Energous Corp

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APPENDIX B​

CERTIFICATE OF AMENDMENT TO

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

Energous Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: The name of the corporation is Energous Corporation. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on October 30, 2012, under the name “DvineWave Inc.” The Corporation’s Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on May 10, 2013. The Corporation’s Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on March 26, 2014, and was amended on March 26, 2014, May 26, 2020, July 27, 2020, July 27, 2020, and August 15, 2023 (as so amended, the “Second Amended and Restated Certificate of Incorporation”).

SECOND: Article IV of the Second Amended and Restated Certificate of Incorporation is hereby amended by adding the following two paragraphs as new paragraphs [fourth] and [fifth]:

“Contingent and effective as of [•] Eastern time on [•] (the “Effective Time”), each [•]* shares of the Corporation’s Common Stock, par value $0.00001 per share (the “Common Stock”), issued and outstanding prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.00001 per share, of the Corporation (the “Reverse Split”). No fractional share shall be issued in connection with the foregoing combination of the shares pursuant to the Reverse Split. The Corporation will pay in each case the fair value of such fractional shares, without interest and as determined in good faith by the Board of Directors of the Corporation when those entitled to receive such fractional shares are determined.

The Reverse Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates representing such shares have been surrendered to the Corporation; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Split unless the existing certificates evidencing the applicable shares of stock prior to the Reverse Split are either delivered to the Corporation, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed, and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”

THIRD: The foregoing amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: This Certificate of Amendment so adopted (i) shall be effective as of [•] Eastern time on [•], (ii) reads in full as set forth above and (iii) is hereby incorporated into the Second Amended and Restated Certificate of Incorporation by this reference. All other provisions of the Second Amended and Restated Certificate of Incorporation remain in full force and effect.

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This amendment approves the reverse stock split of the Corporation’s Common Stock, at a ratio in the range of 1-for-5 to 1-for-50. By approving this amendment, the stockholders of the Corporation would be deemed to approve the exact ratio at a whole number within the range referred to above as determined by the board of directors in its sole discretion.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this [•] day of [•].

By:

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[NAME]

[TITLE]

SCAN TOVIEW MATERIALS & VOTE ENERGOUS CORPORATION3590 NORTH FIRST STREET, SUITE 330 SAN JOSE, CA 95134 VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 8:59 p.m. Pacific Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/WATT2025You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 8:59 p.m. Pacific Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V72613-P30669 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY ENERGOUS CORPORATION For Withhold For All To withhold authority to vote for any individual The Board of Directors recommends you vote FOR ALL of the following: AllAll Except nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. 1.Election of DirectorsNominees:01)David Roberson02)Mallorie Burak03)J. Michael Dodson04)Rahul Patel !!! The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2.Ratify the appointment of BPM LLP as our independent registered public accounting firm for the year ending December 31, 2025.3.Approve, in a non-binding advisory vote, the compensation of our named executive officers. !!!!!! The Board of Directors recommends you vote TWO YEARS for proposal 4. 1 Year 2 Years 3 Years Abstain 4.Approve, in a non-binding advisory vote, the frequency of future advisory votes to approve the compensation of our named executive officers. !!!! The Board of Directors recommends you vote FOR proposals 5, 6 and 7.For Against Abstain5.Approve the Energous Corporation Amended and Restated 2024 Equity Incentive Plan to increase the available share reserve by 2,000,000 shares.!!!6.Approve an amendment to our second amended and restated certificate of incorporation to effect a reverse stock split of our common stock at a!!!ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Board of Directors in its discretion.7.Approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual!!!Meeting to approve proposals 5 or 6.NOTE: To transact such other business as may properly come before the annual meeting and any adjournments or postponements thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.ENERGOUS CORPORATIONProxy for 2025 Annual Meeting of Stockholders June 11, 2025 9:00 a.m. Pacific TimeThis proxy is solicited by the Board of DirectorsThe undersigned hereby appoints Mallorie Burak, with the power to act and with full power of substitution, as proxy and attorney-in-fact and hereby authorizes her to represent and vote, as provided on the reverse side, all of the shares of Common Stock of Energous Corporation which the undersigned is entitled to vote and, in her discretion, to vote upon such other business as may properly come before the 2025 Annual Meeting of Stockholders of Energous Corporation to be held on Wednesday, June 11, 2025 at 9:00 a.m. Pacific Time online or any adjournment thereof, with all powers which the undersigned would possess if present at the meeting.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse side