Form 425 Broadscale Acquisition Filed by: Broadscale Acquisition Corp. – StreetInsider.com



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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
December 1, 2021 (November 30, 2021)

BROADSCALE ACQUISITION CORP.

(Exact name of registrant as specified in its
charter)

Delaware   001-40057   85-3814555
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)     Identification No.)

 

1845 Walnut Street, Suite 1111    
Philadelphia, PA   19103
(Address of principal executive offices)   (Zip Code)

 

(215) 701-9555

(Registrant’s telephone number, including
area code)

 

Not Applicable

(Former name or former address, if changed since
last report)

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:

Title of each class  

Trading Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-fourth of one redeemable warrant   SCLEU   NASDAQ Capital Market
Class A common stock, par value $0.0001 per share   SCLE   NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock   SCLEW   NASDAQ Capital Market

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Merger Agreement

Broadscale Acquisition Corp.,
a Delaware corporation, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses (“Broadscale”). On November
30, 2021, Broadscale entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Voltus, Inc., a Delaware
corporation (“Voltus”), and Velocity Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary
of Broadscale (“Merger Sub”).

 

The Merger

The Merger Agreement provides
that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with
the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”):

(i) at the closing of the
transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of
the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, as amended (“DGCL”),
Merger Sub will merge with and into Voltus, the separate corporate existence of Merger Sub will cease and Voltus will be the surviving
corporation and a wholly owned subsidiary of Broadscale (the “Merger”);

(ii) at the Closing, Broadscale
will be renamed “Voltus Technologies, Inc.” (post-Merger Broadscale is referred to herein as “Voltus Technologies,
Inc.
”);

(iii) as a result of the Merger,
among other things, all shares of capital stock of Voltus outstanding as of immediately prior to the effective time of the Merger will
be canceled in exchange for the right to receive shares of Class A common stock, par value $0.0001 per share, of Broadscale (“Broadscale
Common Stock
”);

(iv) as a result of the Merger,
all Voltus equity awards outstanding as of immediately prior to the effective time of the Merger will be converted into awards based on
Broadscale Common Stock, upon substantially the same terms and conditions as are in effect with respect to such option immediately prior
to the effective time of the Merger;

(v) at the Closing, the total
number of shares of Broadscale Common Stock issuable to existing holders of Voltus capital stock or pursuant to the aforementioned converted
equity awards shall be equal to the quotient obtained by dividing (x) $750,000,000 (subject to increase by an amount equal to the aggregate
exercise prices of all converted equity awards) by (y) $10.00; and

(vi) upon the Closing, existing
holders of Voltus capital stock and equity awards will have the right to receive up to an aggregate of 10,000,000 additional shares of
Broadscale Common Stock in three substantially equal tranches which are issuable upon the achievement of share price thresholds for Broadscale
Common Stock of $12.50, $15.00 and $17.50, respectively, as set forth in the Merger Agreement.

The Board of Directors of
Broadscale (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination
and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by
the stockholders of Broadscale.

 

Conditions to Closing

The Merger Agreement is subject
to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination
and related agreements and transactions by the stockholders of Broadscale and the stockholders of Voltus, (ii) effectiveness of the proxy
statement / registration statement on Form S-4 to be filed by Broadscale in connection with the Business Combination, (iii) expiration
or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) the absence of any law or order enjoining
or prohibiting the Merger, (v) that Broadscale have at least $5,000,001 of net tangible assets upon Closing, (vi) receipt of approval
for listing on the NASDAQ Capital Market the shares of Broadscale Common Stock to be issued in connection with the Merger, and (vii) the
bringdown of representations, warranties and covenants of the other party, subject to certain materiality qualifiers.

Other conditions to Voltus’s
obligations to consummate the Merger include, among others, that as of the Closing, (i) the amount of cash available in the trust account
into which substantially all of the cash proceeds of Broadscale’s initial public offering and private placements of its securities
have been deposited for the benefit of Broadscale, certain of its public stockholders and the underwriters of Broadscale’s initial
public offering (the “Trust Account”), after deducting the amount required to satisfy Broadscale’s obligations
to its stockholders (if any) that exercise their rights to redeem their Broadscale Class A Common Stock pursuant to the DGCL (but prior
to payment of (a) any deferred underwriting commissions being held in the Trust Account and (b) any transaction expenses of Broadscale,
Voltus or their respective affiliates) (the “Trust Amount”) plus (ii) the PIPE Investment (as defined below)
actually received by Acquiror prior to or substantially concurrently with the Closing, pursuant to (A) Subscription Agreements (as defined
below) entered into on or prior to the date of the Merger Agreement or (B) agreements entered into after the date of the Merger Agreement
with persons, on terms and in amounts with prior written consent of Voltus (such consent not to be unreasonably withheld, delayed or conditioned),
plus (iii) the aggregate gross purchase price of any other purchase of shares of Broadscale Common Stock actually received by Broadscale
prior to or substantially concurrently with the Closing with persons, on terms and in amounts with the prior written consent of Voltus
(such consent not to be unreasonably withheld, delayed or conditioned), is equal to or greater than $200,000,000. Further, another condition
to Broadscale’s obligations to consummate the Merger is the absence of a Company Material Adverse Effect (as defined in the Merger
Agreement) on Voltus.

 

Covenants

The Merger Agreement contains
additional covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course
through the Closing, (ii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions,
(iii) Voltus to prepare and deliver to Broadscale certain audited and unaudited consolidated financial statements of Voltus, (iv) Broadscale
to prepare and file a proxy statement/registration statement on Form S-4 and take certain other actions to obtain the requisite approval
of Broadscale stockholders of certain proposals regarding the Business Combination, (v) Voltus to deliver a customary “payoff letter”
or similar document to Broadscale for the Secured Loan Agreement (as defined therein), and (vi) the parties to use reasonable best efforts
to obtain necessary approvals from governmental agencies.

