Agreements, ITC Transfer Indemnification Agreement, the Tax Sharing Agreement, and any other agreements and instruments to be executed and delivered in connection with the Transactions.

“Transaction Expenses” has the meaning set forth in Section 6.12.

“Transactions” means the transactions contemplated by this Agreement.

“Transfer Taxes” means all sales (including bulk sales), use, transfer, real estate transfer, recording, ad valorem, documentary, gross receipts, registration, conveyance, excise, license, stamp or similar Taxes and fees.

“Voting Company Debt” has the meaning set forth in Section 2.3(c).

“Warrant Agreements” means those certain Warrant Agreements to be entered into by Energy Vault Parent and the OIC Investors in the form attached as Exhibit E hereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Agreement is executed by the Parties on the date set forth above.

ENERGY VAULT, INC.<br><br><br><br>By:<br><br><br><br><br><br>Name:<br><br>Title:

[Signature Page to Contribution and Purchase Agreement]

IN WITNESS WHEREOF, this Agreement is executed by the Parties on the date set forth above.

OIC STRUCTURED EQUITY FUND I, L.P.<br><br><br><br>By: OIC Structured Equity Fund I GP, L.P.<br><br>Its: general partner<br><br><br><br>By: OIC Structured Equity Fund I Upper GP, LLC<br><br>Its: general partner<br><br><br><br>By: ________________________________<br><br>Name:<br><br>Title:<br><br><br><br>OIC STRUCTURED EQUITY FUND I AUS, L.P.<br><br><br><br>By: OIC Structured Equity Fund I GP, L.P.<br><br>Its: general partner<br><br><br><br>By: OIC Structured Equity Fund I Upper GP, LLC<br><br>Its: general partner<br><br><br><br>By: ________________________________<br><br>Name:<br><br>Title:<br><br><br><br><br><br>OIC STRUCTURED EQUITY FUND I GPFA, L.P.<br><br><br><br>By: OIC Structured Equity Fund I GP, L.P.<br><br>Its: general partner<br><br><br><br>By: OIC Structured Equity Fund I Upper GP, LLC<br><br>Its: general partner<br><br><br><br>By: ________________________________<br><br>Name:<br><br>Title:

[Signature Page to Contribution and Purchase Agreement]

IN WITNESS WHEREOF, this Agreement is executed by the Parties on the date set forth above.

ASSET VAULT, LLC<br><br><br><br>By:<br><br><br><br><br><br>Name:<br><br>Title:

[Signature Page to Contribution and Purchase Agreement]

Exhibit ASCHEDULE 4.2

Specified Indemnified Matters

Exhibit BSCHEDULE 5.1(a)

Warrant Purchase Prices

Exhibit C

6.15

Exhibit DSCHEDULE 5.3

SOSA Project Contribution

Exhibit A

Form of A&R LLC Agreement

Exhibit B

Issued Units

Exhibit C

Form of Assignment Agreement

Exhibit D

Disclosure Schedules

Exhibit E

Form of Warrant Agreement

Exhibit F

Asset Vault Projects Budget

Exhibit G

Development Expenditure Budget

Exhibit H

Form of ITC Transfer Indemnification Agreement

Exhibit I

Form of Tax Sharing Agreement

Exhibit J

Exhibit K

Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT of 2002

I, Robert Piconi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energy Vault Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2025

Signature:	/s/ Robert Piconi
Title:	Chairman of the Board and Chief Executive Officer
	(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT of 2002

I, Michael Beer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energy Vault Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2025

Signature:	/s/ Michael Beer
Title:	Chief Financial Officer
	(Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Piconi, Chief Executive Officer of Energy Vault Holdings, Inc. (the “Company”), certify pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. This Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company, at the dates and for the periods presented in the financial statements included in this Report.

Date: November 10, 2025

Signature:	/s/ Robert Piconi
Title:	Chairman of the Board and Chief Executive Officer
	(Principal Executive Officer)

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Beer, Chief Financial Officer of Energy Vault Holdings, Inc. (the “Company”), certify pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. This Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company, at the dates and for the periods presented in the financial statements included in this Report.

Date: November 10, 2025

Signature:	/s/ Michael Beer
Title:	Chief Financial Officer
	(Principal Financial Officer)