Energy Vault SPAC Presentation Deck
Disclaimer (cont.)
If any of these risks materialize or Novus's or Energy Vault's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Novus nor Energy Vault presently know or that Novus and Energy Vault
currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Novus's and Energy Vault's expectations, plans, or forecasts of future events and views as of the date of this Presentation.
Novus and Energy Vault anticipate that subsequent events and developments will cause Novus's and Energy Vault's assessments to change. However, while Novus and Energy Vault may elect to update these forward-looking statements at some point in the future, Novus and Energy Vault specifically
disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Novus's and Energy Vault's assessments of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither
Energy Vault, Novus, nor any of their respective affiliates have any obligation to update this Presentation.
Use of Projections
This Presentation contains projected financial information with respect to Energy Vault. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and
estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive, and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial
information. See "Forward-Looking Statements" above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any
person that the results reflected in such forecasts will be achieved.
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Neither Novus's nor the Company's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and, accordingly, neither of them expressed an opinion or provided any other form of assurance
with respect thereto for the purpose of this Presentation.
Financial Information; Non-GAAP Financial Measures
The financial information and data contained this Presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement/prospectus or registration statement or other
report or document to be filed or furnished by Novus with the SEC. Some of the financial information and data contained in this Presentation, such as adjusted EBITDA, EBITDA-CapEx and EV/EBITDA, has not been prepared in accordance with United States generally accepted accounting principles
("GAAP"). Novus and Energy Vault believe these non-GAAP measures of financial results provide useful informant to management and investors regarding certain financial and business trends relating to Energy Vault's financial condition and results of operations. Energy Vault's management uses these
non-GAAP measures for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes.
Novus and Energy Vault believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Energy Vault's financial measures with other similar companies, many of which present similar non-
GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and
income that are required by GAAP to be recorded in Energy Vault's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial
measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Energy Vault's audited financial statements, which will be included in the registration statement and proxy statement to be filed with the SEC.
A reconciliation of projected non-GAAP financial measures has not been provided as such reconciliation is not available without unreasonable efforts.
Trademarks
This Presentation contains trademarks, service marks, trade names, and copyrights of Novus, Energy Vault, and other companies, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade name or products in this Presentation is not intended to,
and does not imply, a relationship with Novus or Energy Vault, or an endorsement of sponsorship by or of Novus or Energy Vault. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with the Ⓡ, TM or SM symbols, but such references are not
intended to indicate, in any way, that Energy Vault or Novus will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.
The information contained herein is as of September 2, 2021 and does not reflect any subsequent events.
Neither the SEC nor any securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the securities or of the Proposed Business Combination contemplated hereby or determined that this Presentation is truthful or complete. Any representation to the contrary is a criminal
offense. Novus will make any offer to sell securities only pursuant to a definitive subscription agreement, and Novus reserves the right to withdraw or amend for any reason any offering and to reject any subscription agreement in whole or in part for any reason.
Conflicts of Interest
In addition, Guggenheim Securities, LLC ("Guggenheim Securities") is engaged as financial advisor to Energy Vault in connection with the Proposed Business Combination, and certain executives of Guggenheim Securities hold equity securities of Energy Vault, which will be converted into shares of common
stock of Novus in the transaction. As a result, it is possible that Guggenheim Securities and its affiliates and representatives may be or may be perceived as being adverse to the interests of Energy Vault or Novus in the context of the placement or otherwise. None of Guggenheim Securities and its affiliates
and representatives will be under any obligation or duty as a result of Guggenheim Securities' engagement as placement agent to take any action or refrain from taking any action, or to exercise or not exercise any rights or remedies, that they may otherwise be entitled to take or exercise in respect of any
such investment or Guggenheim Securities' engagement as financial advisor to Energy Vault.
ENERGY VAULT
Novus Capital Corporation II
ENERGY VAULT, INC. ALL RIGHTS RESERVED
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