 

Representations and Warranties

The Merger Agreement contains
customary representations and warranties by Broadscale, Merger Sub, and Voltus. The representations and warranties of the respective parties
to the Merger Agreement generally will not survive the Closing.

 

Termination

The Merger Agreement may be
terminated at any time prior to the Closing (i) by mutual written consent of Broadscale and Voltus, (ii) by Voltus, if there is a Modification
in Recommendation (as defined in the Merger Agreement), (iii) by Broadscale, if certain approvals of the shareholders of Voltus, to the
extent required under the Merger Agreement, are not obtained by 5:00 p.m. Eastern Time on the first business day after the date of the
Merger Agreement, and (iv) by either Broadscale or Voltus in certain other circumstances set forth in the Merger Agreement, including
(a) if certain approvals of the stockholders of Broadscale are not obtained as set forth in the Merger Agreement, (b) if any Governmental
Authority (as defined in the Merger Agreement) shall have issued or otherwise entered a final, nonappealable order making consummation
of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger, (c) in the event of certain uncured breaches
by the other party, or (d) if the Closing has not occurred on or before August 30, 2022, the date that is nine (9) months after the date
of the Merger Agreement.

 

Certain Related Agreements

 

Transfer Restrictions and Registration Rights

The Merger Agreement contemplates
that, at the Closing, Voltus Technologies, Inc., Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”),
the holders of Class B common stock, par value $0.0001 per share, of Broadscale (which shares of Class B common stock shall be converted
into Broadscale Common Stock in connection with the Closing), certain shareholders of Voltus and certain of each of their respective affiliates,
as applicable, and the other parties thereto, will enter into an Amended and Restated Registration Rights Agreement (the “Registration
Rights Agreement
”), pursuant to which Broadscale will agree to register for resale, pursuant to Rule 415 under the Securities
Act of 1933, as amended (the “Securities Act”), certain shares of Broadscale Common Stock and other equity securities
of Broadscale that are held by the parties thereto from time to time.

The Merger Agreement contemplates
that, at the Closing, Voltus Technologies, Inc. and the Major Company Stockholders (as defined in the Merger Agreement) will enter into
a Lock-Up Agreement (the “Lock-Up Agreement”).

The Lock-Up Agreement contains
certain restrictions on transfer with respect to shares of Broadscale Common Stock held by the Major Company Stockholders and the Sponsor
immediately following the Closing (other than shares purchased in the public market or in the PIPE Investment) and the shares of Broadscale
Common Stock issuable to directors and executive officers of Voltus Technologies, Inc. upon settlement or exercise of restricted stock
units, stock options or other equity awards outstanding as of immediately following the Closing in respect of awards of Voltus outstanding
immediately prior to the Closing (the “Lock-up Shares”). Such restrictions begin at the Closing and end at the earlier
of (i) the one year anniversary of Closing or (ii) the date on which the last reported sale price of Broadscale Common Stock equals or
exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing. If,
after Closing, Broadscale completes a transaction that results in a change of control, the Lock-up Shares are released from restriction
immediately prior to such change of control.

 

Sponsor Side Letter Agreement

On November 30, 2021, the
Sponsor, Broadscale and Voltus entered into the Sponsor Side Letter Agreement (the “Sponsor Side Letter Agreement”),
pursuant to which, among other things, the Sponsor agreed to (A)(i) vote in favor of the Merger Agreement and the transactions contemplated
thereby, (ii) certain vesting terms with respect to the Broadscale Common Stock beneficially owned by the Sponsor, (iii) retain and not
redeem its holdings in Broadscale prior to the Closing, (iv) waive its anti-dilution rights, (v) be subject to certain transfer restriction
rights with respect to its holdings in Broadscale, and (vi) be bound by certain provisions of the Merger Agreement as if it were an original
signatory thereto, and (B) irrevocably surrender and forfeit 6,266,667 warrants (100% of its warrants) to purchase Broadscale Common Stock
immediately prior to the effective time of the Merger, but conditioned upon Closing, in each case, on the terms and subject to the conditions
set forth in the Sponsor Side Letter Agreement.

 

Subscription Agreements

On November 30, 2021, concurrently
with the execution of the Merger Agreement, Broadscale entered into subscription agreements (the “Subscription Agreements”)
with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions
of which, the PIPE Investors have collectively subscribed at a purchase price of $10.00 per share and $100 million in the aggregate for
(i) 10 million shares of Broadscale Common Stock and (ii) in the case of certain PIPE Investors purchasing in excess of a specified number
of shares of Broadscale Common Stock, an aggregate of 6,200,000 warrants exercisable for shares of Broadscale Common Stock (the “PIPE
Investment
”). The PIPE Investment will be consummated substantially concurrently with the Closing.

The Subscription Agreements
for the PIPE Investors provide for certain registration rights. In particular, Broadscale is required to no later than the later of (i)
30 calendar days following the Closing or (ii) if Broadscale’s 2021 audited financial statements are required to be included, 90
calendar days following the Issuer’s most recent fiscal year end, submit to or file with the SEC a registration statement registering
the resale of such shares. Additionally, Broadscale is required to use its commercially reasonable efforts to have the registration statement
declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following
the Closing Date if the SEC notifies Voltus Technologies, Inc. that it will “review” the registration statement and (ii) the
10th business day after the date Voltus Technologies, Inc. is notified (orally or in writing, whichever is earlier) by the
SEC that the registration statement will not be “reviewed” or will not be subject to further review. Voltus Technologies,
Inc. must use commercially reasonable efforts to keep the registration statement effective until the earliest of: (a) the date the PIPE
Investors no longer hold any registrable securities, (b) the date all registrable securities held by the PIPE Investors may be sold
without restriction under Rule 144, (c) the date that all registrable securities held by the PIPE Investors held by a PIPE Investor may
be sold pursuant to another exemption from registration, and (d) two years from the date of effectiveness of the registration statement.

