REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2021, is made and entered into by and among Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
Broadscale Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
LETTER AGREEMENTUnderwriting Agreement • February 18th, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased by the Underwriter to cover over-allotments, if any) (the “Units”), each comprising one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”), file
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 11, 2021, by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 18th, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 11, 2021, is by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • July 1st, 2022 • Broadscale Acquisition Corp. • Electric services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Voltus Technologies, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2021 • Broadscale Acquisition Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [●] day of , 2021, by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 18th, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of February 11, 2021, is entered into by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among BROADSCALE ACQUISITION CORP., VELOCITY MERGER SUB INC. and VOLTUS, INC. dated as of November 30, 2021Merger Agreement • December 1st, 2021 • Broadscale Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of November 30, 2021 (this “Agreement”), is made and entered into by and among Broadscale Acquisition Corp., a Delaware corporation (“Acquiror”), Velocity Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Voltus, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2022 • Broadscale Acquisition Corp. • Blank checks • Delaware
This Employment Agreement (the “Agreement”) is entered into effective as of December 1, 2021 (the “Effective Date”), by and between Laurie Harrison (“Executive”) and Voltus, Inc. (the “Company”).
TERMINATION AGREEMENTTermination Agreement • August 12th, 2022 • Broadscale Acquisition Corp. • Electric services • Delaware
This TERMINATION AGREEMENT (the “Agreement”), dated as of August 12, 2022 (the “Effective Date”), is entered into by and among Broadscale Acquisition Corp., a Delaware corporation (“Acquiror”), Velocity Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Voltus, Inc., a Delaware corporation (the “Company” and, collectively with Acquiror and Merger Sub, the “Parties”).
April 30, 2021 Selina TobaccowalaDirector Agreement • July 1st, 2022 • Broadscale Acquisition Corp. • Electric services
On behalf of Voltus, Inc. (the “Company”), I thank you for agreeing to be a member of the Company’s Board of Directors (the “Board”). The Company looks forward to your expertise as it grows and strives to bring substantial value to its stakeholders. This offer letter (this “Offer’) confirms the understanding and agreement between you and the Company with respect to your role as a director of the Company (a “Director”).
BROADSCALE ACQUISITION CORP.Administrative Services Agreement • February 18th, 2021 • Broadscale Acquisition Corp. • Blank checks • Pennsylvania
This letter agreement by and between Broadscale Acquisition Corp. (the “Company”) and Nokomis ESG Sponsor, LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • December 1st, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 30, 2021, by and between Broadscale Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 1st, 2021 • Broadscale Acquisition Corp. • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made by and among Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Broadscale Acquisition Corp., a Delaware corporation (the “Company” or “Acquiror”), and Voltus, Inc., a Delaware corporation (“Voltus”). The Sponsor, the Company and Voltus are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
BROADSCALE ACQUISITION CORP.Administrative Services Agreement • February 3rd, 2021 • Broadscale Acquisition Corp. • Blank checks • Pennsylvania
VOLTUS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • March 18th, 2022 • Broadscale Acquisition Corp. • Electric services • Delaware
Voltus, Inc. (the “Company”), pursuant to its 2016 Equity Incentive Plan (the “Plan”), hereby grants to the participant set forth below (“Participant”), an option (the “Option”) to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice and the Stock Option Agreement.
PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND, WHERE APPLICABLE, HAVE BEEN MARKED “[***].” SUCH REDACTIONS ARE IMMATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Loan and Security Agreement • July 1st, 2022 • Broadscale Acquisition Corp. • Electric services • New York
LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 23, 2022 (the “Effective Date”) among VOLTUS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, and HSBC VENTURES USA INC. (together with its permitted successors and assigns hereunder, “Bank”), and provides the terms on which Bank shall provide letters of credit to Borrower. The parties agree as follows:
