Form S-4 Novus Capital Corp II

Exhibit 10.15

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ENERGY VAULT, INC.

2017 STOCK INCENTIVE PLAN

The purpose of the Plan is to aid Energy Vault, Inc., a Delaware corporation (the “Company”), and its Affiliates in recruiting and retaining Service Providers of outstanding ability and to motivate such individuals to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Stock Awards. The Company expects that it will benefit from the added interest that such individuals will have in the welfare of the Company and its Affiliates as a result of their proprietary interest in the Company.

(a)Affiliate. “Affiliate” means any Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with the Company. Solely with respect to the granting of any Incentive Stock Options, Affiliate of the Company means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(b)Beneficial Owner. The term “beneficial owner” shall have the meaning given to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act (or any successor rules thereto).

(c)Board. Board means the Board of Directors of the Company.

(d)Change in Control. Change in Control means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)the sale, exchange, lease or other disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act); or

(ii)any “person” or “group” (as such terms are defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company (or any Entity which controls the Company or which is a successor to all or substantially all of the assets of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; or

(iii)either a merger or consolidation in which the stockholders of the Company immediately prior to the merger or consolidation fail to possess direct or indirect beneficial Ownership of more than fifty percent (50%) of the voting power of the securities of the surviving corporation immediately following such transaction, provided however that (A) if the surviving corporation is a subsidiary of another Entity, then the required beneficial ownership shall be determined with respect to the securities of that Entity which controls the surviving corporation and is not itself a subsidiary of any other Entity and (B) any Person described in the following clause shall not be included in the group of stockholders of the Company immediately prior to such transaction: any Person who acquired securities of the Company prior to the occurrence of

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a merger or consolidation in contemplation of such merger or consolidation and who immediately following such merger or consolidation possesses direct or indirect beneficial Ownership of at least ten percent (10%) of the securities of the surviving corporation (or if the Company or the surviving corporation is a subsidiary, then of the appropriate Entity as determined pursuant to clause (A) above).

(e)Code. Code means the Internal Revenue Code of 1986, as amended.

(f)Committee. Committee means a committee of one or more members of the Board appointed by the Board in accordance with Section 3(c).

(g)Common Stock. Common Stock means the Class A Common Stock of the Company, subject to adjustment as provided in Section 11.

(h)Company. Company means Energy Vault, Inc., a Delaware corporation.

(i)Consultant. Consultant means any person, including an advisor (but not including an employee), (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the term “Consultant” shall not include Directors who are not compensated by the Company for their services as Directors, and the payment of a director’s fee by the Company for services as a Director shall not cause a Director to be considered a “Consultant” for purposes of the Plan.

(j)Continuous Service. Continuous Service means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted, changed or terminated. Unless otherwise determined by the Committee, a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the Entity for which the Participant renders such service, even if there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall interrupt and terminate a Participant’s Continuous Service. For example, a change in status from being an Employee of the Company to a Consultant or a Director of the Company, or a change from being an Employee of the Company to an Employee of a Subsidiary of the Company, shall constitute an interruption of Continuous Service. In contrast, a change in position as an Employee of the Company or transfers between locations of the Company shall not constitute an interruption or termination of Continuous Service. Consistent with applicable employment laws, the Board, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence. Notwithstanding anything herein to the contrary, if a Participant is both an Employee and a Director or Consultant, the interruption of Continuous Service shall refer to the interruption, change or termination of his or her status as an Employee.

(k)Director. Director means a member of the Board of Directors of the Company.

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(l)Disability. Disability means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. A Participant shall not be deemed to have a Disability until proof of the existence thereof shall have been furnished to the Board in such form and manner, and at such times, as the Board may require. Any determination by the Board that a Participant does or does not have a Disability shall be final and binding upon the Company and a Participant.

(m)Employee. Employee means any individual employed by the Company or an Affiliate. Service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate; provided, however, that, unless otherwise determined by the Committee, an Employee shall cease to be an Employee in the event the Employee’s employment is transferred from the Company to any Subsidiary.

(n)Entity. Entity means a corporation, partnership or other entity.

(o)Exchange Act. Exchange Act means the Securities Exchange Act of 1934, as amended.

(p)Fair Market Value. Fair Market Value means, as of any date, the value of a share of Common Stock determined as follows:

(i)If the Common Stock is listed on any established stock exchange or traded on an over-the-counter market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable.

(ii)In the absence of such markets for the Common Stock, the Fair Market Value will be determined in good faith by the Board and in a manner consistent with Section 260.140.50 of Title 10 of the California Code of Regulations and Section 409A of the Code.

(q)Incentive Stock Option. Incentive Stock Option means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(r)Initial Public Offering. Initial Public Offering means the initial underwritten public offering of the Common Stock of the Company pursuant to an effective registration statement under the Securities Act.

(s)Listing Date. Listing Date means the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system if such securities exchange or interdealer quotation system has

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been certified in accordance with the provisions of Section 25100(o) of the California Corporate Securities Law of 1968.

(t)Nonstatutory Stock Option. Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

(u)Officer. Officer means any individual designated by the Company as an officer.

(v)Option. Option means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.

(w)Option Agreement. Option Agreement means a written agreement between the Company and an Option holder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(x)Option holder. Option holder means a Person to whom an Option is granted pursuant to the Plan or, if applicable, such other Person who holds an outstanding Option.

(y)Own, Owned, Owner, Ownership. A Person shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such Person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(z)Participant. Participant means a Person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other Person who holds an outstanding Stock Award.

(aa)Permitted Transferee. Permitted Transferee means any Person to whom a Stock Award or share of Common Stock is transferred consistent with the provisions of Section 12 of this Plan.

(bb)Person. Person shall have the meaning ascribed to such term by Section 3(a)(9) and 13(d)(3) of the Exchange Act (or any successor section thereto).

(cc)Plan. Plan means this Company Stock Incentive Plan.

(dd)Restricted Stock Award. Restricted Stock Award means a grant of shares of the Company’s Common Stock not requiring a Participant to pay any amount of monetary consideration in excess of the par value of such common stock, and subject to the provisions of Subsection 7(a) of the Plan.

(ee)Restricted Stock Unit. Restricted Stock Unit means the right to receive one (1) share of the Company’s Common Stock at the time the Restricted Stock Unit vests, with the further right to elect to defer receipt of shares of Common Stock otherwise deliverable upon the vesting of an award of Restricted Stock Units. These Restricted Stock Units are subject to the provisions of Subsection 7(b) of the Plan.

(ff)Securities Act. Securities Act means the Securities Act of 1933, as amended.

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(gg)Service Provider. Service Provider means any Employee, Director or Consultant.

(hh)Stock Award. Stock Award means any right granted under the Plan, including, but not limited to: (i) Options, (ii) Restricted Stock Awards and (iii) Restricted Stock Units.

(ii)Stock Award Agreement. Stock Award Agreement means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(jj)Ten Percent Stockholder. Ten Percent Stockholder means a Person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

(a)Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in Section 3(c).

(b)Powers of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)To determine from time to time which of the Persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award granted (which need not be identical), including the time or times when a Person shall be permitted to receive Common Stock pursuant to a Stock Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.

(ii)To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii)To amend the Plan or a Stock Award as provided in Section 14.

(iv)To terminate or suspend the Plan as provided in Section 15.

(v)Generally, to exercise such powers and to perform such acts as the Board deems necessary, desirable, convenient or expedient to promote the best interests of the Company that are not in conflict with the provisions of the Plan.

(c)Delegation to Committee. The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of the Board, and the term “Committee” shall apply to any individuals to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the

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Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board some or all of the administration of the Plan. The Board or the Committee may delegate to one or more Officers of the Company the authority to grant Stock Awards under this Plan to Participants who are not Officers in accordance with the requirements of applicable law.

(d)Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any Person and shall be final, binding and conclusive on all persons.

(a)Share Reserve. Subject to the provisions of Section 11 relating to adjustments upon changes in Common Stock, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate 2,120,000 shares of Common Stock, reduced by the number of shares of Common Stock already issued under the Plan.

(b)Reversion of Shares to the Share Reserve. For purposes of Section 4(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares actually issued upon exercise or settlement of a Stock Award, and shall not be reduced by (i) shares subject to Stock Awards that have been terminated, expired unexercised, forfeited or settled in cash, (ii) shares subject to Stock Awards that have been retained by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of a Stock Award or (iii) shares subject to Stock Awards that otherwise do not result in the issuance of shares in connection with payment or settlement of an Award. In addition, shares of Common Stock that have been delivered (either actually or by attestation) to the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of a Stock Award shall be available for Stock Awards under this Plan.

(c)Source of Shares. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares.

(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants.

(b)Ten Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

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Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(a)Term. The term of an Option shall be set forth in the Option Agreement; provided, however, that, subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, no Option granted under the Plan shall be exercisable after the expiration of ten (10) years from the date it was granted.

(b)Exercise Price of an Incentive Stock Option. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders (to the extent applicable), the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(c)Exercise Price of a Nonstatutory Stock Option. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders (to the extent applicable), the exercise price of each Nonstatutory Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(d)Consideration. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by check at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option or subsequently (but prior to the time of exercise) (1) by delivery to the Company of other Common Stock, (2) according to a deferred payment or other similar arrangement with the Option holder, (3) by authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option or (4) in any other form of legal consideration that may be acceptable to the Board, including, without limitation, a promissory note. In the absence of a provision to the contrary in the individual Option holder’s Option Agreement, payment for Common Stock pursuant to an Option may only be made in the form of cash or check.

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In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the market rate of interest necessary to avoid a charge to earnings for financial accounting purposes.

(e)Vesting Generally. The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 6(e) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised.

(f)Termination of Continuous Service. In the event an Option holder’s Continuous Service terminates (other than upon the Option holder’s Disability or death), subject to Section 6(k), the Option holder may exercise his or her Option (to the extent that the Option holder was entitled to exercise such Option as of the date of termination or as otherwise permitted by the Company) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Option holder’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Option holder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate.

(g)Extension of Termination Date. An Option holder’s Option Agreement may also provide that if the exercise of the Option following the termination of the Option holder’s Continuous Service (other than upon the Option holder’s Disability or death) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, or similar requirements of applicable law of another jurisdiction to which the Option is subject, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option as set forth in the Option Agreement or (ii) the expiration of a period of three (3) months after the termination of the Option holder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements or similar requirements.

(h)Disability of Option holder. In the event that an Option holder’s Continuous Service terminates as a result of the Option holder’s Disability, the Option holder may exercise his or her Option (to the extent that the Option holder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or, following the Listing Date, shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Option holder does not exercise his or her Option within the time specified herein, the Option shall terminate.

(i)Death of Option holder. In the event (i) an Option holder’s Continuous Service terminates as a result of the Option holder’s death or (ii) the Option holder dies within the period (if any) specified in the Option Agreement after the termination of the Option holder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent

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the Option holder was entitled to exercise such Option as of the date of death or as otherwise permitted by the Company) by the Option holder’s estate or by a Person who acquired the right to exercise the Option by bequest or inheritance, but only within the period ending on the earlier of (1) the date twelve (12) months following the date of death (or such longer or, following the Listing Date, shorter period specified in the Option Agreement) or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

(j)Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Option holder’s Continuous Service is terminated for “Cause” (as defined below), the Option shall terminate and cease to be exercisable immediately upon such termination of Continuous Service.

For the purposes of this Section 6(k), “Cause” shall mean any of the following: (i) the Option holder’s refusal or failure to act in accordance with any specific, lawful direction or order of the Company or any of its Affiliates; (ii) the Option holder’s unfitness or unavailability for service or unsatisfactory performance (other than as a result of the Option holder’s death or Disability); (iii) the Option holder’s performance of any act or failure to perform any act in bad faith and to the detriment of the Company or any of its Affiliates; (iv) the Option holder’s failure or inability to perform satisfactorily any reasonable assigned material duties of his or her position (other than as a result of the Option holder’s death or Disability); (v) the Option holder’s dishonesty, intentional misconduct or material breach of any agreement with the Company or any of its Affiliates; or (vi) the Option holder’s commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Notwithstanding the foregoing, the definition of “Cause” in an individual written agreement between the Company or any of its Affiliates and the Option holder shall supersede the foregoing definition with respect to Stock Awards subject to such individual agreement (it being understood, however, that if no definition of the term Cause is set forth in such an individual written agreement, the foregoing definition shall apply).

(k)Repurchase. Subject to the “Repurchase Limitation” in Section 10(g), vested and/or unvested shares of Common Stock acquired under an Option may, but need not, be subject to a share repurchase option in favor of the Company.

(a)Restricted Stock Awards. Each Restricted Stock award agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock award agreements may change from time to time, and the terms and conditions of separate Restricted Stock award agreements need not be identical, but each Restricted Stock award agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)Consideration. A Restricted Stock Award may be awarded in consideration for past services actually rendered to the Company or an Affiliate for its benefit or any other lawful consideration.

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(ii)Vesting Generally. The total number of shares of Common Stock subject to a Restricted Stock Award may, but need not, vest in periodic installments that may, but need not, be equal.

(iii)Repurchase. Subject to the “Repurchase Limitation” in Section 10(g), vested and/or unvested shares of Common Stock awarded under a Restricted Stock award agreement may, but need not, be subject to a share repurchase option in favor of the Company.

(iv)Termination of Participant’s Continuous Service. Subject to the “Repurchase Limitation” in Section 10(g), unless otherwise provided in the applicable Restricted Stock award agreement, in the event a Participant’s Continuous Service terminates, the Company shall automatically reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the Restricted Stock award agreement.

(b)Restricted Stock Units. The following terms and conditions shall govern the grant and redeemability of Restricted Stock Units:

(i)A Restricted Stock Unit is the right to receive one (1) share of the Company’s Common Stock at the time the Restricted Stock Unit vests. To the extent permitted by the Board, Participants may elect to defer receipt of shares of Common Stock otherwise deliverable upon the vesting of an award of Restricted Stock Units, so long as such deferral election complies with applicable law (including Section 409A of the Code) and any requirements imposed by the Board. Restricted Stock Units shall be paid by delivery of shares of Common Stock, in cash, or a combination thereof, as the Board in its sole discretion shall deem appropriate.

(ii)Each Restricted Stock Unit award agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit award agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit award agreements need not be identical, but each Restricted Stock Unit award agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(A)Consideration. A Restricted Stock Unit may be awarded in consideration for past services actually rendered to the Company or an Affiliate for its benefit. The Board shall have the discretion to provide that the Participant pay for such Restricted Stock Unit with cash or other consideration permitted by law.

(B)Vesting. Vesting shall generally be based on the Participant’s Continuous Service and/or on the achievement of certain performance criteria, whether financial, transactional or otherwise, as determined by the Board.

(C)Termination of Participant’s Continuous Service. Unless otherwise provided in the applicable Restricted Stock Unit award agreement, the unvested portion of any award of Restricted Stock Units held by a Participant shall expire immediately upon the termination of such Participant’s Continuous Service.

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(D)Repurchase. Subject to the “Repurchase Limitation” in Section 10(g), vested and/or unvested shares of Common Stock awarded under a Restricted Stock Unit may, but need not, be subject to a share repurchase option in favor of the Company.

The grant of Stock Awards and the issuance of Common Stock pursuant to Stock Awards shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. Stock Awards may not be issued if the issuance of such Stock Awards would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, no Option may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Stock Award or share of Common Stock hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such Stock Award or Common Stock. Nothing in this Section 8 shall be read to require the Company to register under the Securities Act the Plan, any Stock Award, or any Common Stock issued or issuable pursuant to any such Stock Award.

Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.

(a)Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

(b)Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to a Stock Award unless and until such Participant has satisfied all requirements for issuance of the Common Stock pursuant to the terms of the Stock Award.

(c)No Employment or other Service Rights. Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee for any reason, or no reason, with or without Cause and with or without notice, (ii) the service of a Consultant pursuant to the terms of such Consultant’s

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agreement with the Company or an Affiliate or (iii) the service of a Director or a director of an Affiliate pursuant to the Bylaws of the Company or the Affiliate, as the case may be, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(d)Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Option holder during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

(e)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock and to give such other written assurances as the Company may determine are reasonable in order to comply with applicable law. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(f)Withholding Obligations. To the extent provided by the terms of a Stock Award Agreement, the Participant may satisfy any federal, state or local tax withholding obligation triggered by an event causing recognition of taxation relating to Common Stock under a Stock Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Stock Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company Owned and unencumbered shares of Common Stock.

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(g)Repurchase Limitation.

(i)The terms of any repurchase option applicable to the unvested portion of a Stock Award or shares of Common Stock subject to the unvested portion of a Stock Award shall be at the original purchase price. With respect to Stock Awards granted to Participants that are subject to the requirements of Section 260.140.8 of Title 10 of the California Code of Regulations at the time the Stock Award is made, to the extent such Participants are not Officers, Directors or Consultants, any repurchase option applicable to the unvested portion of a Stock Award or share of Common Stock issued pursuant to a Stock Award granted prior to the Listing Date to such a Participant shall be upon the following terms: the right to repurchase at the original purchase price shall lapse at the rate of at least twenty percent (20%) of the shares of Common Stock per year over five (5) years from the date the Stock Award is granted (without respect to the date the Stock Award was exercised or became exercisable) and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock within six (6) months of termination of Continuous Service (or in the case of shares of Common Stock issued upon exercise of Options after such date of termination, within six (6) months after the date of the exercise) or such longer period as may be agreed to by the Company and the Participant.

(ii)The terms of any repurchase option applicable to the vested portion of a Stock Award or shares of Common Stock subject to the vested portion of a Stock Award shall be at not less than Fair Market Value. With respect to Stock Awards granted to Participants that are subject to the requirements of Section 260.140.8 of Title 10 of the California Code of Regulations at the time the Stock Award is made, to the extent such Participants are not Officers, Directors or Consultants, any repurchase option applicable to the vested portion of a Stock Award or share of Common Stock issued pursuant to a Stock Award granted prior to the Listing Date to such a Participant shall be upon the following terms: the right to repurchase at Fair Market Value shall lapse following an Initial Public Offering and the right to repurchase at Fair Market Value shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock within six (6) months of termination of Continuous Service (or in the case of shares of Common Stock issued upon exercise of Options after such date of termination, within six (6) months after the date of the exercise) or such longer period as may be agreed to by the Company and the Participant.

(h)Section 409A. Notwithstanding anything in the Plan to the contrary, it is the intent of the Company that all Stock Awards granted under this Plan (including, but not limited to, Restricted Stock Units) shall not cause an imposition of the additional taxes provided for in Section 409A(a)(1)(B) of the Code; furthermore, it is the intent of the Company that the Plan shall be administered so that the additional taxes provided for in Section 409A(a)(1)(B) of the Code are not imposed.

(a)Capitalization Adjustments.

(i)In the event of any change in the outstanding Common Stock subject to the Plan, or subject to or underlying any Stock Award, by reason of any stock dividend,

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distribution of cash or property (other than regular cash dividends), forward stock split or reverse stock split, reorganization, recapitalization, merger, consolidation, spin-off, combination, exchange of shares of Common Stock or other corporate exchange, or any transaction similar to the foregoing, then (A) the number of shares of Common Stock reserved for issuance under this Plan, (B) the exercise price, base price or redemption price applicable to outstanding Stock Awards, and (C) the number of shares of Common Stock subject to outstanding Stock Awards shall be equitably adjusted in a manner determined by the Board, subject to compliance with applicable law. Fractions of a share of Common Stock will not be issued but will be paid in cash at the Fair Market Value of such fraction of a share or will be rounded down to the nearest whole share, as determined by the Board in its sole discretion.

(ii)Any determination, substitution or adjustment made by the Board under this Section 11(a) shall be final, binding and conclusive on all persons. The conversion of any convertible securities of the Company shall not be treated as a transaction that will cause the Board to make any determination, substitution or adjustment under this Section 11(a).

(b)Adjustments Upon A Change in Control.

(i)In the event of a Change in Control, any surviving Entity or acquiring Entity may assume or continue any Stock Awards outstanding under the Plan or may substitute awards with substantially equivalent economic value (including an award to acquire the same consideration paid to the stockholders in the transaction by which the Change in Control occurs) for those outstanding under the Plan. In the event any surviving Entity or acquiring Entity declines to assume or continue such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, then the Board in its sole discretion and without liability to any Person may (1) provide for the payment of a cash amount in exchange for the cancellation of a Stock Award equal to its fair value (as determined in the good faith determination of the Board) which, in the case of certain Stock Awards (i.e., Incentive Stock Options and Nonstatutory Stock Options), shall equal the product of (x) the excess, if any, of the Fair Market Value per share of Common Stock at such time over the exercise price, if any, times (y) the total number of shares then subject to such Stock Award, (2) continue the Stock Awards, or (3) provide for the cancellation of any outstanding and unexercised Stock Awards upon or following the closing of the transaction by which the Change in Control occurs. The Board shall not be obligated to treat all Stock Awards, even those that are of the same type, in the same manner.

(ii)Except as set forth in Section 11(b)(i), in the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all of the assets or properties of the Company or (C) a reorganization, merger or consolidation of the Company (not constituting a Change in Control) as a result of which the outstanding securities of the class then subject to the Stock Awards are exchanged for or converted into cash, property and/or securities not issued by the Company, all outstanding Stock Awards shall terminate immediately prior to such event.

(c)Other Written Agreements. A Stock Award held by any Participant may be subject to additional acceleration of vesting and exercisability or other terms and conditions related to a Change in Control as set forth in the Stock Award Agreement for such Stock Award or as set forth in any other written agreement between the Company or any Affiliate and the Participant. In the event of any conflict between written documents relating to the treatment of a

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Stock Award held by a Participant, such additional acceleration provisions and other terms and conditions shall be controlling.

(a)Transferability of Stock Awards. Subject to Section 12(d), no Stock Award issued under this Plan may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of a Participant), assigned, pledged, hypothecated or otherwise disposed of, except by will or by the laws of descent and distribution and, to the extent provided in the Stock Award Agreement. Any unauthorized transfer of a Stock Award shall be void.

(b)Special Rule Applicable to Incentive Stock Options. Notwithstanding the provisions of Section 12(a), an Incentive Stock Option issued under this Plan shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of an Option holder only by the Option holder.

(c)Transferability of Common Stock. Except as otherwise expressly permitted herein, prior to the first to occur of (i) the 181^st day following an Initial Public Offering and (ii) a Change in Control pursuant to which the stockholders of the Company receive cash or marketable securities, no shares of Common Stock acquired pursuant to a Stock Award issued under this Plan may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of a Participant), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner except as may be approved in writing by the Board or set forth in a separate written agreement to which the Company is a party (such as a stockholders’ agreement or a Right of First Refusal and Co-Sale Agreement). Any such attempted disposition not in accordance with this Section 12(c) shall be void. The Company shall not be required to transfer on its books any shares of Common Stock which will have been transferred in violation of any of the provisions of this Plan or to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

(d)Limited Transfers for the Benefit of Family Members. Notwithstanding any other provision set forth in this Section 12, the Board, in its sole discretion, may permit a Stock Award or share of Common Stock issued under this Plan to be assigned or transferred to or for the benefit of family members subject to the applicable limitations, if any, set forth in Rule 701 under the Securities Act, and the General Instructions to Form S-8 Registration Statement under the Securities Act.

(e)Permitted Transferees. Any Permitted Transferee will be subject to all of the terms and conditions applicable to a Person transferring a Stock Award or share of Common Stock issued under this Plan, including, but not limited to, the terms and conditions set forth in this Plan and the applicable Stock Award Agreement.

(f)Repurchase Rights. Subject to the “Repurchase Limitation” in Section 10(g), shares of Common Stock issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other conditions and restrictions as determined by the Board in its discretion at the time a Stock Award is granted. The Company shall have the right to assign at

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any time any repurchase right or right of first refusal it may have, whether or not such right is then exercisable, to one or more Persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Common Stock hereunder and shall promptly present to the Company any and all certificates (if any) representing shares of Stock acquired hereunder for the placement on such certificates (if any) of appropriate legends evidencing any such transfer restrictions and/or deposit of such certificates (if any) with an escrow agent pursuant to Section 15 of the Plan.

Prior to an Initial Public Offering, in the event that the Company, in its sole discretion, deems it necessary to ensure that the Company does not become subject to the registration requirements set forth in Section 12(g) of the Exchange Act, the Company shall be entitled to engage in the following actions (and any additional actions set forth in an individual’s Stock Award Agreement):

(a)Suspend Options. The Company may prevent the exercise of Options issued under this Plan, in which case, such Options shall remain outstanding and become exercisable at the time that the Company delivers a notice to affected Participants that such Options are again exercisable, whereupon either (i) such Options shall become exercisable according to their terms, or (ii) if an Option would no longer be exercisable according to its terms but previously was or would have been exercisable under those terms, such Option shall remain exercisable until the 30th day following the day that the Company delivers the notice described above. Notwithstanding the other provisions of this Section 13(a), no Option shall remain outstanding or exercisable after the expiration date of the Option as set forth in the Option Agreement documenting such Option.

(b)Require Contribution to a Trust. The Company may require Participants to contribute Stock Awards and any shares of Common Stock issued under this Plan to a trust designated by the Company under the terms and conditions of a trust agreement approved by the Company. The Company shall bear the expenses of maintaining the trust.

(a)Amendment of Plan. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code, any applicable state corporate or securities law requirements, or any securities exchange listing requirements.

(b)Stockholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval.

(c)Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the

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Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

(d)No Material Impairment of Rights. Rights under any Stock Award granted before amendment of the Plan shall not be materially impaired by any amendment of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

(e)Amendment of Stock Awards. The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards; provided, however, that subject to the provisions of Section 16, the rights under any Stock Award shall not be materially impaired by any such amendment unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

To ensure that the shares of Common Stock issuable pursuant to Stock Awards are not transferred in contravention of the terms of the Plan and the individual Stock Award Agreements, to ensure that the Common Stock subject to a repurchase option, reacquisition right or right of first refusal will be available for repurchase or reacquisition, and to ensure compliance with other provisions of the Plan, the Board may in its sole discretion require Participants to deposit the certificates evidencing the shares of Common Stock issued under this Plan with an escrow agent designated by the Board.

(a)Plan Term. The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10^th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b)No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the Participant.

The Plan shall become effective immediately upon its adoption by the Board, but no Stock Awards may be granted unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

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In the event of any controversy relating to the Plan, such controversy shall be settled by the Participant and the Company solely pursuant to final and binding arbitration before a single arbitrator in accordance with the then current employment arbitration rules of JAMS and governed by California law, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Failure by the Participant to initiate arbitration within the one (1) year time period set forth above shall prevent the Participant from any pursuit of such claim by any means, whether through arbitration or otherwise. The arbitrator shall have no power to alter, add to, or subtract from any provision of the Plan. The arbitrator’s decision shall be final and binding on all parties, if warranted on the record and reasonably based on applicable law and the provisions of the Plan. Each party shall bear its own attorney’s fees, but the Company shall bear the costs and expenses of arbitration. The location of the arbitration shall be within fifty (50) miles of the last place of employment with the Company of the Participant with respect to whose potential benefit under the Plan the claim is brought. Service of legal process should be directed to the General Counsel of the Company.

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Exhibit 10.16

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ENERGY VAULT, INC.

2020 STOCK PLAN

ADOPTED ON DECEMBER 21, 2020

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TABLE OF CONTENTS

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ENERGY VAULT, INC. 2020 STOCK PLAN

SECTION 1.ESTABLISHMENT AND PURPOSE.

The purpose of this Plan is to attract, incentivize and retain Employees, Outside Directors and Consultants through the grant of Awards.  The Plan provides for the direct award or sale of Shares, the grant of Options to purchase Shares and the grant of Restricted Stock Units to acquire Shares.  Options granted under the Plan may be ISOs intended to qualify under Code Section 422 or NSOs which are not intended to so qualify.

Capitalized terms are defined in Section 12.

SECTION 2.ADMINISTRATION.

(a)Committees of the Board of Directors.  The Plan may be administered by one or more Committees.  Each Committee shall consist, as required by applicable law, of one or more members of the Board of Directors who have been appointed by the Board of Directors.  Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it.  If no Committee has been appointed, the entire Board of Directors shall administer the Plan.  Any reference to the Board of Directors in the Plan or an Award Agreement shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

(b)Authority of the Board of Directors.  Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan.  Notwithstanding anything to the contrary in the Plan, with respect to the terms and conditions of awards granted to Participants outside the United States, the Board of Directors may vary from the provisions of the Plan to the extent it determines it necessary and appropriate to do so; provided that it may not vary from those Plan terms requiring stockholder approval pursuant to Section 11(d) below.  All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Participants and all persons deriving their rights from a Participant.  Notwithstanding anything to the contrary in the Plan, the Company shall comply with the requirements set forth in that certain Amended and Restated Investors’ Rights Agreement dated July 17, 2019 by and among the Company’s and parties named therein (the “IRA”) and the Company shall not grant any Awards in contravention of the IRA.

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SECTION 3.ELIGIBILITY.

(a)General Rule.  Employees, Outside Directors and Consultants shall be eligible for the grant of Awards under the Plan.¹  However, only Employees shall be eligible for the grant of ISOs.

(b)Ten-Percent Stockholders.  A person who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and (ii) such ISO by its terms is not exercisable after the expiration of five years from the Date of Grant.  For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.

SECTION 4.STOCK SUBJECT TO PLAN.

(a)Basic Limitation.  The number of Shares that may be issued under the Plan, subject to Subsection (b) below and Section 9(a), shall not exceed the sum of (i) 1,836,140 shares of Common Stock, plus (ii) any shares of Common Stock subject to outstanding awards under the Company’s 2017 Stock Incentive Plan (the “Old Plan”) as of the date hereof that subsequently expire or lapse unexercised or unpurchased and shares of Common Stock issued pursuant to awards granted under the Old Plan that are outstanding as of the date hereof that are subsequently forfeited to or repurchased by the Company due to failure to vest; provided, however, that no more than 85,000 shares of Common Stock, in the aggregate, shall be added to the Plan pursuant to clause (ii) above. All of these Shares may be issued upon the exercise of ISOs.   The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.  Shares offered under the Plan may be authorized but unissued Shares or treasury Shares.

(b)Additional Shares.  In the event that Shares previously issued under the Plan are forfeited to or repurchased by the Company due to failure to vest, such Shares shall be added to the number of Shares then available for issuance under the Plan.  In the event that Shares that otherwise would have been issuable under the Plan are withheld by the Company in payment of the Purchase Price, Exercise Price or withholding taxes, such Shares shall remain available for issuance under the Plan.  In the event that an outstanding Option, Restricted Stock Unit or other right for any reason expires or is canceled, the Shares allocable to the unexercised or unsettled portion of such Option, Restricted Stock Unit or other right shall remain available for issuance under the Plan.  To the extent an Award is settled in cash, the cash settlement shall not reduce the number of Shares remaining available for issuance under the Plan.  Notwithstanding the foregoing, in the case of ISOs, this Subsection (b) shall be subject to any limitations imposed under Section 422 of the Code and the treasury regulations thereunder.