The Subscription Agreements
will terminate with no further force and effect upon the earliest to occur of: (i) such date and time as the Merger Agreement is
terminated in accordance with its terms, (ii) the mutual written agreement of the parties to such Subscription Agreement, and (iii) September
30, 2022, if the Closing has not occurred on or before such date.

The foregoing description
of the Merger Agreement, form of the Registration Rights Agreement, form of the Lock-Up Agreement, the Sponsor Side Letter Agreement and
the Subscription Agreements, and the transactions and documents contemplated thereby, is not complete and is subject to and qualified
in its entirety by reference to Merger Agreement, form of the Registration Rights Agreement, form of the Lock-Up Agreement, the Sponsor
Side Letter Agreement and the Subscription Agreements, copies of which are filed with this Current Report on Form 8-K, and the terms of
which are incorporated by reference herein.

The Merger Agreement, the
Sponsor Side Letter Agreement and the Subscription Agreements have been included to provide investors with information regarding its terms.
They are not intended to provide any other factual information about Broadscale or its affiliates. The representations, warranties, covenants
and agreements contained in the Merger Agreement, the Sponsor Side Letter Agreement, the Subscription Agreements and the other documents
related thereto were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the
parties to the Merger Agreement, the Sponsor Side Letter Agreement and the Subscription Agreements, as applicable, and may be subject
to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Merger Agreement, the Sponsor Side Letter Agreement or the Subscription Agreements,
as applicable, instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement, the Sponsor
Side Letter Agreement or the Subscription Agreements and should not rely on the representations, warranties, covenants and agreements
or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the
date of the Merger Agreement, the Sponsor Side Letter Agreement or the Subscription Agreements, as applicable, which subsequent information
may or may not be fully reflected in Broadscale’s public disclosures.

 

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth above
in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Investment is incorporated by reference in this Item 3.02.
The shares of Broadscale Common Stock and the warrants exercisable for shares of Broadscale Common Stock to be issued in connection with
the PIPE Investment will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration
requirements thereof provided by Section 4(a)(2) of the Securities Act.

 

Item 7.01 Regulation FD Disclosure

 

On December 1, 2021, Broadscale
and Voltus issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement. The
Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 and
incorporated herein by reference is the investor presentation, dated as of November 30, 2021, for use by Broadscale in meetings with certain
of its stockholders as well as other persons with respect to Broadscale’s proposed transaction with Voltus, as described in this
Current Report on Form 8-K.

The information in this Item
7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into the filings of Broadscale under the Securities Act or the Exchange
Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission
as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

Additional Information and Where to Find It

This Current Report on Form
8-K relates to a proposed transaction between Broadscale and Voltus. This Current Report on Form 8-K does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Broadscale intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus
and proxy statement of Broadscale, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Broadscale
stockholders. Broadscale also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision,
investors and security holders of Broadscale are urged to read the registration statement, the proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because
they will contain important information about the proposed transaction.

NEITHER THE SEC NOR ANY STATE
SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K, PASSED UPON THE
MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS
CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investors and security holders
will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC by Broadscale through the website maintained by the SEC at www.sec.gov.

The documents filed by Broadscale
with the SEC also may be obtained free of charge at Broadscale’s website at https://www.broadscalespac.com or upon written request
to 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103.

 

Participants in Solicitation

Broadscale and Voltus and
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Broadscale’s
stockholders in connection with the proposed transactions. Broadscale’s stockholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and executive officers of Broadscale listed in Broadscale’s registration
statement on Form S-4, which is expected to be filed by Broadscale with the SEC in connection with the business combination. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Broadscale’s stockholders
in connection with the proposed business combination will be set forth in the proxy statement/prospectus on Form S-4 for the proposed
business combination, which is expected to be filed by Broadscale with the SEC in connection with the business combination.

Cautionary Statement Regarding Forward-Looking
Statements

This Current Report on Form
8-K contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including certain financial
forecasts and projections. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including
statements as to future results of operations and financial position, revenue and other metrics planned products and services, business
strategy and plans, objectives of management for future operations of Voltus, market size and growth opportunities, competitive position
and technological and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the
use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,”
“estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,”
“projects,” “could,” “would,” “continue,” “forecast” or the negatives of these
terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking
statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Broadscale and its management, and
Voltus and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially
from current expectations which include, but are not limited to: 1) the occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive merger agreement with respect to the business combination; 2) the outcome of any legal
proceedings that may be instituted against Voltus, Broadscale, the combined company or others following the announcement of the business
combination and any definitive agreements with respect thereto; 3) the inability to complete the business combination due to the failure
to obtain approval of the stockholders of Broadscale or Voltus, or to satisfy other conditions to closing the business combination; 4)
changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the business combination; 5) the ability to meet Nasdaq’s listing standards following
the consummation of the business combination; 6) the risk that the business combination disrupts current plans and operations of Voltus
as a result of the announcement and consummation of the business combination; 7) the inability to recognize the anticipated benefits of
the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 8) costs related to
the business combination; 9) changes in applicable laws or regulations; 10) the possibility that Voltus or the combined company may be
adversely affected by other economic, business and/or competitive factors; 11) Voltus’s estimates of its financial performance;
12) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of
Broadscale’s securities; 13) the risk that the transaction may not be completed by Broadscale’s business combination deadline
and the potential failure to obtain an extension of the business combination deadline if sought by Broadscale; 14) the impact of the novel
coronavirus disease pandemic, including any mutations or variants thereof, and its effect on business and financial conditions; 15) inability
to complete the PIPE investment in connection with the business combination; and 16) other risks and uncertainties set forth in the sections
entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Broadscale’s Form
S-1 (File Nos. 333-252449 and 333-253016), Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 and registration
statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of Broadscale, referred
to as a proxy statement/prospectus and other documents filed by Broadscale from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in
the forward-looking statements. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements
will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither
Broadscale nor Voltus gives any assurance that either Broadscale or Voltus or the combined company will achieve its expected results.
Neither Broadscale nor Voltus undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  BROADSCALE ACQUISITION CORP.
       
