REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 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 3rd, 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 3rd, 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 28,750,000 of the Company’s units (including up to 3,750,000 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
WARRANT AGREEMENTWarrant Agreement • February 3rd, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____], 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 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 3rd, 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 , 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”).
BROADSCALE ACQUISITION CORP.Administrative Services Agreement • February 3rd, 2021 • Broadscale Acquisition Corp. • Blank checks • Pennsylvania