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SECTION 5.TERMS AND CONDITIONS OF AWARDS OR SALES.

(a)Stock Grant or Purchase Agreement.  Each award of Shares under the Plan shall be evidenced by a Stock Grant Agreement between the Grantee and the Company.  Each sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company.  Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Grant Agreement or Stock Purchase Agreement.  The provisions of the various Stock Grant Agreements and Stock Purchase Agreements entered into under the Plan need not be identical.

(b)Duration of Offers and Nontransferability of Rights.  Any right to purchase Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days (or such other period as may be specified in the Award Agreement) after the grant of such right was communicated to the Purchaser by the Company.  Such right is not transferable and may be exercised only by the Purchaser to whom such right was granted.

(c)Purchase Price.  The Board of Directors shall determine the Purchase Price of Shares to be offered under the Plan at its sole discretion.  The Purchase Price shall be payable in a form described in Section 8.

SECTION 6.TERMS AND CONDITIONS OF OPTIONS.

(a)Stock Option Agreement.  Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company.  The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Board of Directors deems appropriate for inclusion in a Stock Option Agreement.  The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

(b)Number of Shares.  Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9.  The Stock Option Agreement shall also specify whether the Option is an ISO or an NSO.

(c)Exercise Price.

(i)General.  Each Stock Option Agreement shall specify the Exercise Price, which shall be payable in a form described in Section 8.  Subject to the remaining provisions of this Subsection (c), the Exercise Price shall be determined by the Board of Directors in its sole discretion.

(ii)ISOs.  The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant, and a higher percentage may be required by Section 3(b).  This Subsection (c)(ii) shall not

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apply to an ISO granted pursuant to an assumption of, or substitution for, another incentive stock option in a manner that complies with Code Section 424(a).

(iii)NSOs.  Except as specifically set forth in this Subsection (c)(iii), the Exercise Price of an NSO shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant.  This Subsection (c)(iii) shall not apply to an NSO granted to a person who is not a U.S. taxpayer on the Date of Grant or to an NSO that is intended either to be exempt from Code Section 409A as a “short-term deferral” or to comply with the requirements of Code Section 409A.  In addition, this Subsection (c)(iii) shall not apply to an NSO granted pursuant to an assumption of, or substitution for, another stock option in a manner that complies with Code Section 409A.

(d)Vesting and Exercisability.  Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become vested and exercisable.  No Option shall be exercisable unless the Optionee (i) has delivered an executed copy of the Stock Option Agreement to the Company or (ii) otherwise agrees to be bound by the terms of the Stock Option Agreement.  The Board of Directors shall determine the vesting and exercisability provisions of the Stock Option Agreement at its sole discretion.

(e)Basic Term.  The Stock Option Agreement shall specify the term of the Option.  The term shall not exceed 10 years from the Date of Grant, and in the case of an ISO, a shorter term may be required by Section 3(b).  Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire.

(f)Termination of Service (Except by Death).  If an Optionee’s Service terminates for any reason other than the Optionee’s death, then the Optionee’s Options shall expire on the earliest of the following dates:

(i)The expiration date determined pursuant to Subsection (e) above;

(ii)The date three months after the termination of the Optionee’s Service for any reason other than Disability, or such earlier or later date as the Board of Directors may determine (but in no event earlier than 30 days after the termination of the Optionee’s Service); or

(iii)The date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as the Board of Directors may determine.

The Optionee may exercise all or part of the Optionee’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination).  In the event that the Optionee dies after the termination of the Optionee’s Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or administrators of

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the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination).  In no event will an Option, or the Shares underlying an Option, become vested and/or exercisable after termination of the Optionee’s Service unless the Board of Directors takes affirmative action or unless expressly provided in a written agreement between the Company and the Optionee.

(g)Leaves of Absence.  For purposes of Subsection (f) above, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence approved by the Company in writing.

(h)Death of Optionee.  If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the earlier of the following dates:

(i)The expiration date determined pursuant to Subsection (e) above; or

(ii)The date 12 months after the Optionee’s death, or such earlier or later date as the Board of Directors may determine (but in no event earlier than six months after the Optionee’s death).

All or part of the Optionee’s Options may be exercised at any time before the expiration of such Options under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s death (or became exercisable as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a result of the Optionee’s death).  In no event will an Option, or the Shares underlying an Option, become vested and/or exercisable after the Optionee’s death unless the Board of Directors takes affirmative action or unless expressly provided in a written agreement between the Company and the Optionee.

(i)Restrictions on Transfer of Options.  An Option shall be transferable by the Optionee only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided in the next sentence.  If the Board of Directors so provides, in a Stock Option Agreement or otherwise, an NSO may be transferable to the extent permitted by Rule 701 under the Securities Act.  An ISO may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative.

(j)No Rights as a Stockholder.  An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Optionee’s Option until such person submits a notice of exercise, pays the Exercise Price and satisfies all applicable withholding taxes pursuant to the terms of such Option.

(k)Modification, Extension and Assumption of Options.  Within the limitations of the Plan, the Board of Directors may modify, reprice, extend or assume outstanding Options or may accept the cancellation of outstanding options (whether granted by

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the Company or another issuer) in return for the grant of new Options or a different type of award for the same or a different number of Shares and at the same or a different Exercise Price (if applicable).  The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations under such Option; provided, however, that a modification of an Option that is otherwise favorable to the Optionee (for example, providing the Optionee with additional time to exercise the Option after termination of employment or providing for additional forms of payment) but causes the Option to lose its tax-favored status (for example, as an ISO) shall not require the consent of the Optionee.

(l)Company’s Right to Cancel Certain Options.  Any other provision of the Plan or a Stock Option Agreement notwithstanding, the Company shall have the right at any time to cancel an Option that was not granted in compliance with Rule 701 under the Securities Act.  Prior to canceling such Option, the Company shall give the Optionee not less than 30 days’ notice in writing.  If the Company elects to cancel such Option, it shall deliver to the Optionee consideration with an aggregate value equal to the excess of (i) the Fair Market Value of the Shares subject to such Option as of the time of the cancellation over (ii) the Exercise Price of such Option.  The consideration may be delivered in the form of cash or cash equivalents, in the form of Shares, or a combination of both.  If the consideration would be a negative amount, such Option may be cancelled without the delivery of any consideration.

SECTION 7.TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

(a)Restricted Stock Unit Agreement. Each grant of Restricted Stock Units under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the recipient and the Company.  Such Restricted Stock Units shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Restricted Stock Unit Agreement.  The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical.

(b)Payment for Restricted Stock Units.  No cash consideration shall be required of the recipient in connection with the grant of Restricted Stock Units.

(c)Vesting Conditions.  Each Restricted Stock Unit Agreement shall specify the vesting requirements applicable to the Restricted Stock Units subject thereto, which the Board of Directors shall determine in its sole discretion.

(d)Forfeiture.  Unless a Restricted Stock Unit Agreement provides otherwise, upon termination of the recipient’s Service and upon such other times specified in the Restricted Stock Unit Agreement, any unvested Restricted Stock Units shall be forfeited to the Company.

(e)Voting and Dividend Rights.  The holders of Restricted Stock Units shall have no voting rights.  Prior to settlement or forfeiture, any Restricted Stock Unit granted under the Plan may, at the discretion of the Board of Directors, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash

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dividends paid on one Share while the Restricted Stock Unit is outstanding.  Dividend equivalents may be converted into additional Restricted Stock Units.  Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both.  Prior to distribution, any dividend equivalents that are not paid shall be subject to the same conditions and restrictions as the Restricted Stock Units to which they attach.

(f)Form and Time of Settlement of Restricted Stock Units.  Settlement of vested Restricted Stock Units may be made in the form of (i) cash, (ii) Shares or (iii) any combination of both, as determined by the Board of Directors.  The actual number of Restricted Stock Units eligible for settlement may be larger or smaller than the number included in the original award, based on predetermined performance factors.  Vested Restricted Stock Units shall be settled in such manner and at such time(s) as specified in the Restricted Stock Unit Agreement.  Until Restricted Stock Units are settled, the number of Shares represented by such Restricted Stock Units shall be subject to adjustment pursuant to Section 9.

(g)Death of Recipient.  Any Restricted Stock Units that become distributable after the Participant’s death shall be distributed to the Participant’s estate or to any person who has acquired such Restricted Stock Units directly from the recipient by beneficiary designation, bequest or inheritance.

(h)Creditors’ Rights.  A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company.  Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.

(i)Modification, Extension and Assumption of Restricted Stock Units.  Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding restricted stock units (whether granted by the Company or a different issuer).  The foregoing notwithstanding, no modification of a Restricted Stock Unit shall, without the consent of the Participant, impair the Participant’s rights or increase the Participant’s obligations under such Restricted Stock Unit.

(j)Restrictions on Transfer of Restricted Stock Units.  A Restricted Stock Unit shall be transferable by the Participant only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided in the next sentence.  In addition, if the Board of Directors so provides, in a Restricted Stock Unit Agreement or otherwise, a Restricted Stock Unit shall also be transferable to the extent permitted by Rule 701 under the Securities Act.

SECTION 8.PAYMENT FOR SHARES.

(a)General Rule.  The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cash equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 8.  In addition, the Board of Directors in its sole discretion may also permit payment through any of the methods described in (b) through (g) below.

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(b)Services Rendered.  Shares may be awarded under the Plan in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award.

(c)Promissory Note.  All or a portion of the Purchase Price or Exercise Price (as the case may be) of Shares issued under the Plan may be paid with a promissory note.  The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon.  The interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code.  Subject to the foregoing, the Board of Directors in its sole discretion shall specify the term, interest rate, recourse, amortization requirements (if any) and other provisions of such note.

(d)Surrender of Stock.  All or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee.  Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value as of the date when the Option is exercised.

(e)Cashless Exercise.  All or part of the Exercise Price and any withholding taxes may be paid pursuant to a cashless exercise arrangement (whether through a securities broker or otherwise) established by the Company whereby Shares subject to an Option are sold and all or part of the sale proceeds are delivered to the Company.

(f)Net Exercise.  An Option may permit exercise through a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair Market Value (determined by the Board of Directors as of the exercise date) that does not exceed the aggregate Exercise Price or the sum of the aggregate Exercise Price and any withholding taxes (with the Company accepting from the Optionee payment of cash or cash equivalents to satisfy any remaining balance of the aggregate Exercise Price and, if applicable, any additional withholding taxes not satisfied through such reduction in Shares); provided that to the extent Shares subject to an Option are withheld in this manner, the number of Shares subject to the Option following the net exercise will be reduced by the sum of the number of Shares withheld and the number of Shares delivered to the Optionee as a result of the exercise.

(g)Other Forms of Payment.  To the extent that an Award Agreement so provides, the Purchase Price or Exercise Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware General Corporation Law, as amended.

SECTION 9.ADJUSTMENT OF SHARES.

(a)General.  In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the number of issued shares of Stock effected without receipt of consideration by the Company, proportionate adjustments shall automatically be made, as applicable, in each of (i) the number and kind of Shares available under Section 4, (ii) the number and kind of Shares covered by each outstanding Option, Award of Restricted Stock Units and any outstanding and unexercised right

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to purchase Shares that has not yet expired pursuant to Section 5(b),  (iii) the Exercise Price under each outstanding Option and the Purchase Price applicable to any unexercised stock purchase right described in clause (ii) above, and (iv) any repurchase price that applies to Shares granted under the Plan pursuant to the terms of a Company repurchase right under the applicable Award Agreement.  In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a recapitalization, a spin-off, or a similar occurrence, the Board of Directors at its sole discretion may make appropriate adjustments in one or more of the items listed in clauses (i) through (iv) above; provided, however, that the Board of Directors shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporations Code to the extent the Company is relying on the exemption afforded thereunder with respect to an Award.  No fractional Shares shall be issued under the Plan as a result of an adjustment under this Section 9(a), although the Board of Directors in its sole discretion may make a cash payment in lieu of fractional Shares.

(b)Corporate Transactions.  In the event that the Company is a party to a merger or consolidation, or in the event of a sale of all or substantially all of the Company’s stock or assets, all Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Board of Directors in its capacity as administrator of the Plan, with such determination having final and binding effect on all parties), which agreement or determination need not treat all Awards (or all portions of an Award) in an identical manner. The treatment specified in the transaction agreement or as determined by the Board of Directors may include (without limitation) one or more of the following with respect to each outstanding Award:

(i)The Company, the surviving corporation or a parent thereof may continue or assume the Award or substitute a comparable award for the Award (including, but not limited to, an award to acquire the same consideration paid to the holders of Shares in the transaction).  For avoidance of doubt, a comparable award need not be the same type of award as the Award for which it is substituted, and, in the case of an Option, need not have the same tax-status (e.g., an NSO may be substituted for an ISO).

(ii)The cancellation of the Award and a payment to the Participant with respect to each Share subject to the portion of the Award that is vested as of the transaction date equal to the excess of (A) the value, as determined by the Board of Directors in its absolute discretion, of the property (including cash) received by the holder of a share of Stock as a result of the transaction, over (if applicable) (B) the per-Share Exercise Price of the Award (such excess, the “Spread”).  Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent having a value equal to the Spread.  In addition, any escrow, indemnification, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Stock.  Receipt of the payment described in this Subsection (b)(ii)

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may be conditioned upon the Participant acknowledging such escrow, indemnification, holdback, earn-out or other provisions on a form prescribed by the Company.  If the Spread applicable to an Award is zero or a negative number, then the Award may be cancelled without making a payment to the Participant.

(iii)Even if the Spread applicable to an Option is a positive number, the Option may be cancelled without the payment of any consideration; provided that the Optionee shall be notified of such treatment and given an opportunity to exercise the Option (to the extent the Option is vested or becomes vested as of the effective date of the transaction) during a period of not less than five (5) business days preceding the effective date of the transaction, unless (A) a shorter period is required to permit a timely closing of the transaction and (B) such shorter period still offers the Optionee a reasonable opportunity to exercise the Option.

(iv)In the case of an Option: (A) suspension of the Optionee’s right to exercise the Option during a limited period of time preceding the closing of the transaction if such suspension is administratively necessary to facilitate the closing of the transaction and/or (B)  termination of any right the Optionee has to exercise the Option prior to vesting in the Shares subject to the Option (i.e., “early exercise”), such that following the closing of the transaction the Option may only be exercised to the extent it is vested.

For the avoidance of doubt, the Board of Directors has discretion to accelerate, in whole or part, the vesting and exercisability of an Award in connection with a corporate transaction covered by this Section 9(b).

(c)Dissolution or Liquidation.  To the extent not previously exercised or settled, Options, Restricted Stock Units and other rights to purchase Shares shall terminate immediately prior to the liquidation or dissolution of the Company.

(d)Reservation of Rights.  Except as provided in Section 7(e) or this Section 9, a Participant shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class.  Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Award.  The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 10.MISCELLANEOUS PROVISIONS.

(a)Securities Law Requirements.  Shares shall not be issued under the Plan unless, in the opinion of counsel acceptable to the Board of Directors, the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including

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(without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.  The Company shall not be liable for a failure to issue Shares as a result of such requirements. Without limiting the foregoing, the Company may suspend the exercise of some or all outstanding Options for a period of up to 60 days in order to facilitate compliance with Securities Act Rule 701(e).

(b)No Retention Rights.  Nothing in the Plan or in any right or Award granted under the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c)Treatment as Compensation.  Any compensation that an individual earns or is deemed to earn under this Plan shall not be considered a part of his or her compensation for purposes of calculating contributions, accruals or benefits under any other plan or program that is maintained or funded by the Company, a Parent or a Subsidiary.

