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
LETTER AGREEMENTLetter 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”).
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”).
BROADSCALE ACQUISITION CORP.Broadscale Acquisition Corp. • February 18th, 2021 • 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”):