Date: December 1, 2021 By: /s/ Jeffrey F. Brotman
    Name:  Jeffrey F. Brotman
    Title: Chief Legal Officer and Secretary

7

Exhibit
2.1

 

EXECUTION
VERSION

 

 

 

AGREEMENT
AND PLAN OF MERGER

 

by
and among

 

BROADSCALE
ACQUISITION CORP.,

 

VELOCITY
MERGER SUB INC.

 

and

 

VOLTUS,
INC.

 

dated
as of November 30, 2021

 

 

 

TABLE
OF CONTENTS

 

  Page
   
Article I
 
CERTAIN DEFINITIONS
 
Section 1.1. Definitions 3
Section 1.2. Construction 20
Section 1.3. Knowledge 21
Article II
 
THE MERGER; CLOSING
 
Section 2.1. The Merger 21
Section 2.2. Effects of the Merger 22
Section 2.3. Closing; Effective Time 22
Section 2.4. Closing Deliverables 23
Section 2.5. Governing Documents 24
Section 2.6. Directors and Officers 24
Section 2.7. Tax Free Reorganization Matters 25
     
Article III
 
EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS
     
Section 3.1. Conversion of Securities 25
Section 3.2. Exchange Procedures 26
Section 3.3. Treatment of Company Awards 28
Section 3.4. Earnout 28
Section 3.5. Withholding 30
Section 3.6. Dissenting Shares 30
     
Article IV
 
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
Section 4.1. Company Organization 31
Section 4.2. Subsidiaries 31
Section 4.3. Due Authorization 32
Section 4.4. No Conflict 33
Section 4.5. Governmental Authorities; Consents 33
Section 4.6. Capitalization of the Company 33

 

TABLE OF CONTENTS
(continued)

 

    Page
Section 4.7. Capitalization of Subsidiaries 34
Section 4.8. Financial Statements 35
Section 4.9. No Undisclosed Liabilities 36
Section 4.10. Litigation and Proceedings 36
Section 4.11. Legal Compliance 36
Section 4.12. Contracts; No Defaults 37
Section 4.13. Company Benefit Plans 39
Section 4.14. Labor Relations; Employees 42
Section 4.15. Taxes 43
Section 4.16. Brokers’ Fees 45
Section 4.17. Insurance 45
Section 4.18. Licenses 46
Section 4.19. Equipment and Other Tangible Property 46
Section 4.20. Real Property 46
Section 4.21. Intellectual Property 47
Section 4.22. Privacy and Cybersecurity 49
Section 4.23. Environmental Matters 50
Section 4.24. Absence of Changes 50
Section 4.25. Anti-Corruption Compliance 51
Section 4.26. Anti-Money Laundering; Sanctions and International Trade Compliance 51
Section 4.27. Information Supplied 51
Section 4.28. Customers and Vendors 52
Section 4.29. Energy Regulatory 52
Section 4.30. No Additional Representation or Warranties 52
     
Article V
 
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB
 
Section 5.1. Organization 53
Section 5.2. Due Authorization 53
Section 5.3. No Conflict 54
Section 5.4. Litigation and Proceedings 55
Section 5.5. SEC Filings 55
Section 5.6. Internal Controls; Listing; Financial Statements 55
Section 5.7. Governmental Authorities; Consents 57
Section 5.8. Trust Account 57
Section 5.9. Investment Company Act; JOBS Act 57
Section 5.10. Absence of Changes 58
Section 5.11. No Undisclosed Liabilities 58
Section 5.12. Capitalization of Acquiror 58
Section 5.13. Brokers’ Fees 60

 

 

TABLE OF CONTENTS
(continued)

 

    Page
Section 5.14. Indebtedness 60
Section 5.15. Taxes 60
Section 5.16. Business Activities 62
Section 5.17. Stock Market Quotation 62
Section 5.18. Registration Statement, Proxy Statement and Proxy Statement/Registration Statement 63
Section 5.19. No Outside Reliance 63
Section 5.20. No Additional Representation or Warranties 63
     
Article VI
 
COVENANTS OF THE COMPANY
 
Section 6.1. Conduct of Business 64
Section 6.2. Inspection 67
Section 6.3. Preparation and Delivery of Additional Company Financial Statements 68
Section 6.4. Affiliate Agreements 69
Section 6.5. Pre-Closing Company Documentation 69
Section 6.6. Acquisition Proposals 69
Section 6.7. Treatment of Certain Existing Indebtedness 69
     
Article VII
 
COVENANTS OF ACQUIROR
 
Section 7.1. Employee Matters 70
Section 7.2. Trust Account Proceeds and Related Available Equity 70
Section 7.3. Listing 71
Section 7.4. No Solicitation by Acquiror 71
Section 7.5. Acquiror Conduct of Business 71
Section 7.6. Post-Closing Directors and Officers of Acquiror 73
Section 7.7. Indemnification and Insurance 74
Section 7.8. Acquiror Public Filings 75
Section 7.9. PIPE Subscriptions 75
Section 7.10. Stockholder Litigation 75
     
Article VIII
 
JOINT COVENANTS
 
Section 8.1. HSR Act; Other Filings 76
Section 8.2. Preparation of Proxy Statement/Registration Statement; Stockholders’ Meeting and Approvals 77

 

 

TABLE OF CONTENTS
(continued)

 

    Page
Section 8.3. Support of Transaction 81
Section 8.4. Tax Matters 81
Section 8.5. Cooperation; Consultation 81
Section 8.6. Section 16 Matters 82
Article IX
 