(d)Governing Law.  The Plan and all awards, sales and grants under the Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions), as such laws are applied to contracts entered into and performed in such State.

(e)Conditions and Restrictions on Shares.  Shares issued under the Plan shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Board of Directors may determine.  Such conditions and restrictions shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally.  In addition, Shares issued under the Plan shall be subject to conditions and restrictions imposed either by applicable law or by Company policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage, which (for avoidance of doubt) need not be set forth in the applicable Award Agreement.

(f)Tax Matters.

(i)As a condition to the award, grant, issuance, vesting, purchase, exercise, settlement or transfer of any Award, or Shares issued pursuant to any Award, granted under this Plan, the Participant shall make such arrangements as the Board of Directors may require or permit for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such event.

(ii)Unless otherwise expressly set forth in an Award Agreement, it is intended that Awards shall be exempt from Code Section 409A, and any ambiguity in the terms of an Award Agreement and the Plan shall be

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interpreted consistently with this intent.   To the extent an Award is not exempt from Code Section 409A (any such award, a “409A Award”), any ambiguity in the terms of such Award and the Plan shall be interpreted in a manner that to the maximum extent permissible supports the Award’s compliance with the requirements of that statute.  Notwithstanding anything to the contrary permitted under the Plan, in no event shall a modification of an Award not already subject to Code Section 409A, or any subsequent action taken with respect to such Award, be given effect if such modification or action would cause the Award to become subject to Code Section 409A unless the parties explicitly acknowledge and consent to the modification or action as one having that effect. A 409A Award shall be subject to such additional rules and requirements as specified by the Board of Directors from time to time in order for it to comply with the requirements of Code Section 409A.  In this regard, if any amount under a 409A Award is payable upon a “separation from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to Section 409A(a)(1).  In addition, if a transaction subject to Section 9(b) constitutes a payment event with respect to any 409A Award, then the transaction with respect to such award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.

(iii)Neither the Company nor any member of the Board of Directors shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law.

SECTION 11.DURATION AND AMENDMENTS; STOCKHOLDER APPROVAL.

(a)Term of the Plan.  The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to approval of the Company’s stockholders under Subsection (d) below.  The Plan shall terminate automatically 10 years after the later of (i) the date when the Board of Directors adopted the Plan or (ii) the date when the Board of Directors approved the most recent increase in the number of Shares reserved under Section 4 that was also approved by the Company’s stockholders.  The Plan may be terminated on any earlier date pursuant to Subsection (b) below.

(b)Right to Amend or Terminate the Plan.  Subject to Subsection (d) below, the Board of Directors may amend, suspend or terminate the Plan at any time and for any reason.

(c)Effect of Amendment or Termination.  No Shares shall be issued or sold and no Award granted under the Plan after the termination thereof, except upon exercise or settlement of an Award granted under the Plan prior to such termination.  Except as expressly

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provided in Section 6(k) above, the termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Award previously granted under the Plan.

(d)Stockholder Approval.  To the extent required by applicable law, the Plan will be subject to approval of the Company’s stockholders within 12 months of its adoption date. An amendment of the Plan will be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules.

SECTION 12.DEFINITIONS.

(a)“Award” means any award granted under the Plan, including as an Option, an award of Restricted Stock Units or the grant or sale of Shares pursuant to Section 5 of the Plan.

(b)“Award Agreement” means a Restricted Stock Unit Agreement, Stock Grant Agreement, Stock Option Agreement or Stock Purchase Agreement or such other agreement evidencing an Award under the Plan.

(c)“Board of Directors” means the Board of Directors of the Company, as constituted from time to time.

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

(e)“Committee” means a committee of the Board of Directors, as described in Section 2(a).

(f)“Company” means Energy Vault, Inc., a Delaware corporation.

(g)“Consultant” means a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent² or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.

(h)“Date of Grant” means the date of grant specified in the Award Agreement, which date shall be the later of (i) the date on which the Board of Directors resolved to grant the Award or (ii) the first day of the Participant’s Service.

(i)“Disability” means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

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(j)“Employee” means any individual who is a common-law employee of the Company, a Parent³ or a Subsidiary.

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

(l)“Exercise Price” means the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.

(m)“Fair Market Value” means the fair market value of a Share, as determined by the Board of Directors in good faith.  Such determination shall be conclusive and binding on all persons.

(n) “Grantee” means a person to whom the Board of Directors has awarded Shares under the Plan.

(o)“ISO” means an Option that qualifies as an incentive stock option as described in Code Section 422(b).  Notwithstanding its designation as an ISO, an Option that does not qualify as an ISO under applicable law shall be treated for all purposes as an NSO.

(p)“NSO” means an Option that does not qualify as an incentive stock option as described in Code Section 422(b) or 423(b).

(q)“Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.

(r)“Optionee” means a person who holds an Option.

(s)“Outside Director” means a member of the Board of Directors who is not an Employee.

(t)“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(u)“Participant” means the holder of an outstanding Award.

(v)“Plan” means this Energy Vault, Inc. 2020 Stock Plan.

(w)“Purchase Price” means the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Board of Directors.

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(x)“Purchaser” means a person to whom the Board of Directors has offered the right to purchase Shares under the Plan (other than upon exercise of an Option).

(y)“Restricted Stock Unit” means a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan.

(z)“Restricted Stock Unit Agreement” means the agreement between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

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

(bb)“Service” means service as an Employee, Outside Director or Consultant.  In case of any dispute as to whether and when Service has terminated, the Board of Directors shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

(cc)“Share” means one share of Stock, as adjusted in accordance with Section 9 (if applicable).

(dd)“Stock” means the Common Stock of the Company.

(ee)“Stock Grant Agreement” means the agreement between the Company and a Grantee who is awarded Shares under the Plan that contains the terms, conditions and restrictions pertaining to the award of such Shares.

(ff)“Stock Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

(gg)“Stock Purchase Agreement” means the agreement between the Company and a Purchaser who purchases Shares under the Plan that contains the terms, conditions and restrictions pertaining to the purchase of such Shares.

(hh)“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

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EXHIBIT A

SCHEDULE OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN

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SUMMARY OF MODIFICATIONS AND AMENDMENTS TO THE PLAN

The following is a summary of material modifications made to the Plan (including any material deviations from the Gunderson Dettmer precedent form used to create the Plan):

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Exhibit 10.17

September 16, 2019

Robert Piconi

[***]

Dear Robert:

It gives me great pleasure to offer you employment as Chief Executive Officer for Energy Vault, Inc. (the “Company”). You will report to the Board of Directors of Energy Vault, Inc. You will begin your employment on September 16, 2019 and the following terms and conditions will apply to your employment:

As a condition of your employment with the Company, you will furnish and will continue to furnish the Company all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Your employment is expressly contingent upon the acceptable results of a background check. Any falsification of an applicant’s employment history or educational background will result in withdrawal of the offer and or termination of employment, if hired.

Your employment with the Company is at will. This means that either you or the Company may terminate your employment at any time, with or without cause and with or without notice. We both agree that any dispute arising with respect to your employment and the termination of that employment shall be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the Employee Confidentiality and Non-Disclosure Agreement.

By signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidentiality and Non-Disclosure Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether

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written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Energy Vault, Inc. except that the Company may, in its sole discretion, adjust salaries, incentive compensation, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

Our offer is contingent on your understanding and acceptance of the agreements and practices referred to in this letter. Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of this letter. Should you have any questions, please feel free to contact me.

Sincerely,

/s/ Bill Gross

Bill Gross
Chairman of the Board
Energy Vault, Inc.

I accept the position of Chief Executive Officer, Energy Vault, Inc., on the terms described within this letter.

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Exhibit 10.18

EMPLOYMENT AGREEMENT

Between

Energy Vault SA, with offices at Via Pessina 13, Lugano, 6900 CH, hereinafter referred as “the Company”;

And

Mr. Robert Allen Piconi, a US citizen and Swiss Resident (Permesso C), residing at [***], hereinafter referred to as “the Employee”;

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Copy to:

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Ms. Marcia Goodstein, Energy Vault Inc.

Ms. Debbie Chen, ldealab

Mr. Bill Gross, ldealab

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Exhibit 10.19

Form of amendment agreements to the employment agreement entered into between Robert Piconi and the Company’s subsidiary Energy Vault, SA

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Amendment No. 1 to Employment Agreement

dated as of 04 December 2020

by and between

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and

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(The Company and the Employee are also referred to as Party or Parties)

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Table of Contents

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Employment Agreement

The Company and the Employee entered into an employment agreement dated 1 January 2018 (the Employment Agreement).

The Employee has access to very confidential and sensitive information of the Company.

Now therefore, the Parties wish to amend the Employment Agreement as outlined hereinafter (the Amendment). This Amendment constitutes integral part of the Agreement.

To the extent this Amendment does not contain any derogation to provisions of the Employment Agreement, the latter remains in force. In the event of conflicts between the Employment Agreement and this Amendment, this Amendment shall prevail.

This Amendment shall become effective upon execution by both Parties.

The Employee acknowledges that the Company is part of a group of companies ultimately controlled by Energy Vault, Inc. (USA) (each such company including the holding company a Group Company).

The Company is entitled to all work results and intellectual property (including, but not limited to, inventions, designs and copyrights) created by the Employee in the course of the Employee’s employment by any Group Company and in performance of his contractual obligations to any Group Company, as well as all work results and intellectual property, [with the exception of inventions and designs created in the course of or in connection with the Employee’s employment by any Group Company, but outside of the accomplishment of a contractual duty to any Group Company (notwithstanding whether individually or with the assistance of any other individuals/employees or legal entities)].

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All such intellectual property and work results vest irrevocably in the Company. The transfer of these intellectual property rights includes, amongst others, especially the copyrights on the works created by the Employee and therewith all rights mentioned in the articles 9 until 11 of the Swiss Copyright Act. This transfer and assignment of work results and intellectual property is worldwide, unlimited in time, unrestricted in scope and encompasses all rights and exploitations, whether currently known or arising in the future.

If any rights related to the work results and/or to intellectual property are not transferred by law, the Employee is obliged to transfer and assign and hereby transfers and hereby assigns said rights to the Company. To the extent certain jurisdictions do not provide for the assignability of work results or intellectual property and related rights, the Employee hereby grants to the Company an exclusive, worldwide, transferable, unlimited in time, irrevocable, sublicensable, fully paid-up and unrestricted license to in particular, without limitation, reproduce, make and have made, sell and offer to sell, import, export, carry in transit, manufacture, store, place on market, modify, develop, transfer, distribute, display publicly, broadcast, retransmit, perform and exploit such work results, intellectual property and related rights.

Compensation for the transfer of said rights, in particular intellectual property rights or their licensing, respectively, is included in the base salary paid to the Employee. [The transfer of right, resp. the granting of rights of use] also comprises work results and intellectual property rights which will be created in the future and concerns also future and not yet known rights of use. The Company especially acquires the right to change, revise or translate. The Employee especially waives his right to exercise any moral rights, to be mentioned as inventor or originator or to object to any first publication, change, modification or translation.

If any invention or design is created in the course of or in connection with the employee’s employment with any Group Company, but outside of the accomplishment of a contractual duty, [the Employee shall promptly inform the Company in writing]. The Company hereby reserves title and ownership over such inventions and designs and commits to inform the Employee within six (6) months of its intent to acquire such ownership and title or to renounce to this prerogative. If the Company chooses to acquire the title and ownership over such invention or design, it shall compensate the Employee adequately. If the Company, at its sole discretion, expressly renounces its prerogatives hereunder, then the Employee shall own all rights, title and interest in and to such work results or intellectual property rights.

The Employee confirms that all intellectual property rights and work results created during his employment with any Group Company were created as part of his duties and that all such intellectual property rights and work results belong to the Company.

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“Competitive Activities” means any activity that relates to, is substantially similar to, or competes with any Group Company (or its demonstrably planned interests) at the time of Employee’s termination from the Company (including any activity relating to long duration utility scale energy storage accessible for at least four (4) hours). Competitive Activities do not include being a holder of less than one percent (1%) of the outstanding equity of a public company or service on the board of directors of Chronos Imaging LLC.

“Business Partner” means any past (i.e., within the twelve (12) months preceding Employee’s termination from the Company), present or prospective (i.e., actively pursued by the Company within the twelve (12) months preceding Employee’s termination from the Company) customer, vendor, supplier, distributor or other business partner of the Company with whom Employee comes into contact during Employee’s employment with the Company or about whom Employee had knowledge by reason of Employee’s relationship with the Company.

“Solicit”, with respect to Business Partners, means to (A) service, take orders from or solicit the business or patronage of any Business Partner, (B) divert, entice or otherwise take away from any Group Company the business or patronage of any Business Partner, or to attempt to do so, or (C) solicit, induce or encourage any Business Partner to terminate or reduce its relationship with any Group Company.

The Employee agrees that during his employment with any Group Company and for a period of one (1) year after termination of the Employment he will neither:

[In case of any release from duty of work the period shall be reduced by the length of such release from work.]

This non-compete undertaking shall be effective for the territories and the markets in which the Company or any Group Company was active and in which the Employee was

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involved in during Employee’s employment, but at least for the territories and market places of Switzerland, the European Union and the United States of America.

During the Employment and for a period of one year after termination of the Employment the Employee shall abstain from, directly or indirectly, (i) enticing away, soliciting or interfering with the employment of any personnel of the Company or another Group Company the Employee had contact with during the term of Employee's employment with the Company or (ii) Soliciting any Business Partner in relation to the primary activity of the Company that the Employee had contact with during the term of Employee's employment with the Group Companies.

In the event the Employee breaches any of the obligations pursuant to Section 5.1 a contractual penalty of $5,000 shall be owed by the Employee to the Company for any such breach.

In the event the Employee breaches any of the obligations pursuant to Section 5.3 (i) a contractual penalty of $2,500 shall be owed by the Employee to the Company for any such breach.

In the event the Employee breaches any of the obligations pursuant to Section 5.3 (ii) a contractual penalty of $7,500 shall be owed by the Employee to the Company for any such breach.

The penalty shall be increased by the amount of $1,000 for every month or part thereof in which the breach continues (the Continuous Breach).

Multiple breaches of the obligations pursuant to the Sections 5.1 and/or 5.3 trigger each separate penalties. Hence, multiple penalties within one month are possible. However, if single breaches occur within a Continuous Breach, they are covered by the penalty which has to be paid for the Continuous Breach.

However, the payment of the penalty does not release the Employee from further complying with the non-compete and/or non-solicitation obligation. The Company shall be entitled to seek injunctive measures or any other type of immediate relief to stop the violation of infringement as quickly as possible, regardless whether any fine or damage is offered or paid.

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The Company is entitled to specifically prohibit taking up or continuing any employment or other activity that violated this non-competition and non-solicitation clause (Realexekution).

Further, the Company reserves the right to claim compensation for damages in addition to the penalty or penalties.

The Employee will have access to confidential and proprietary information relating to the business and operations of the Company, other Group Companies and its/their clients. Such confidential and proprietary information constitutes a unique and valuable asset of the Company and other Group Companies and their acquisition required great time and expense. The disclosure or any other use of such confidential or proprietary information, other than for the sole benefit of the Company or another Group Company, would be wrongful and would cause irreparable harm to the Company.

The Employee is under a strict duty to keep all confidential and proprietary information strictly and permanently confidential and, accordingly, shall not during the Employment or after termination of the Employment directly or indirectly for any purpose other than for the sole benefit of the Company or another Group Company, or disclose or permit to be disclosed to any third person or entity, any confidential or proprietary information without first obtaining the written consent of the responsible executive and the party concerned, if applicable, except if required to do so by law.

[The Employee may not make any statement to the media, as far as she/he is not authorized to do so by the responsible executive.]

The Employee may be asked to enter into additional agreements with other Group Companies. Such additional agreement shall not overrule and/or amend the terms of this Amendment and/or the Employment Agreement, but shall always only provide additional protection for the respective Group Company entering into such additional agreements with the Employee.

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This Amendment constitutes the complete agreement between the Parties regarding its subject matter and supersedes all prior oral and/or written agreements, representations and/or communications, concerning the subject matter hereof.

Should any of the provisions of this Amendment be or become legally invalid, such invalidity shall not affect the validity of the remaining other provisions. Any gap resulting from such invalidity shall be filled by a provision consistent with the spirit and purpose of the Amendment. In the same way shall be proceeded if a contractual gap appears.

Any amendments or supplementation of this Amendment shall require written form. The written form may be dispensed only in writing.

This Amendment shall be construed in accordance with and governed by Swiss law (without giving effect to the principles of conflicts of law).

Any dispute, controversy or claim arising out of or in connection with this Amendment, including the validity, invalidity, breach or termination thereof, and including tort claims, shall be exclusively submitted to and determined by the ordinary courts at the seat of the Company, safe for any other courts which may be competent based on mandatory Swiss laws.

The Parties have duly executed this Employment Agreement in two originals, each Party receiving one original.

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Signatures

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Energy Vault SA

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The Employee:

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Exhibit 10.20

Form of amendment agreements to the employment agreement entered into between Robert Piconi and the Company's subsidiary Energy Vault, SA

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Amendment No. 2 to Employment Agreement

dated as of 04 December 2020

by and between

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and

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(The Company and the Employee are also referred to as Party or Parties)

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Employment Agreement

Preamble

The Company and the Employee entered into an employment agreement dated 1 January 2018 (the Employment Agreement).

The Employee has access to very confidential and sensitive information of the Company and is considered a "key employee". Given additional undertakings for the non-competition and non­solicitation agreements, additional updates have been made to various severance and compensation elements in line with Swiss law.

Now therefore, the Parties wish to amend the Employment Agreement as outlined hereinafter (the Amendment).

Effective Date

This Amendment shall become effective at the date noted above upon execution by the Employee and approval of the Board of Directors.

Integration / modification to Employment Agreement.

1.Base Salary

Effective 1 December 2020, the Employee's annual gross base salary is CHF 395'000 paid in 12 instalments

2.Variable Incentive Bonus

The Employee shall be entitled to participate in a variable bonus program, whereby the annual bonus target is set 50% of the Employee's annual gross salary (subject to statutory deductions). The entitlement of the Target bonus will be based on the achievement of qualitative and quantitative objectives, as approved annually by the Board of Directors. The Employee shall not be eligible to receive any bonus if he is terminated from the Company for cause or disciplinary action.

3.Ancillary Benefits

The Company shall provide the Employee with a standard car allowance according to local norms (subject to statutory deductions). Reasonable expenses for foreign tax preparation and other expenses as they relate directly to the Employee's engagement with the Company may be submitted for reimbursement.

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4.Notice Period and Severance

In the event this Agreement is unilaterally terminated by the Company with an ordinary notice of 90 days, a one-time severance payment equal to 12 months of the Employee's annual salary+ target bonus (subject to statutory deductions) will be made to the Employee. This severance payment shall be paid concurrent with and in addition to the final salary payment of the 90 day notice period. The severance payment shall not apply in the event the Employee chooses to resign from his position with the Company, or if the Employee is terminated from the Company for cause or disciplinary action.

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Signatures

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Energy Vault, Inc.

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The Employee:

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Exhibit 10.21

September 17, 2019

Marco Terruzzin

[***]

Dear Marco:

It gives me great pleasure to offer you employment as Chief Product Officer for Energy Vault, Inc. (the “Company”). You will report to me, Robert Piconi, Chief Executive Officer, Energy Vault, Inc. As we discussed you will begin your employment on October 4, 2019 (the “Effective Date”) and the following terms and conditions will apply to your employment:

“Good Reason” is defined as (i) you are assigned duties materially inconsistent with, or reflecting a materially adverse change in, your compensation, position, duties, or responsibilities with the Company or (ii) the Company’s principal executive offices are relocated to a location which would require you to commute at least thirty (30) miles more each way than your commute to the Company’s principal executive offices as of the date of this Agreement.

“Cause” is defined as (i) any act of fraud, embezzlement or dishonesty taken by you in connection with your job responsibilities, (ii) your conviction of or plea of guilty or nolo contendere to a felony, (iii) your willful misconduct which adversely affects or is likely to adversely affect the business and affairs of the Company, (iv) your continued willful refusal to perform your employment duties after you have received a written demand for performance from the Company which specifically sets forth the factual basis for the Company’s belief that you have willfully refused

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to perform your duties or (v) your material breach of any provision of your offer letter or Employee Confidentiality Agreement or Non-Disclosure Agreement.

As a condition of your employment with the Company, you will furnish and will continue to furnish the Company all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Your employment is expressly contingent upon the acceptable results of a background check. Any falsification of an applicant’s employment history or educational background will result in withdrawal of the offer and or termination of employment, if hired.

Your employment with the Company is at will. This means that either you or the Company may terminate your employment at any time, with or without cause and with or without notice. We both agree that any dispute arising with respect to your employment and the termination of that employment shall be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the Employee Confidentiality and Non-Disclosure Agreement.

By signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidentiality and Non-Disclosure Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants

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other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Energy Vault, Inc. except that the Company may, in its sole discretion, adjust salaries, incentive compensation, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

Enclosed are the following:

1.Attachment I — Stock Option Summary Sheet

2.Employee Confidentiality and Non-Disclosure Agreement

Our offer is contingent on your understanding and acceptance of the agreements and practices referred to in this letter. Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of this letter, completing the Employee Confidentiality and Non-Disclosure Agreement and returning them to me as soon as possible. Should you have any questions, please feel free to contact me. Marco, I am personally pleased you have chosen to accept our offer and I look forward to working with you toward our mutual success.

Sincerely,

/s/ Robert Piconi

Robert Piconi
Chief Executive Officer
Energy Vault, Inc.

I accept the position of Chief Product Officer, Energy Vault, Inc., on the terms described within this letter.

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Exhibit 10.22

October 12, 2020

Andrea Pedretti

[***]

Dear Andrea:

It gives me great pleasure to offer you employment as Chief Technology Officer for Energy Vault, Inc. (the “Company”). You will report to me, Robert Piconi, Chief Executive Officer, Energy Vault, Inc. As we discussed you will begin your employment on October 12, 2020 (the “Effective Date”) and the following terms and conditions will apply to your employment:

As a condition of your employment with the Company, you will furnish and will continue to furnish the Company all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Your employment is expressly contingent upon the acceptable results of a background check. Any falsification of an applicant’s employment history or educational background will result in withdrawal of the offer and or termination of employment, if hired.

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Your employment with the Company is at will. This means that either you or the Company may terminate your employment at any time, with or without cause and with or without notice. We both agree that any dispute arising with respect to your employment and the termination of that employment shall be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the Employee Confidentiality and Non-Disclosure Agreement.

By signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidentiality and Non-Disclosure Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Energy Vault, Inc. except that the Company may, in its sole discretion, adjust salaries, incentive compensation, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

Enclosed is the Employee Confidentiality and Non-Disclosure Agreement

Our offer is contingent on your understanding and acceptance of the agreements and practices referred to in this letter. Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of this letter, completing the Employee Confidentiality and Non-Disclosure Agreement and returning them to me as soon as possible. Should you have any questions, please feel free to contact me. Andrea, I am personally pleased you have chosen to accept our offer and I look forward to working with you toward our mutual success.

Sincerely,

/s/ Robert Piconi

Robert Piconi
Chief Executive Officer
Energy Vault, Inc.

I accept the position of Chief Technology Officer, Energy Vault, Inc., on the terms described within this letter.

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Exhibit 10.23

EMPLOYMENT AGREEMENT

Between

Energy Vault SA, with offices at Via Pessina 13, Lugano, 6900 CH, hereinafter referred as “the Company”;

And

Mr. Andrea Pedretti, Swiss Citizen, residing at [***], hereinafter referred to as “the Employee”;

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Exhibit 10.24

January 12, 2021

Richard Cooperstein

[***]

Dear Richard:

Please find your updated offer letter:

1.Effective Date: November 30, 2020

2.Title: Head of Corporate Development

3.Salary. Your salary will be $9,038.46 payable on a bi-weekly basis (annualized to $235,000 per year) in accordance with the Company's normal payroll practices. Your salary is subject to modification during your employment in accordance with the Company's practices, policies, or procedures.

4.Incentive Compensation. In addition to your salary, upon approval of the Company's Board of Directors, in lieu of and in substitution for any other option grants or restricted stock units ("RSUs") offered to you in your prior Offer Letter dated September 24, 2019, the Company will grant you an option to purchase 60,000 shares of the Company's common stock pursuant to the terms provided on Attachment I (Stock Option Summary Sheet) and subject to the terms of the Company's Stock Plan and an applicable stock option agreement between you and the Company. You understand that incentive compensation is not guaranteed.

5.Annual Performance Bonus. You will be eligible for an annual variable target bonus of up to 30% of your annual salary based on mutually established goals. You understand that this performance bonus is not guaranteed.

6.Flexible Time Off. You will be able to use Flexible Time Off (FTO) with pay during current and subsequent years of employment in accordance with the Company's FTO policy.

7.Benefits (Health and Welfare Plans). In addition to your compensation, you will be eligible to receive the benefits that are generally offered to all Company employees effective the first of the month following your hire date. The program includes medical plans, dental plans, a vision plan. These programs are subject to change at the discretion of the Company.

8.Holidays. You will be paid for selected holidays in accordance with the Company's holiday schedule. This schedule is subject to change at the discretion of the Company.

As a condition of your employment with the Company, you will furnish and will continue to furnish the Company all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Your employment with the Company is at will. This means that either you or the Company may terminate your employment at any time, with or without cause and with or without notice. We both

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agree that any dispute arising with respect to your employment and the termination of that employment shall be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the Employee Confidentiality and Non-Disclosure Agreement.

By signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidentiality and Non-Disclosure Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Energy Vault, Inc. except that the Company may, in its sole discretion, adjust salaries, incentive compensation, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

Enclosed is the Stock Option Summary Sheet

Our offer is contingent on your understanding and acceptance of the agreements and practices referred to in this letter. Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of this letter, completing the Employee Confidentiality and Non-Disclosure Agreement and returning them to me as soon as possible. Should you have any questions, please feel free to contact me. Richard, I am personally pleased you have chosen to accept our offer and I look forward to working with you toward our mutual success.

Sincerely,

/s/ Robert Piconi

Robert Piconi
Chief Executive Officer
Energy Vault, Inc.

I accept the position of Head of Corporate Development, Energy Vault, Inc., on the terms described within this letter.

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Exhibit 10.25

July 30, 2021

Richard Cooperstein

[***]

Re:Separation Agreement and Release

Dear Richard:

This letter documents an agreement and release between you and Energy Vault, Inc. (the “Company”) concerning the termination of your employment with the Company as Head of Corporate Development.

Your employment with the Company will terminate effective July 30, 2021 (the “Separation Date”). Whether or not you sign this agreement, you are entitled to receive and will receive all your already earned compensation, up to and including July 30, 2021. You also shall retain any Energy Vault, Inc. RSUs which you have been granted and which vested on or before July 30, 2021, and which shall remain governed by the terms of the Energy Vault, Inc. 2020 Stock Plan and your RSU agreement.

Nothing in this agreement – including, without limitation, your general release and your nondisclosure, return of materials, confidentiality, cooperation and nondisparagement covenants contained herein and in the attached exhibits – is intended to or shall (a) prevent, impede or interfere with your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local government agency or commission (“Government Agencies”), or (b) limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding conducted by any Government Agency, including providing documents or other information, without notice to or prior authorization from the Company.

Subject to your abiding by the terms and conditions of this agreement and the terms and conditions of your Employment, Confidentiality and Non-Disclosure Agreement (attached hereto as Exhibit A), including, but not limited to executing the Termination Certificate attached thereto as Exhibit C, entered into between you and the Company, the Company agrees to provide you with the following consideration provided that you (i) transition all work as requested in a timely, professional and complete manner as directed by the Company, (ii) return all company property and (iii) execute this agreement and return a signed copy to the Company within twenty-one (21) days from the date hereof:

Although the Company has no policy or procedure for providing separation pay benefits, the Company will pay you, as separation pay the gross amount of $117,499.98, less appropriate withholdings and deductions, which is the equivalent of your base salary for six (6) months.

You acknowledge and agree that the Company is not obligated to provide you with the above-referenced consideration and that no other monetary payments or benefits, including equity,

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and attorneys’ fees, shall be accrued or made to you in consideration for entering into this agreement, and that the Company does not owe you any wages, salary, compensation, bonus pay, vacation pay, equity, business or other expenses, attorneys’ fees, benefits of any nature, or any other monies in any amount whatsoever except as explicitly provided herein. By entering into this Agreement, none of the Company or its parent corporation or any of their respective subsidiaries, stockholders, directors, officers, trustees, past and present employees, successors, predecessors, assigns, agents, attorneys or representatives admit any liability whatsoever.

In exchange for the consideration set forth in this agreement and other valuable consideration, receipt of which is hereby acknowledged, you acknowledge complete satisfaction of, and do hereby forever release, waive and discharge the Company, including but not limited to its parent corporation and their respective subsidiaries, stockholders, directors, officers, trustees, past and present employees, successors, predecessors, assigns, agents, attorneys and representatives from any and all judgments, liens, indebtedness, damages, claims, liabilities, demands, and causes of action (hereinafter, the “Claims”) whether now known or unknown, arising on or before the Separation Date and/or arising out of or relating to your employment with the Company or its termination, including without limitation, any Claims connected to or arising out of your employee benefit plans (whether or not arising under the Employee Retirement Income Security Act of 1974, as amended); any discrimination, harassment, or retaliation claim whether or not arising under local, California or federal law or regulation or public policy, including but not limited to Title VII of the Civil Right Act, as amended, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.; the California Fair Employment and Housing Act, as amended, California Government Code § 12900 et seq.; the Orders of the California Industrial Welfare Commission regulating wages, hours, and working conditions; all provisions of the California Labor Code; or any local, state or federal statute, common law, public policy, contract or tort principle in any way governing your employment terms, compensation, or termination, including but not limited to any breach of contract, any breach of the covenant of good faith and fair dealing, fraud, intentional or negligent misrepresentation, intentional or negligent infliction of emotional distress, as well as any claim for severance pay, bonus or similar benefit, stock options, sick leave, retirement, life insurance, health or medical insurance, workers’ compensation or disability; provided, however, the foregoing release shall not include a release by you of any claims that you may have against the Company, its parent corporation, and their respective subsidiaries, stockholders, officers, trustees, past and present employees, successors, predecessors, assigns, agents, attorneys and representatives with respect to the enforcement of this agreement. This release agreement does not extend to those rights, which as a matter of law cannot be waived, including but not limited to unwaivable rights you may have under the California Labor Code.

You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. You and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Agreement Date. You further acknowledge that you have been advised by this writing that (i) you should consult with an attorney prior to executing this Agreement; (ii) you have had at least twenty-one (21) days within which to consider this Agreement; (iii) you have at least seven (7) days following the execution of this Agreement by the parties to revoke the agreement; and (iv) this Agreement shall not be effective until the revocation period has expired.

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As part of this general release, and not by way of limitation, you hereby expressly waive and release any and all claims pursuant to Section 1542 of the California Civil Code or any analogous state, local or federal law, statute, rule or regulation. California Civil Code Section 1542 reads:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY..”