CONDITIONS TO OBLIGATIONS
     
Section 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Company 82
Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 82
Section 9.3. Conditions to the Obligations of the Company 83
     
Article X
 
TERMINATION/EFFECTIVENESS
     
Section 10.1. Termination 84
Section 10.2. Effect of Termination 85
     
Article XI
 
MISCELLANEOUS
 
Section 11.1. Trust Account Waiver 85
Section 11.2. Waiver 86
Section 11.3. Notices 86
Section 11.4. Assignment 86
Section 11.5. Rights of Third Parties 87
Section 11.6. Expenses 87
Section 11.7. Governing Law 87
Section 11.8. Headings; Counterparts; Effectiveness 87
Section 11.9. Company and Acquiror Disclosure Letters 87
Section 11.10. Entire Agreement 88
Section 11.11. Amendments 88
Section 11.12. Publicity 88
Section 11.13. Severability 88
Section 11.14. Jurisdiction; Waiver of Jury Trial 89
Section 11.15. Enforcement 89
Section 11.16. Non-Recourse 90
Section 11.17. Non-Survival of Representations, Warranties and Covenants 90
Section 11.18. Conflicts and Privilege 90

 

Exhibits

 

Exhibit A Form of Amended and Restated Certificate of Incorporation of Acquiror
Exhibit B Form of Amended and Restated Bylaws of Acquiror
Exhibit C Form of Registration Rights Agreement
Exhibit D Form of Lock-Up Agreement
Exhibit E Form of Equity Incentive Plan
Exhibit F Form of Restricted Stock Unit Agreement
Exhibit G Form of Option Award Agreement
Exhibit H Form of Employee Stock Purchase Plan

 

AGREEMENT
AND PLAN OF MERGER

 

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”).

 

RECITALS

 

WHEREAS,
Acquiror is a blank check company incorporated as a Delaware corporation and incorporated for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

 

WHEREAS,
Merger Sub is a newly formed, wholly owned, direct subsidiary of Acquiror and was formed for the sole purpose of the Merger (as defined
below);

 

WHEREAS,
upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State
of Delaware (“DGCL”), (a) Merger Sub will merge with and into the Company, the separate corporate existence of
Merger Sub will cease and the Company will be the surviving corporation and a wholly owned subsidiary of Acquiror (the “Merger”)
and (b) Acquiror will change its name to “Voltus Technologies, Inc.”;

 

WHEREAS,
upon the Effective Time, each Company Option (as defined below) that is then outstanding will be converted into the right to receive
an Acquiror Option (as defined below), subject to certain exceptions and conditions as set forth in this Agreement;

 

WHEREAS,
upon the Effective Time, each Company RSU Award (as defined below) that is then outstanding will be converted into the right to receive
an Acquiror RSU Award (as defined below), subject to certain exceptions and conditions as set forth in this Agreement;

 

WHEREAS,
each of the parties hereto intends that, for United States federal income tax purposes, the Merger will qualify as a “reorganization”
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”)
and the Treasury Regulations, with respect to which each of Acquiror, Merger Sub, and the Company are a “party to a reorganization”
under Section 368(b) of the Code, and this Agreement is intended to constitute a “plan of reorganization” for purposes
of Sections 354, 361 and 368 of the Code and within the meaning of Section 368 of the Code and Treasury Regulations Section 1.368-2(g)
(the “Intended Tax Treatment”);

 

WHEREAS,
the Board of Directors of the Company has (a) determined that it is in the best interests of the Company and its stockholders, and
declared it advisable, to enter into this Agreement and the other documents to which the Company is a party contemplated hereby, (b) approved
the execution, delivery and performance by the Company of this Agreement and the other documents to which the Company is a party contemplated
hereby and the transactions contemplated hereby and thereby, and (c) recommended the adoption and approval of this Agreement and
the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby by the Company’s
stockholders;

 

WHEREAS,
each of the Boards of Directors of Acquiror and Merger Sub has (a) determined that it is in the best interests of Acquiror and Merger
Sub, and their respective stockholders, as applicable, and declared it advisable, to enter into this Agreement and the other documents
to which Acquiror or Merger Sub is a party contemplated hereby, (b) approved the execution, delivery and performance by Acquiror
or Merger Sub, as applicable, of this Agreement and the other documents to which Acquiror or Merger Sub is a party contemplated hereby
and the transactions contemplated hereby and thereby, and (c) recommended the adoption and approval of this Agreement and the other
documents to which Acquiror or Merger Sub is a party contemplated hereby and the transactions contemplated hereby and thereby by the
Acquiror Stockholders and the sole stockholder of Merger Sub, as applicable;

 

WHEREAS,
Acquiror, as the sole stockholder of Merger Sub, has approved and adopted this Agreement and the documents contemplated hereby and the
transactions contemplated hereby and thereby;

 

WHEREAS,
in furtherance of the Merger and in accordance with the terms hereof, Acquiror shall provide an opportunity to its stockholders to have
their outstanding shares of Acquiror Common Stock redeemed on the terms and subject to the conditions set forth in this Agreement and
Acquiror’s Governing Documents (as defined below) in connection with obtaining the Acquiror Stockholder Approval (as defined below);

 

WHEREAS,
as a condition and inducement to the Company’s willingness to enter into this Agreement, simultaneously with the execution and
delivery of this Agreement, the Sponsor, Acquiror and the Company entered into an agreement (the “Sponsor Side Letter”)
pursuant to which the Sponsor has agreed to, among other things, vote to adopt and approve this Agreement and the other documents contemplated
hereby and the transactions contemplated hereby and thereby;

 