You agree that the Company and its parent corporation and their respective stockholders have a significant and valuable interest in the Company’s name, reputation, employees, products, and services and further agree that you will not engage in any conduct that may disparage, denigrate or otherwise cause harm to the name, reputation, employees, products or services of the Company, including but not limited to its parent corporation, and their respective stockholders, officers, trustees, past and present employees, successors, predecessors, assigns and agents.

You represent and confirm that you have no lawsuits, charges, administrative proceedings or claims currently on file or pending against the Company including but not limited to its parent corporation, stockholders, officers, trustees, past and present employees, successors, predecessors, assigns and agents, and if such lawsuits, charges, administrative proceedings or claims are outstanding, you agree to join in any request to such court or agency to withdraw, dismiss, or otherwise resolve the claim or matter. You further represent that you have not assigned any such lawsuits, charges, administrative proceedings or claims to any third party. In addition, while you understand that this Agreement does not affect your right to file a charge with or participate as a witness in an investigation or proceeding conducted by the EEOC or any similar state agency, by accepting the terms provided herein and the consideration provided to you as a result, you give up the right to receive any relief whatsoever, including but not limited to financial benefit or monetary recovery, from any lawsuit or settlement related to such rights and claims as you now give up, whether the lawsuit is filed or the settlement reached by the EEOC, another agency, or anyone else.

You acknowledge that you have read this agreement, fully understand it and its legal consequences, have had the opportunity to seek advice of counsel, and that you enter this agreement voluntarily. You agree that you have not, and will not, disclose the terms and conditions of this agreement, or the discussions between the Company’s and/or its parent corporation’s employees or agents and you concerning this agreement. This confidentiality representation does not apply to disclosures made to your spouse, your counsel (if any), tax advisors, or disclosures required by a court order or regulatory authority. You agree to take all reasonable steps necessary to ensure that the confidentiality of this Agreement is maintained by any of the individuals or entities referenced above to whom disclosure is authorized and you agree to accept responsibility for any breach of confidentiality by said individuals or entities to whom disclosure of the agreement is made.

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The parties acknowledge and expressly agree that the obligations in this agreement are the sole and only consideration for it, and that no representations or inducements have been made by either party or that party’s officers, employees, managers, directors or agents, except as specifically set forth in this agreement. This agreement supersedes any previous oral agreement or understanding between the parties regarding any matter contained herein and represents the entire agreement between the two parties. The parties further agree that that the terms of this agreement are contractual and that both parties, their heirs, successors, and assigns are bound by it.

This agreement shall be governed by the internal substantive laws of the State of California, without any regard to its principles of conflict of laws. If any of the provisions of this agreement are determined to be invalid or unenforceable by a court or administrative agency of competent jurisdiction, the parties agree that such determination shall not affect the enforceability of the other provision contained herein.

If you understand and agree to the terms set forth herein, please indicate your acceptance of this agreement by signing and dating the two originals enclosed, and returning one signed copy to my office no later than August 20, 2021.

We wish you the best in your future endeavors.

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This agreement contains a release of known and unknown claims. I have read and understand this agreement and consent to all of the terms and provisions contained herein voluntarily and without any reservation.

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Exhibit 10.26

February 11, 2021

Christopher Wiese

[***]

Dear Christopher:

It gives me great pleasure to offer you employment as Vice President of Engineering for Energy Vault, Inc. (the “Company”). You will report to me, Robert Piconi, Chief Executive Officer, Energy Vault, Inc. As we discussed you will begin your employment on March 1, 2021 (the “Effective Date”) and the following terms and conditions will apply to your employment:

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As a condition of your employment with the Company, you will furnish and will continue to furnish the Company all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Your employment is expressly contingent upon the acceptable results of a background check. Any falsification of an applicant’s employment history or educational background will result in withdrawal of the offer and or termination of employment, if hired.

Your employment with the Company is at will. This means that either you or the Company may terminate your employment at any time, with or without cause and with or without notice. We both agree that any dispute arising with respect to your employment and the termination of that employment shall be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the Employee Confidentiality and Non-Disclosure Agreement.

By signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidentiality and Non-Disclosure Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Energy Vault, Inc. except that the Company may, in its sole discretion, adjust salaries, incentive compensation, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

Enclosed are the following:

1.Employee Confidentiality and Non-Disclosure Agreement

2.Stock Option Summary Sheet

Our offer is contingent on your understanding and acceptance of the agreements and practices referred to in this letter. Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of this letter, completing the Employee Confidentiality and Non-Disclosure Agreement and returning them to me as soon as possible. Should you have any questions, please feel free to contact me. Christopher, I am personally pleased you have chosen to accept our offer and I look forward to working with you toward our mutual success.

Sincerely,

/s/ Robert Piconi

Robert Piconi
Chief Executive Officer
Energy Vault, Inc.

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I accept the position of Vice President of Engineering, Energy Vault, Inc., on the terms describe with this letter.

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Exhibit 10.27

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EMPLOYMENT AGREEMENT

This agreement is made on the 1”' of August 2019, between

Energy Vault SA, with Offices at Via Pessina 13, Lugano, 6900 CH, hereinafter referred as the Company;

and

lain Merrick Kerr, UK citizen, born on [***] residing at [***], hereinafter referred as the Employee.

This document sets out the terms and conditions of employment which are required to be given to the Employee and which apply at the date hereof.

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EMPLOYMENT AGREEMENT

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EMPLOYMENT AGREEMENT

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EMPLOYMENT AGREEMENT

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EMPLOYMENT AGREEMENT

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Contemporaneously herewith, the Employee agrees to execute the Employee Confidentiality and Non-Disclosure Agreement with Energy Vault, Inc.

In witness of which the parties hereto have signed this agreement, the day and year first above written.

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Exhibit 10.28

March 29, 2021

Andrea Elisabeth Wuttke
[***]

Dear Andrea:

It gives me great pleasure to offer you employment as Chief Financial Officer for Energy Vault, Inc. (the “Company”). You will report to me, Robert Piconi, Co-Founder and Chief Executive Officer, Energy Vault, Inc. As we discussed you will begin your employment on April 26, 2021 and the following terms and conditions will apply to your employment:

As a condition of your employment with the Company, you will furnish and will continue to furnish the Company all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Your employment is expressly contingent upon the acceptable results of a background check. Any falsification of an applicant’s employment history or educational background will result in withdrawal of the offer and or termination of employment, if hired.

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Your employment with the Company is at will. This means that either you or the Company may terminate your employment at any time, with or without cause and with or without notice. We both agree that any dispute arising with respect to your employment and the termination of that employment shall be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the Employee Confidentiality and Non-Disclosure Agreement.

By signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidentiality and Non-Disclosure Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Energy Vault, Inc. except that the Company may, in its sole discretion, adjust salaries, incentive compensation, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

Enclosed are the following:

1.Attachment IE – Stock Option Summary Sheet

2.Employee Confidentiality and Non-Disclosure Agreement

Our offer is contingent on your understanding and acceptance of the agreements and practices referred to in this letter. Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of this letter, completing the Employee Confidentiality and Non-Disclosure Agreement and returning them to me as soon as possible. Should you have any questions, please feel free to contact me. Andrea, I am personally pleased you have chosen to accept our offer and I look forward to working with you toward our mutual success.

Sincerely,

/s/ Robert Piconi

Robert Piconi
Co-Founder and Chief Executive Officer
Energy Vault, Inc.

I accept the position of Chief Financial Officer, Energy Vault, Inc., on the terms described within this letter.

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Exhibit 10.29

August 27, 2021

Richard Espy

[***]

Dear Richard:

It gives me great pleasure to offer you employment as Chief Information Officer and Vice President, Software Enablement for Energy Vault, Inc. (the “Company”). You will report to Chris Wiese, Chief Operating Officer, Energy Vault, Inc. As we discussed you will begin your employment on September 7, 2021, and the following terms and conditions will apply to your employment:

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As a condition of your employment with the Company, you will furnish and will continue to furnish the Company all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Your employment is expressly contingent upon the acceptable results of a background check. Any falsification of an applicant’s employment history or educational background will result in withdrawal of the offer and or termination of employment, if hired.

Your employment with the Company is at will. This means that either you or the Company may terminate your employment at any time, with or without cause and with or without notice. We both agree that any dispute arising with respect to your employment and the termination of that employment shall be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the Employee Confidentiality and Non-Disclosure Agreement.

By signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidentiality and Non-Disclosure Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Energy Vault, Inc. except that the Company may, in its sole discretion, adjust salaries, incentive compensation, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

Enclosed are the following:

1.Attachment IE — RSU Summary Sheet

2.Employee Confidentiality and Non-Disclosure Agreement

Our offer is contingent on your understanding and acceptance of the agreements and practices referred to in this letter. Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of this letter, completing the Employee Confidentiality and Non-Disclosure Agreement and returning them to me as soon as possible. Should you have any questions, please feel free to contact me. Richard, I am personally pleased you have chosen to accept our offer and I look forward to working with you toward our mutual success.

Sincerely,

/s/ Robert Piconi

Robert Piconi
Co-Founder and Chief Executive Officer
Energy Vault, Inc.

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I accept the position of Chief Information Officer and Vice President, Software Enablement, Energy Vault, Inc., on the terms described within this letter.

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Exhibit 10.30

August 30, 2021

Gonca Icoren

[***]

Dear Gonca:

It gives me great pleasure to offer you employment as Chief People Officer for Energy Vault, Inc. (the “Company”). You will report to me, Robert Piconi, Chief Executive Officer, Energy Vault, Inc. As we discussed you will begin your employment on September 7, 2021, and the following terms and conditions will apply to your employment:

“Good Reason” is defined as (i) you are assigned duties materially inconsistent with, or reflecting a materially adverse change in, your compensation, position, duties, or responsibilities with the Company or (ii) the Company’s principal executive offices are relocated to a location which would require you to commute at least thirty (30) miles more each way than your commute to the Company’s principal executive offices as of the date of this Agreement.

“Cause” is defined as (i) any act of fraud, embezzlement or dishonesty taken by you in connection with your job responsibilities, (ii) your conviction of or plea of guilty or nolo contendere to a felony, (iii) your willful misconduct which adversely affects or is likely to adversely affect the business and affairs of the Company, (iv) your continued willful refusal to perform your employment duties after you have received a written demand for performance from the Company which specifically sets forth the factual basis for the Company's belief that you have willfully refused to perform your duties or (v) your material breach of any provision of your offer letter or Employee Confidentiality Agreement or Non-Disclosure Agreement.

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As a condition of your employment with the Company, you will furnish and will continue to furnish the Company all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Your employment is expressly contingent upon the acceptable results of a background check. Any falsification of an applicant's employment history or educational background will result in withdrawal of the offer and or termination of employment, if hired.

Your employment with the Company is at will. This means that either you or the Company may terminate your employment at any time, with or without cause and with or without notice. We both agree that any dispute arising with respect to your employment and the termination of that employment shall be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the Employee Confidentiality and Non-Disclosure Agreement.

By signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidentiality and Non-Disclosure Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Energy Vault, Inc. except that the Company may, in its sole discretion, adjust salaries, incentive compensation, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

Enclosed are the following:

1.Attachment IE — RSU Summary Sheet

2.Employee Confidentiality and Non-Disclosure Agreement

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Our offer is contingent on your understanding and acceptance of the agreements and practices referred to in this letter. Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of this letter, completing the Employee Confidentiality and Non-Disclosure Agreement and returning them to me as soon as possible. Should you have any questions, please feel free to contact me. Gonca, I am personally pleased you have chosen to accept our offer and I look forward to working with you toward our mutual success.

Sincerely,

/s/ Robert Piconi

Robert Piconi
Co-Founder and Chief Executive Officer
Energy Vault, Inc.

I accept the position of Chief People Officer, Energy Vault, Inc., on the terms described within this letter.

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Exhibit 10.31

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Execution Version

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ENERGY VAULT, INC.

SERIES B-1 PREFERRED

STOCK PURCHASE AGREEMENT

This Series B-1 Preferred Stock Purchase Agreement (this “Agreement”) is made as of December 22, 2020 by and among Energy Vault, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Exhibit A hereto who are signatories of this Agreement (“Purchasers”).  The parties hereto agree as follows:

SECTION 1

AUTHORIZATION AND SALE OF STOCK

1.1Authorization of Series B-1 Preferred Stock.  The Company has duly authorized the sale and issuance to the Purchasers of up to 4,853,110 shares of Series B-1 Preferred Stock, $0.0001 par value per share (the “Series B-1 Preferred Stock”), with such class of stock having the powers, rights, preferences, privileges and restrictions as set forth in the Company’s Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit B (the “Certificate”).  The Company shall adopt and file with the Secretary of State of Delaware on or before the Initial Closing, the Certificate.

1.2Sale and Issuance of Series B-1 Preferred Stock.  Subject to the terms and conditions hereof, each Purchaser agrees to purchase at the Closings, and the Company agrees to sell and issue to each Purchaser at the Closings, the number of shares of Series B-1 Preferred Stock set forth opposite such Purchaser’s name on Exhibit A, at a purchase price of $14.50675 per share.  The shares of Series B-1 Preferred Stock issued to the Purchasers pursuant to this Agreement are referred to herein as “Shares” (including any shares issued at the Closings, as defined below).

1.3Use of Proceeds.  In accordance with the directions of the Company’s Board of Directors, as it shall be constituted in accordance with the Voting Agreement, the Company will use the proceeds from the sale of the Shares for (i) working capital needs for commercial launch in calendar year 2021, (ii) research and development of the Company’s EV_x system, and (iii) for general corporate purposes.

SECTION 2

CLOSING DATE; DELIVERY

2.1Closing.  The initial purchase and sale of the Shares, to certain of the Purchasers listed on Exhibit A (the “Initial Closing”) shall take place at such time and place as the Company and the Purchasers mutually agree upon, orally or in writing. In the event there is more than one closing, the term “Closing” shall apply to each closing unless otherwise specified. The Closings shall be effected remotely, by the electronic exchange of documents and signatures. At each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser against payment of the purchase price therefor by wire transfer as set forth on Exhibit A.  The Company shall deliver to the Purchaser a certificate representing the purchased Shares at the Closing.  The date on which the Initial Closing occurs is sometimes referred to herein as the “Closing Date.”

2.2Conversion of Convertible Securities.

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(a)To the extent the Company issued to certain of the Purchasers convertible promissory notes, Simple Agreements for Future Equity, Keep It Simple Securities and/or Convertible Security Agreements (each a “Convertible Security” and together, the “Convertible Securities”), each such Convertible Security is as set forth across from each such Purchaser’s name on Exhibit A along with the aggregate principal amount, and, if applicable, with accrued and unpaid interest thereon.

(b)Each Purchaser holding a Convertible Security (each, a “Converting Purchaser”, and collectively, the “Converting Purchasers”) agrees that, at the Initial Closing, its respective Convertible Security(ies) will be converted into the number and type of Shares as set forth across from such Purchaser’s name on Exhibit A.  Each Converting Purchaser hereby agrees that upon the conversion of such Convertible Security(ies), such Converting Purchaser shall not be entitled to any other consideration in respect of such Convertible Security(ies) other than those Shares set forth opposite such Purchaser’s name on Exhibit A.  Each Converting Purchaser hereby represents and warrants that the Purchaser has not transferred, pledged or otherwise disposed of, or encumbered any interest in, their Convertible Securities.

(c)Each Converting Purchaser and the Company hereby agree that as of the Initial Closing all notices required by the terms of, and all rights of such Converting Purchasers set forth in, such Convertible Security(ies), any related Note Purchase Agreement or any other agreement between such converting Purchaser and the Company with respect to such Convertible Security(ies) (collectively, the “Lender Rights”) shall be terminated and of no further force or effect, and all such Lender Rights are hereby waived by each such Converting Purchaser in connection with the transactions contemplated hereby.

(d)Notwithstanding the terms of the Convertible Securities, each of the Converting Purchasers hereby acknowledges and agrees that as of the Initial Closing the aggregate outstanding principal amount of each Convertible Security, together with all accrued and unpaid interest thereon (if applicable), held by such Converting Purchaser shall automatically be converted into Shares in the amount and type as set forth across from such Purchaser’s name on Exhibit A without the requirement of any further action on the part of such Converting Purchaser.  Each Converting Purchaser agrees that the principal and accrued interest, if applicable, for each such Converting Purchaser’s Convertible Security(ies) shall be calculated as of December 17, 2020 and to the extent that additional interest accrues so that the total amount otherwise due to a Converting Purchaser under a Convertible Security is in excess of the amount set forth on Exhibit A, each such Converting Purchaser hereby irrevocably waives any such additional interest and the Company and such Purchaser agrees to treat such excess amount as a capital contribution to the Company by such Purchaser.

(e)Upon conversion of the Convertible Securities, the Company shall have no further obligations under the Convertible Securities and the Convertible Securities shall be cancelled, terminated and no longer of any force or effect.  Each Converting Purchaser hereby waives any right to a fraction of a Share upon conversion of the Converting Purchaser’s Convertible Security(ies).  Each Converting Purchaser acknowledges and agrees that all instruments documenting the Convertible Securities (collectively, the “Convertible Security Documents”) are null and void effective as of the Initial Closing.  In the event of any conflict with the terms and conditions of such documents, the terms and conditions of this Agreement shall supersede such conflicting terms, and for the avoidance of doubt, each Converting Purchaser hereby agrees that such Convertible Security Documents are hereby amended to give effect to the foregoing. The Converting Purchasers shall be treated for all purposes as the record holders of such Shares effective immediately as of Initial Closing.

(f)Other than each Converting Purchaser’s right to receive the Shares set forth opposite such Converting Purchaser’s name on Exhibit A and the rights provided for in this Agreement and the Investment Agreements (as defined below) as a holder of Shares, each Converting Purchaser hereby waives (on behalf of himself, herself or itself, as applicable) any and all demands, claims, suits, actions,

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causes of actions, proceedings, assessments and rights in respect of each of the Convertible Security Documents, including, without limitation, past or present actual, deemed or alleged default or event of default under such Convertible Security Documents.

2.3Subsequent Sale of Series B-1 Preferred Stock.

(a)At any time on or before May 15, 2021, the Company may sell (i) up to 3,102,004 Shares plus (ii) after January 16, 2021, such number of Shares equal to 670,032 less the number of Shares purchased by Helena and/or its affiliates on or prior to January 16, 2021 pursuant to Section 2.3(b) below, to such persons as may be approved by the Company, provided that such persons are not Restricted Persons (as defined in the Amended and Restated Voting Agreement entered into between among others the Company and its shareholders on or about the date of this Agreement).

(b)At any time on or before January 16, 2021, Helena and/or its affiliates shall have the right, but not the obligation, to purchase up to 670,032 Shares from the Company.

(c)All such purchases of Shares under this Clause 2.3 shall be made on the terms and conditions set forth in this Agreement, including, without limitation, satisfaction of the representations and warranties by the Purchasers as set forth in Section 4 and purchase price as set out in Clause 1.2.  Such purchases of Shares shall be made by each subsequent purchaser by executing counterpart signature pages to this Agreement and the Investment Agreements (as defined below), making such purchaser a party and bound by the terms and conditions of this Agreement and the Investment Agreements.  Any Shares sold pursuant to this Section 2.3 shall be deemed to be “Shares” for all purposes under this Agreement and any purchasers thereof shall be deemed to be “Purchasers” under this Agreement and each of the Investment Agreements.  Each sale of additional Shares pursuant to this Section 2.3 shall be deemed a “Subsequent Closing.”  Exhibit A to this Agreement shall be updated to reflect the number of Shares purchased at each Subsequent Closing and the parties purchasing such Shares.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchasers that, except as specifically set forth in respect of a particular representation or warranty on the Schedule of Exceptions attached as Exhibit C (the “Schedule of Exceptions”) to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the Initial Closing:

3.1Organization and Standing; Certificate of Incorporation and Bylaws.  The Company is a corporation duly organized, validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws.  The Company has requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted.  The Company has furnished the Purchasers with copies of its Certificate of Incorporation and Bylaws.  Said copies are true, correct and complete and reflect all amendments now in effect.  The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

3.2Corporate Power.  The Company has all requisite corporate power and authority (a) to execute and deliver this Agreement, the Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”), the Amended and Restated Voting

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Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”), and the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “ROFR Agreement” and, together with the Investor Rights Agreement, the Voting Agreement and this Agreement, the “Investment Agreements”), (b) to file the Certificate with the Secretary of State of the State of Delaware, (c) to sell and issue the Shares hereunder, (d) to issue the shares of Common Stock of the Company (the “Common Stock”), into which the Shares are convertible, (the “Conversion Stock”) in accordance with the provisions of the Certificate, and (e) to carry out and perform its obligations under the terms of the Investment Agreements.

3.3Authorization.  All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the filing of the Certificate, the authorization, sale, issuance and delivery of the Shares and the Conversion Stock and the performance of the Company’s obligations hereunder has been taken or will be taken prior to the Initial Closing. The Investment Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies; provided, however, that the Company makes no representation as to the enforceability of the indemnification provisions contained in the Investor Rights Agreement to the extent such provisions may be limited by applicable federal or state securities laws.

3.4Valid Issuance.  The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and will have the rights, preferences, privileges and restrictions described in the Certificate.  The Conversion Stock has been duly and validly reserved and, when issued in compliance with the provisions of the Certificate, will be validly issued, fully paid and nonassessable.  When issued, the Shares and the Conversion Stock will be free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the Purchasers hereunder or under the Investment Agreements; provided, however, that the Shares and the Conversion Stock may be subject to restrictions on transfer under state or federal securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Investment Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by the Purchasers. Based in part upon the representations of the Purchasers in Section 4 of this Agreement and in the Voting Agreement, the Common Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.

3.5Subsidiaries.

(a)Except as disclosed on Schedule 3.5 of the Schedule of Exceptions (each, a “Company Subsidiary” and together, the “Company Subsidiaries”), the Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, limited liability company, trust, partnership, association or other business entity.  The Company and the Company Subsidiaries shall collectively be referred to herein as the “Company Group” and each entity, a “Company Group Entity”.

(b)The Company directly or indirectly owns, legally and beneficially, free from liens or encumbrances, all of the issued capital stock of each Company Subsidiary and all such capital stock is fully paid and nonassessable.  Each Company Subsidiary is an entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.  Each Company Subsidiary has requisite corporate power and authority to own and operate its properties and assets and to carry on its

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business as presently conducted.  Each Company Subsidiary has furnished the Purchasers with copies of its Certificate of Incorporation and Bylaws (or similar governing documentation).  Said copies are true, correct and complete and reflect all amendments now in effect.  Each Company Subsidiary is duly qualified and/or licensed to transact business and is in good standing in each jurisdiction in which the failure to so qualify would, individually or in the aggregate, reasonably be expected to have a material adverse effect on its business or properties.

3.6Capitalization.

(a)The authorized capital stock of the Company consists, as of the Initial Closing, of (i) 13,191,776 shares of Preferred Stock, 2,120,000 shares of which are designated “Series FR Preferred Stock,” all of which are outstanding; 1,652,083 shares of which are designated “Series Seed 1 Preferred Stock,” all of which are outstanding; 626,994 shares of which are designated “Series Seed 2 Preferred Stock,” all of which are outstanding; 1,025,646 shares of which are designated “Series A-1 Preferred Stock,” all of which are outstanding; 750,510 shares of which are designated “Series A-2 Preferred Stock,” all of which are outstanding; 2,163,433 shares of which are designated “Series B Preferred Stock,” all of which are outstanding; 4,853,110 shares of which are designated “Series B-1 Preferred Stock,” none of which are outstanding and (ii) 17,800,000 shares of Common Stock, 2,148,210 shares of which are outstanding.  The outstanding shares of Common Stock and Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Securities Act”), and any relevant state securities laws, or pursuant to valid exemptions therefrom.

(b)The Company has reserved 2,120,000 shares of Common Stock for issuance upon conversion of Series FR Preferred Stock, 1,652,083 shares of Common Stock for issuance upon conversion of Series Seed 1 Preferred Stock, 626,994 shares of Common Stock for issuance upon conversion of Series Seed 2 Preferred Stock, 1,025,646 shares of Common Stock for issuance upon conversion of Series A-1 Preferred Stock, 750,510 shares of Common Stock for issuance upon conversion of Series A- 2 Preferred Stock,  2,163,433 shares of Common Stock for issuance upon conversion of Series B Preferred Stock, and 4,853,110 shares of Common Stock for issuance upon conversion of Series B-1 Preferred Stock.

(c)The Company has reserved 2,180,950 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2017 Stock Plan duly adopted by the Board of Directors and approved by the Company stockholders (the “2017 Stock Plan”) and its 2020 Stock Plan duly adopted by the Board of Directors and approved by the Company stockholders (the “2020 Stock Plan” and together the “Stock Plans”).  Of such reserved shares of Common Stock, 259,810 shares of Common Stock have been issued upon exercise of stock options pursuant to the Stock Plans, 140,000 shares have been granted and are outstanding pursuant to the options or RSUs under the Stock Plans, and 1,781,140 of such shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plans.  Except as set forth herein, there are no options, warrants or other rights to purchase or acquire any of the Company’s capital stock.

(d)Except for (A) the conversion privileges of the Shares to be issued under this Agreement, (B) the rights provided in the Investor Rights Agreement, and (C) the securities and rights described in Subsection 3.6(a), 3.6(b), and 3.6(c) of this Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock. All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market

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standoff agreement of not less than one hundred eighty (180) days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.

(e)No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(f)All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue, are subject to a one hundred eighty (180) day “market stand-off” restriction (subject to increase as requested by the Company for compliance with applicable FINRA, marketplace or exchange rules) upon an initial public offering of the Company’s securities pursuant to a registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act in a form substantially similar to Section 7 of the Investor Rights Agreement

3.7Agreements and Actions.

(a)There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which any Company Group Entity is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to, such Company Group Entity in excess of, $25,000, or (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from any Company Group Entity (other than (A) the nonexclusive license of the Company’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements the forms of which have been provided to counsel for the Investors, (B) the nonexclusive license to the Company of standard, generally commercially available, “off-the-shelf” third party products and services or (C) Open Source Licenses ((A)-(C) are “Standard Licenses”), or (iii) provisions restricting or affecting in any material respect the development, manufacture or distribution of any Company Group Entity’s products or services, or (iv) indemnification by any Company Group Entity with respect to infringements of proprietary rights.

(b)No Company Group Entity has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person or entity, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.  For the purposes of (a) and (b) of this Subsection 3.7, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Group Entity has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. No Company Group Entity is a guarantor or indemnitor of any indebtedness of any other person.

3.8Governmental Consents and Filings.  Assuming the accuracy of the representations made by the Purchasers in Section 4 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental

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authority is required on the part of any Company Group Entity in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate, which will have been filed as of the Initial Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

3.9Related Party Transactions.  Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the board of directors; (iii) agreements relating to the purchase of shares of the Company’s stock or providing for rights as an investor in, or holder of, the Company’s capital stock; or (iv) the services agreement and related arrangements between the Company and Idealab Holdings, L.L.C., there are no, and have never been any, agreements, understandings, transactions or proposed transactions between any Company Group Entity and any of its officers, directors or key employees, or any affiliate thereof.

3.10Title to Assets.  The property and assets that a Company Group Entity owns (if any) are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair such Company Group Entity’s ownership or use of such property or assets.  With respect to the property and assets it leases (if any), the Company Group Entities are in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. No Company Group Entity owns any real property.

3.11Financial Statements. The Company has made available to the Purchasers its consolidated unaudited financial statements (including balance sheet and statements of income and cash flows) as of and for the twelve months ending each of December 31, 2019, and the ten (10) months ended October 31, 2020 (the “Financial Statements”).  The Financial Statements have been prepared on a consistent basis throughout the periods indicated.  The Financial Statements fairly present in all material respects the financial condition and operating results of the Company Group as of the dates, and for the periods, indicated therein.  Except as set forth in the Financial Statements, the Company Group has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to October 31, 2020;  (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company Group (a “Material Adverse Effect”).

3.12Changes.  Since October 31, 2020, there has not been any change in the assets, liabilities, financial condition, property or operating results of the Company Group from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect.

3.13Litigation.  There is no, and has never been any, claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the actual or constructive knowledge of Robert Piconi, Andrea Pedretti and Merrick Kerr after due inquiry and reasonable investigation (which shall include reasonable inquiries of direct reports) (the “Company’s Knowledge” or “Known to the Company”), threatened in writing against any Company Group Entity or any officer, director or Key Employee of the Company Group arising out of their employment or board relationship with the Company Group or that questions the validity of the Investment Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Investment Agreements.  No Company Group Entity is party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or

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government agency or instrumentality.  There is no action, suit, proceeding or investigation by any Company Group Entity pending or which a Company Group Entity intends to initiate.  The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing involving the prior employment of any of the Company Group’s employees, their use in connection with the Company Group’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

3.14Intellectual Property.  The Company Group owns or possesses sufficient rights or licenses to use all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, domain names, mask works, information and proprietary rights, and any other intellectual property rights, and processes or similar or equivalent rights or forms of protection anywhere in the world as are necessary for the conduct of the Company Group’s business as now conducted (or proposed to be conducted) (the “Company Intellectual Property”) without any conflict with or infringement of the rights of others.  To the Company’s Knowledge with respect to patents, trademarks, services marks, and trade names and any other intellectual property rights (but without having conducted any special investigation or patent or trademark search), neither the use by the Company of the Company Intellectual Property nor any product or service marketed or sold (or proposed to be marketed or sold) by the Company Group violates any license or infringes any intellectual property rights of any other party.  Other than with respect to Standard Licenses and commercially available software products under standard end-user object code license and support/maintenance agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company Group bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person.  The Company Group has not received any written communications alleging that the Company Group has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, mask works or other proprietary rights or processes of any other person or entity. Except for intellectual property that may not be assigned pursuant to applicable law, each current or former employee and consultant has assigned to the Company Group all intellectual property rights he or she owns that (i) were conceived, developed or reduced to practice by such employee or consultant in the course of performing services for the Company Group, and (ii) are related to the Company Group’s business as now conducted and as presently proposed to be conducted. To the Company’s Knowledge, it will not be necessary to use any inventions of any of its current or former employees or consultants (or persons it currently intends to hire) made prior to their employment by the Company Group.  To the extent the Company Group embeds or includes any “open source” or “copyleft” software in its products or services  (each license under which the Company Group uses such software, an “Open Source License”), the Company Group is in compliance with the terms of any such licenses, and the Company Group is not required under any such Open Source License to (a) make or permit any disclosure or to make available any source code for its (or any of its licensors’) proprietary software or (b) distribute or make available any of the Company Group’s proprietary software or intellectual property (or to permit any such distribution or availability).