WHEREAS,
on or prior to the date hereof, Acquiror entered into Subscription Agreements (as defined below) with PIPE Investors (as defined below)
pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors agreed to purchase from Acquiror shares
of Acquiror Class A Common Stock and, if applicable, Closing Warrants for an aggregate purchase price of at least the Committed PIPE
Investment Amount (as defined below), such purchases to be consummated prior to or substantially concurrently with the Closing;

 

WHEREAS,
at the Closing, Acquiror, the Class B Holders, certain equityholders of the Company, and certain of their respective Affiliates shall
enter into a Registration Rights Agreement (the “Registration Rights Agreement”)
in the form attached hereto as Exhibit C (with such changes as may be agreed in writing by Acquiror and the Company), which
shall be effective as of the Closing;

 

WHEREAS,
at the Closing, Acquiror, Sponsor and the Major Company Stockholders (as defined below) shall enter into a Lock-Up Agreement in the form
attached hereto as Exhibit D (with such changes as may be agreed in writing by Acquiror and the Company) (the “Lock-Up
Agreement
”);

 

 

WHEREAS,
prior to the consummation of the Merger, Acquiror shall, subject to obtaining the Acquiror Stockholder Approval, adopt the amended and
restated certificate of incorporation in the form set forth on Exhibit A to provide for, among other things, an increase
to the number of Acquiror’s authorized shares of Acquiror Common Stock in connection with the Merger; and

 

WHEREAS,
prior to the consummation of the Merger, Acquiror will adopt the amended and restated bylaws in the form set forth on Exhibit B.

 

NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth
in this Agreement and intending to be legally bound hereby, Acquiror, Merger Sub and the Company agree as follows:

 

Article I

 

CERTAIN
DEFINITIONS

 

Section 1.1. Definitions. As used herein, the following terms shall have the following meanings:

 

2021
Audited Financial Statements
” has the meaning specified in Section 6.3(d).

 

Acquiror
has the meaning specified in the Preamble hereto.

 

Acquiror
Class A Common Stock
” means Class A Common Stock, par value $0.0001 per share, of Acquiror.

 

Acquiror
Class B Common Stock
” means Class B Common Stock, par value $0.0001 per share, of Acquiror.

 

Acquiror
Common Share
” means a share of Acquiror Common Stock.

 

Acquiror
Common Stock
” means, collectively, Acquiror Class A Common Stock and Acquiror Class B Common Stock.

 

Acquiror
Cure Period
” has the meaning specified in Section 10.1(g).

 

Acquiror
Disclosure Letter
” has the meaning specified in the introduction to Article V.

 

Acquiror
ESPP Proposal
” has the meaning specified in Section 8.2(b)(ii).

 

Acquiror
Financial Statements
” has the meaning specified in Section 5.6(d).

 

Acquiror
Incentive Plan Proposal
” has the meaning specified in Section 8.2(b)(ii).

 

Acquiror
Option
” has the meaning specified in Section 3.3(a).

 

Acquiror
Private Placement Warrant
” means a warrant to purchase one (1) share of Acquiror Class A Common Stock at an
exercise price of eleven Dollars fifty cents ($11.50) issued to the Sponsor.

 

Acquiror
Public Warrant
” means a warrant to purchase one (1) share of Acquiror Class A Common Stock at an exercise price
of eleven Dollars fifty cents ($11.50) that was included in the units sold as part of Acquiror’s initial public offering.

 

Acquiror
RSU
” means a restricted stock unit constituting the right to be issued a share of Acquiror Common Stock upon vesting.

 

Acquiror
RSU Award
” means an award of Acquiror RSUs.

 

Acquiror
SEC Filings
” has the meaning specified in Section 5.5.

 

Acquiror
Securities
” has the meaning specified in Section 5.12(a).

 

Acquiror
Share Redemption
” means the election of an eligible (as determined in accordance with Acquiror’s Governing Documents)
holder of Acquiror Class A Common Stock to redeem all or a portion of the shares of Acquiror Class A Common Stock held by such
holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including
any interest earned on the funds held in the Trust Account) (as determined in accordance with Acquiror’s Governing Documents) in
connection with the Transaction Proposals.

 

Acquiror
Share Redemption Amount
” means the aggregate amount payable with respect to all Acquiror Share Redemptions.

 

Acquiror
Stockholder Approval
” means the approval of those Transaction Proposals identified in Section 8.2(b)(ii),
at an Acquiror Stockholders’ Meeting duly called by the Board of Directors of Acquiror and held for such purpose.

 

Acquiror
Stockholders
” means the stockholders of Acquiror as of immediately prior to the Effective Time.

 

Acquiror
Stockholders’ Meeting
” has the meaning specified in Section 8.2(b)(i).

 

Acquiror
Transaction Expenses
” means the (i) deferred underwriters’ commissions from Acquiror’s initial public offering
and (ii) the following out-of-pocket fees and expenses paid or payable by Acquiror or its Affiliates (whether or not billed or accrued
for) as a result of or in connection with the negotiation, documentation and consummation of the transactions contemplated hereby: (a)
all documented fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment
banks, data room administrators, attorneys, accountants and other advisors and service providers, (b) fifty percent (50%) of the filing
fees incurred in connection with making any filings under Section 8.1, (c) all fees and expenses incurred in connection with
preparing and filing the Registration Statement, the Proxy Statement or the Proxy Statement/Registration Statement under Section 8.2
and obtaining approval of the Nasdaq under Section 7.3, (d) repayment of any Working Capital Loans and (e) any other
reasonable and documented fees and expenses as a result of or in connection with the negotiation, documentation and consummation of the
transactions contemplated hereby, in each case of clauses (a) through (e), solely to the extent such fees and expenses are incurred
and unpaid as of the Closing. Acquiror Transaction Expenses shall not include any fees and expenses of Acquiror Stockholders (other than
Working Capital Loans).

 

Acquiror
Warrant Agreement
” means the Warrant Agreement, dated as of February 11, 2021, between
Acquiror and the Trustee, as warrant agent.

 

Acquiror
Warrants
” means the Acquiror Public Warrants and the Acquiror Private Placement Warrants.

 

Acquisition
Proposal
” means, with respect to the Company and its Subsidiaries, other than the transactions contemplated hereby and
other than the acquisition or disposition of equipment or other tangible personal property in the ordinary course of business, any offer
or proposal relating to: (a) any acquisition or purchase, direct or indirect, of (i) 15% or more of the consolidated assets
of the Company and its Subsidiaries or (ii) 15% or more of any class of equity or voting securities of (x) the Company or (y) one
or more Subsidiaries of the Company holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets
of the Company and its Subsidiaries, (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated,
would result in any Person beneficially owning 15% or more of any class of equity or voting securities of (i) the Company or (ii) one
or more Subsidiaries of the Company holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets
of the Company and its Subsidiaries, or (c) a merger, consolidation, share exchange, business combination, sale of substantially
all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the sale or disposition
of (i) the Company or (ii) one or more Subsidiaries of the Company holding assets constituting, individually or in the aggregate,
15% or more of the consolidated assets of the Company and its Subsidiaries.

 

Action
means any claim, action, suit, audit, examination, assessment, arbitration, mediation, inquiry, proceeding or investigation, by or before
any Governmental Authority.

 

Affiliate
means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common
control with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including
the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by Contract or otherwise.

 

Affiliate
Agreements
” has the meaning specified in Section 4.12(a)(vi).

 

Aggregate
Merger Consideration
” means a number of Acquiror Common Shares equal to the quotient obtained by dividing (i)
the Base Purchase Price by (ii) $10.00.

 

Agreement
has the meaning specified in the Preamble hereto.

 

Agreement
End Date
” has the meaning specified in Section 10.1(e).

 

Amendment
Proposal
” has the meaning specified in Section 8.2(b)(ii).

 

Ancillary
Agreements
” means the Written Consent, the Confidentiality Agreement, the Sponsor Side Letter and the other documents
delivered pursuant to this Agreement.

 

Anti-Bribery
Laws
” means the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption and bribery Laws (including the U.K. Bribery Act 2010, and any rules or regulations promulgated thereunder or other
Laws of other countries implementing the OECD Convention on Combating Bribery of Foreign Officials).

 

Anti-Money
Laundering Laws
” means all applicable laws, regulations, administrative orders, and decrees concerning or relating to
the prevention of money laundering or countering the financing of terrorism, including, without limitation, the Currency and Financial
Transactions Reporting Act of 1970, as amended by the USA PATRIOT Act of 2001, which legislative framework is commonly referred to as
the “Bank Secrecy Act,” and the rules and regulations thereunder.

 

Antitrust
Authorities
” means the Antitrust Division of the United States Department of Justice, the United States Federal Trade
Commission or the antitrust or competition Law authorities of any other jurisdiction (whether United States, foreign or multinational).

 

Antitrust
Information or Document Request
” means any request or demand for the production, delivery or disclosure of documents
or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony,
by any Antitrust Authorities relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated
hereby, including any so called “second request” for additional information or documentary material or any civil investigative
demand made or issued by any Antitrust Authority or any subpoena, interrogatory or deposition.

 

Audited
Financial Statements
” has the meaning specified in Section 4.8(a)(i).

 

Available
Acquiror Cash
” has the meaning specified in Section 9.3(c).

 

Base
Purchase Price
” means $750,000,000.

 

BCA
Proposal
” has the meaning specified in Section 8.2(b)(ii).

 

Broadscale
PIPE Investor
” means a PIPE Investor that is set forth on Section 1.1(a) of the Acquiror Disclosure Letter or an
Affiliate of any such PIPE Investor to whom the applicable Subscription Agreement with such PIPE Investor is assigned to in accordance
with its terms after the date of this Agreement.

 

Broadscale
SPAC Parties
” has the meaning specified in Section 11.18(a).

 

Business
Combination
” has the meaning set forth in Article II of Acquiror’s Governing Documents as in effect
on the date hereof.

 

Business
Combination Proposal
” means any offer, inquiry, proposal or indication of interest (whether written or oral, binding
or non-binding, and other than an offer, inquiry, proposal or indication of interest with respect to the transactions contemplated hereby),
relating to a Business Combination.

 

Business
Day
” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by Law to close.

 

CARES
Act
” has the meaning specified in Section 4.15(m).

 

Change
of Control
” means any transaction or series of transactions (a) following which a Person or “group” (within the
meaning of Section 13(d) of the Exchange Act) of Persons (other than Acquiror, the Surviving Corporation or any of their respective Subsidiaries),
has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing fifty
percent (50%) or more of the voting power of or economic rights or interests in Acquiror, the Surviving Corporation or any of their respective
Subsidiaries, (b) constituting a merger, consolidation, reorganization or other business combination, however effected, following which
either (i) the members of the Board of Directors of Acquiror or the Surviving Corporation immediately prior to such merger, consolidation,
reorganization or other business combination do not constitute at least a majority of the Board of Directors of the company surviving
the combination or, if the surviving company is a Subsidiary, the ultimate parent thereof or (ii) the voting securities of Acquiror,
the Surviving Corporation or any of their respective Subsidiaries immediately prior to such merger, consolidation, reorganization or
other business combination do not continue to represent or are not converted into fifty percent (50%) or more of the combined voting
power of the then outstanding voting securities of the Person resulting from such combination or, if the surviving company is a Subsidiary,
the ultimate parent thereof, or (c) the result of which is a sale of all or substantially all of the assets of Acquiror or the Surviving
Corporation to any Person.

 

Class
B Holders
” means holders of shares of Acquiror Class B Common Stock prior to the Merger.

 

Closing
has the meaning specified in Section 2.3(a).