3.15Employees.  There are no employees of, or consultants to, any Company Group Entity other than the employees and consultants included in the list of employees of and consultants to, the Company Group provided by the Company to the Purchasers in writing.  There is no labor union organizing activity pending or, to the Company’s Knowledge, threatened with respect to the Company Group.  None of the Company Group’s employees belongs to any union or collective bargaining unit.  The Company Group has complied in all material respects with all applicable state and federal equal opportunity and other laws related to employment.  To the Company’s Knowledge, no employee of the Company Group, nor any consultant with whom the Company Group has contracted, is or will be in violation of any judgment, decree or order, or any term of any employment contract, proprietary information agreement, patent disclosure

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agreement, or other contract or agreement relating to the relationship of any such employee with the Company Group or any other party because of the nature of the business conducted by the Company Group or to the use by the employee of his or her best efforts with respect to such business.  The Company Group has not received any written notice alleging that any such violation has occurred.  Subject to (i) general principles related to wrongful termination of employees, (ii) the requirement under the laws of certain jurisdictions that employment be terminated only after a period of notice and (iii) the notice periods contained in the contracts of employment of certain employees of the Company Group, copies of which contracts have been provided to the Purchasers, the employment of each officer and employee of the Company Group is terminable at the will of the Company Group.  To the Company’s Knowledge, no officer or key employee, or any group of employees, intends to terminate their employment with the Company Group; nor does the Company Group have a present intention to terminate the employment of the foregoing.  There are no actions pending, or to the Company’s Knowledge, threatened, by any former or current employee concerning such person’s employment by the Company Group.  No Company Group Entity is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, or retirement agreement or other employee compensation plan or agreement, other than as disclosed in writing to the Purchasers.  No employee of the Company Group has been granted the right to continued employment by the Company Group or to any material compensation following termination of employment with the Company Group.  The Company Group does not have any “employee benefit plan” as defined in the Employment Retirement Income Security Act of 1974, as amended.  Except as set forth on Schedule 3.15 of the Schedule of Exceptions, each former Key Employee whose employment was terminated by the Company has entered into an agreement with the Company Group providing for the full release of any claims against the Company Group or any related party arising out of such employment.

3.16Employee Agreements. Each current employee, consultant and officer of the Company Group has executed an agreement with the Company Group regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchasers (the “Confidential Information Agreements”). To the Company’s Knowledge, no current Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee’s Confidential Information Agreement. To the extent enforceable in the jurisdiction in which such person is employed, each current Key Employee has executed non-competition and non-solicitation agreement substantially in the form or forms delivered to counsel for the Purchasers To the Company’s Knowledge, none of the Company Group’s Key Employees is in violation of any agreement covered by this Section 3.16. “Key Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.

3.17Compliance with Other Instruments.  The Company Group is not in violation or default of any provision of its Certificate or Bylaws or of any provision of any note, mortgage, indenture, lease agreement, instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company Group in each case the violation of which or default under would have a Material Adverse Effect.  The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time or giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company Group or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company Group, its business or operations, or any of its assets or properties.

3.18Governmental Consent, etc.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority on the part of

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the Company Group is required in connection with the valid execution and delivery of the Investment Agreements, or the offer, sale or issuance of the Shares or the Conversion Stock, or the consummation of any other transaction contemplated hereby, except the qualification (or taking of such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Shares and the Conversion Stock under applicable Blue Sky or other state securities laws and a Form D filing under federal securities laws, which filings and qualifications, if required, will be accomplished in a timely manner. No Company Group Entity is a pilot program US business as defined in 31 C.F.R. Part 801.

3.19Permits.  The Company Group has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as currently conducted, the lack of which could materially and adversely affect the business, properties, or financial condition of the Company Group. No Company Group Entity is in default in any material respect under any of such franchises, permits, licenses or other similar authority.

3.20Offering.  Subject in part to the truth and accuracy of the Purchasers’ representations set forth in this Agreement, the offer, sale and issuance of the Shares and the Conversion Stock as contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws, and neither the Company Group nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

3.21Taxes.  There are no federal, state, county, local or foreign taxes due and payable by the Company Group which have not been timely paid.  There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company Group which are due, whether or not assessed or disputed.  There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency.  The Company Group has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

3.22No “Bad Actor” Disqualification. No “bad actor” disqualifying event (a “Disqualification Event”) described in Rule 506(d)(1)(i)-(viii) of the Securities Act is applicable to the Company or, to the Company’s Knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2) or (d)(3) is applicable.  “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person or entity listed in the first paragraph of Rule 506(d)(1).

3.23Compliance with Applicable ABAC, AML and Trade Laws.

(a)Neither any Company Group Entity nor, to the Company’s Knowledge, any Associated Person of any Company Group Entity has violated any of the Applicable ABAC Laws, Applicable AML Laws or Applicable Trade Laws.

(b)Neither any Company Group Entity nor, to the Company’s Knowledge, any Associated Person of any Company Group Entity has (i) been fined or otherwise penalised under any of the Applicable ABAC Laws, Applicable AML Laws or Applicable Trade Laws, (ii) received an oral or written notice from a government authority concerning an actual or possible violation by any Company Group Entity or any Associated Person of any Company Group Entity of any of the Applicable ABAC Laws, Applicable AML Laws or Applicable Trade Laws or (iii) received any other report or discovered any evidence suggesting that any Company Group Entity or any Associated Person of any Company Group Entity has violated any of the Applicable ABAC Laws, Applicable AML Laws or Applicable Trade Laws.

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(c)Neither any Company Group Entity nor, to the Company’s Knowledge, (i) any Associated Person of any Company Group Entity is a Blocked Person or (ii) has done anything that is likely to result in it or their becoming a Blocked Person.

(d)For the purposes of this Section 3.23:

(i)“Applicable ABAC Laws” means: (1) the United States Foreign Corrupt Practices Act of 1977, as amended, (2) the U.K. Bribery Act 2010, and (3) all laws and regulations applying to any Company Group Entity, any Associated Person of any Company Group Entity and/or a Purchaser prohibiting bribery or some other form of corruption, including but not limited to fraud and tax evasion.

(ii)“Applicable AML Laws” means any laws and regulations prohibiting money laundering, including but not limited to attempting to conceal or disguise the identity of illegally obtained proceeds, applying to any Company Group Entity, any Associated Person of any Company Group Entity and/or a Purchaser; such laws including those of Switzerland, United Kingdom and United States of America.

(iii)“Applicable Trade Laws” means all import and export laws and regulations, including but not limited to economic and financial sanctions, export controls, anti-boycott and customs laws and regulations applying to any Company Group Entity, any Associated Person of any Company Group Entity and/or a Purchaser; such laws and regulations including those imposed by the European Union, Switzerland, United Kingdom, United Nations and United States of America.

(iv)“Associated Person” means, in relation to a Company Group Entity, an individual or entity (including a director, officer, employee, consultant, agent or other representative) who or that has acted or performed services for or on behalf of that Company Group Entity but only with respect to actions or the performance of services for or on behalf of that Company Group Entity.

(v)“Blocked Person” means: (1) an individual or entity included in a restricted or prohibited list pursuant to one or more of the Applicable Trade Laws; (2) an entity in which one or more Blocked Persons has in the aggregate, whether directly or indirectly, a 50 percent or greater equity interest; or (3) an entity that is controlled by a Blocked Person.

(vi)“Knowledge” means, in so far as any representation, warranty or covenant in Subsections (a), (b) or (c) in Section 3.23 of this Agreement is qualified as being “to the Company’s Knowledge” or any similar expression, that the representation or warranty is based on the actual knowledge or awareness of the Company after making due, diligent and careful inquiry into the relevant facts.

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3.24Qualified Small Business Stock.  As of the Closing:  (a) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), (b) the Company will not have made any purchases of its own stock during the one-year period preceding the Closing having an aggregate value exceeding five percent (5%) of the aggregate value of all its stock as of the beginning of such period and (c) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between October 19, 2017 and through the Closing have exceeded or will exceed $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers for any damages arising from any subsequently proven or identified error in the Company's determination with respect to the applicability or interpretation of Section 1202 unless such determination shall have been given by the Company in a manner either negligent or fraudulent.

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3.25Disclosure.  The Company has made available to the Purchasers all the information reasonably available to the Company Group that the Purchasers have requested. No representation or warranty of the Company contained in this Agreement, as qualified by the Schedule of Exceptions, and no certificate furnished or to be furnished to Purchasers at the Initial Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. It is understood that this representation is qualified by the fact that the Company has not delivered to the Purchasers, and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities. The Company makes no representations or warranties other than those explicitly set forth in this Agreement.

3.26Environmental and Safety Laws.  Except as could not reasonably be expected to have a Material Adverse Effect (a) the Company is and has been in compliance with all Environmental Laws; (b) there has been no release or threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste or petroleum or any fraction thereof (each a “Hazardous Substance”), on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company; (c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchasers true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies and environmental studies or assessments.

For purposes of this Section 3.26, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser hereby represents and warrants to the Company as follows:

4.1Preexisting Relationship with Company; Business and Financial Experience.  By reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with the Company and who are not compensated by the Company, the Purchaser has the capacity to protect the Purchaser’s own interests in connection with the purchase of the Shares and the Conversion Stock.  The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

4.2Investment Intent; Blue Sky.  The Purchaser is acquiring the Shares and the Conversion Stock for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof.  The Purchaser understands that the issuance of the Shares and the Conversion Stock has not been, and will not be, registered under the Securities Act due to a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon,

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among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein.  The Purchaser’s address set forth on the Schedule of Purchasers attached hereto as Exhibit A represents the Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable “Blue Sky” laws.

4.3Rule 144.  Purchaser acknowledges that the Shares and the Conversion Stock must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available.  Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act that permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the Shares and/or the Conversion Stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased such shares, the sale being effected through a “broker’s transaction” or in a transaction directly with a “market maker,” and the number of shares being sold during any three-month period not exceeding specified limitations.

4.4No Public Market.  Purchaser understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities.

4.5Restrictions on Transfer; Restrictive Legends.  Purchaser understands that the transfer of the Shares and the Conversion Stock is restricted by applicable state and federal securities laws and by the provisions of the Investor Rights Agreement, and that the certificates representing the Shares and the Conversion Stock will be imprinted with legends restricting transfer except in compliance therewith.

4.6Access to Data.  Purchaser acknowledges and agrees that no representations or warranties, whether express or implied, were given to or are being given to the Purchaser by the Company, other than the representations and warranties as are set forth in Section 3 hereof. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchaser to rely thereon.

4.7Authorization.  All action on the part of Purchaser’s partners, officers, board of directors, and stockholders, as applicable, necessary for the authorization, execution, delivery and performance of the Investment Agreements by the Purchaser, the purchase of and payment for the Shares and the performance of all of the Purchaser’s obligations under the Investment Agreements has been taken or will be taken prior to the Closing.  The Investment Agreements, when executed and delivered by the Purchaser, shall constitute valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies; provided, however, the Purchaser makes no representation as to the enforceability of the indemnification provisions contained in the Investor Rights Agreement to the extent such provisions may be limited by applicable federal and state securities laws.

SECTION 5

CONDITIONS TO CLOSING OF THE PURCHASERS

Each Purchaser’s obligation to purchase the amount of Shares set forth opposite its name on Exhibit A is, unless waived in writing by such Purchaser, subject to the fulfillment as of the Closing of the following conditions:

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5.1Representations and Warranties Correct.  The representations and warranties made by the Company in Section 3 hereof shall be true and complete in all respects as of the Initial Closing (except as to any representations and warranties which are expressly made as of an earlier date, which representations and warranties shall be made as of such earlier date).

5.2Covenants.  All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the Initial Closing shall have been performed or complied with.

5.3Compliance Certificate. The President of the Company shall deliver to the Purchasers at such Initial Closing a certificate certifying that the conditions specified in Subsections 5.1 and 5.2 have been fulfilled.

5.4Blue Sky.  The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Shares and the Conversion Stock.

5.5Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of such Initial Closing.

5.6Certificate.  The Certificate shall have been filed in the office of the Delaware Secretary of State and shall continue to be in full force and effect as of the Initial Closing.

5.7Investment Agreements.  Each party to the Investment Agreements other than Purchasers shall have executed and delivered the Investment Agreements.

5.8Board of Directors.  As of the Initial Closing, the authorized size of the Board of Directors shall be five, and the Board shall be comprised of Robert Piconi, Bill Gross, Max Ohrstrand, Swaroop ‘Kittu’ Kolluri, and Henry Elkus.

5.9Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Investment Agreements and the transactions contemplated under the Investment Agreements, and (iii) resolutions of the stockholders of the Company approving the Certificate.

5.10Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Initial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers, and the Purchasers (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates.

5.11Opinion of Company Counsel.  The Purchasers shall have received from Gunderson Dettmer, counsel for the Company, an opinion, dated as of the Initial Closing, in the form of Exhibit G attached to this Agreement.

5.12Indemnification Agreement. The Company and the director designated by Helena shall have entered into an Indemnification Agreement entered into with other directors of the Company.

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5.13Management Rights Letter.  A Management Rights Letter shall have been executed by the Company and delivered to each Purchaser to whom it is addressed.

SECTION 6

CONDITIONS TO CLOSING OF THE COMPANY

The Company’s obligation to sell and issue the Shares is, unless waived in writing by the Company, subject to the fulfillment as of each Closing of the following conditions:

6.1Representations and Warranties Correct.  The representations made in Section 4 hereof by each Purchaser shall be true and complete in all material respects as of the Closing.

6.2Covenants.  All covenants, agreements, and conditions contained in this Agreement to be performed or complied with by each Purchaser on or prior to the Closing shall have been performed or complied with.

6.3Investment Agreements.  Each Purchaser shall have executed and delivered the Investment Agreements.

SECTION 7

MISCELLANEOUS

7.1Governing Law.  This Agreement shall be governed in all respects by the internal laws of the State of Delaware, without giving effect to any law, rule or provision (including, without limitation, any choice of law or conflicts of law rules or provisions), whether of the State of Delaware or any other jurisdiction, that would cause the application of the laws, rules or provisions of any jurisdiction other than the State of Delaware (including, without limitation, the application of any law, rule or provision which would cause the application of the statute of limitations under any state law, rule or provision other than the laws, rules or provisions of the State of Delaware).

7.2Entire Agreement.  This Agreement, including the exhibits hereto, the Certificate and the Investment Agreements constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

7.3Amendment and Waiver.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Common Stock issued or issuable upon conversion of the Shares.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the successors, assigns, heirs, executors and administrators of the parties hereto.

7.4Notices, etc.   All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (provided that no notification of failure to deliver was received), (c) five days after

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having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 7.4.

7.5No Finder’s Fees.  Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees, or representatives is responsible.  The Company agrees to indemnify and hold harmless a Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

7.6Delays or Omissions.  Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach or default of another party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

7.7Expenses.  Each of the parties hereto shall bear its own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of this Transaction Documents and any other agreement incidental to or referred to in the Transaction Documents. Notwithstanding this Section 7.7, following the Initial Closing, the Company shall pay, cause to be paid, and/or reimbursed to Helena Special Investments, LLC (“Helena”), the reasonable transaction fees and expenses incurred by Helena, not to exceed $125,000.

7.8Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

7.9Severability.  In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, which shall be replaced with an enforceable provision closest in intent and economic effect as the severed provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

7.10Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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7.11Survival of Warranties. The representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement or any certificate delivered in connection herewith shall survive the execution and delivery of this Agreement and the Initial Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.

7.12Dispute Resolution.  The parties (a) hereby irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the Chancery Court of the Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any suit, action or other proceeding arising out of 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 Chancery Court of the Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State 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.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

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IN WITNESS WHEREOF, the parties hereto have executed this Series B-1 Preferred Stock Purchase Agreement as of the date first set forth above.

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[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

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IN WITNESS WHEREOF, the parties hereto have executed this Series B-1 Preferred Stock Purchase Agreement as of the date first set forth above.

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