 

Closing
Date
” has the meaning specified in Section 2.3(a).

 

Closing
Warrant
” means a warrant to purchase one (1) share of Acquiror Class A Common Stock at an exercise price of eleven Dollars
fifty cents ($11.50) that was sold to certain PIPE Investors as part of the PIPE Investment.

 

Code
has the meaning specified in the Recitals hereto.

 

Collective
Bargaining Agreement
” means any collective bargaining agreement or any other labor-related agreement or arrangement with any
labor or trade union, employee representative body, works council or labor organization, in each case to which the Company or its Subsidiaries
is party or by which it is bound.

 

Committed
PIPE Investment Amount
” has the meaning specified in Section 5.12(e).

 

Company
has the meaning specified in the Preamble hereto.

 

Company
Award
” means a Company Option or a Company RSU Award.

 

Company
Benefit Plan
” has the meaning specified in Section 4.13(a).

 

Company
Capital Stock
” means the Company Common Stock and the Company Preferred Stock.

 

Company
Common Stock
” means the common stock, par value $0.0001 per share, of the Company.

 

Company
Cure Period
” has the meaning specified in Section 10.1(e).

 

Company
Disclosure Letter
” has the meaning specified in the introduction to Article IV.

 

Company
Fundamental Representations
” means the representations and warranties made pursuant to the first and second sentences
of Section 4.1 (Company Organization), the first and second sentences of Section 4.2 (Subsidiaries),
Section 4.3 (Due Authorization), Section 4.6 (Capitalization of the Company), Section 4.7
(Capitalization of Subsidiaries) and Section 4.16 (Brokers’ Fees).

 

Company
Incentive Plan
” means the Company’s 2016 Equity Incentive Plan, as amended.

 

Company
Indemnified Parties
” has the meaning specified in Section 7.7(a).

 

Company
IT Systems
” means any computer hardware, servers, networks, platforms, peripherals, data communication lines, and other information
technology equipment and related systems and services (including so-called SaaS/PaaS/IaaS services), that are owned or controlled by,
or relied upon in the conduct of the business of, the Company or its Subsidiaries.

 

 

Company
Material Adverse Effect
” means any event, state of facts, development, circumstance, occurrence or effect (collectively,
Events”) that (a) has had, or would reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of
the Company and its Subsidiaries, taken as a whole or (b) does or would reasonably be expected to, individually or in the aggregate,
prevent the ability of the Company to consummate the Merger; provided, however, that in no event would any of the following,
alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company
Material Adverse Effect”: (i) any change in applicable Laws or GAAP or any interpretation thereof following the date of this
Agreement, (ii) any change in interest rates or economic, political, business or financial market conditions generally, (iii) the
taking of any action required by this Agreement, (iv) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes,
volcanic eruptions or similar occurrences), pandemic or change in climate, (v) any acts of terrorism or war, the outbreak or escalation
of hostilities, geopolitical conditions, local, national or international political conditions, (vi) any failure of the Company
to meet any projections or forecasts (provided that this clause (vi) shall not prevent a determination that any Event not
otherwise excluded from this definition of Company Material Adverse Effect underlying such failure to meet projections or forecasts has
resulted in a Company Material Adverse Effect), (vii) any Events generally applicable to the industries or markets in which the
Company and its Subsidiaries operate (including increases in the cost of products, supplies, materials or other goods purchased from
third party suppliers), (viii) the announcement of this Agreement and consummation of the transactions contemplated hereby, including
any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or
consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees
of the Company and its Subsidiaries (it being understood that this clause (viii) shall be disregarded for purposes of the representation
and warranty set forth in Section 4.4 and the condition to Closing with respect thereto), (ix) any matter set forth on the
Company Disclosure Letter that would not reasonably be expected to have a material adverse effect on the business, assets, results of
operations or financial condition of the Company and its Subsidiaries, taken as a whole, or (x) any action taken by the Company or its
Subsidiaries at the written request of, Acquiror or Merger Sub; provided, further, that any Event referred to in clauses (i),
(ii), (iv), (v) or (vii) above may be taken into account in determining if a Company Material Adverse Effect has occurred to
the extent it has a disproportionate and adverse effect on the business, assets, results of operations or financial condition of the
Company and its Subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which the Company and its
Subsidiaries conduct their respective operations, but only to the extent of the incremental disproportionate effect on the Company and
its Subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which the Company and its Subsidiaries
conduct their respective operations.

 

Company
Option
” means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.

 

Company
Owned IP
” means the Intellectual Property owned or purported to be owned by the Company and its Subsidiaries.

 

Company
Owned Software
” has the meaning specified in Section 4.21(h).

 

Company
Preferred Stock
” means the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of the Company.

 

Company
Registered Intellectual Property
” has the meaning specified in Section 4.21(a).

 

Company
Restricted Stock
” has the meaning specified in Section 4.6(a).

 

Company
RSU
” means a restricted stock unit constituting the right to be issued a share of Company Common Stock upon vesting.

 

Company
RSU Award
” means an award of Company RSUs granted under the Company Incentive Plan.

 

Company
Stockholder Approval
” has the meaning specified in Section 4.3(a).

 

Company
Stockholder Approval Deadline
” means 5:00 p.m. Eastern Time on the first (1st) Business Day after the date of this Agreement.

 

Company
Transaction Expenses
” means the following out-of-pocket fees and expenses paid or
payable by the Company or any of its Subsidiaries (whether or not billed or accrued for) as a result of or in connection with the negotiation,
documentation and consummation of the transactions contemplated hereby: (a) all documented fees, costs, expenses, brokerage fees, commissions,
finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other
advisors and service providers, (b) fifty percent (50%) of the filing fees incurred in connection with making any filings under Section
8.1
, (c) change-in-control payments, transaction bonuses, retention payments, severance or similar compensatory payments payable
by the Company or any of its Subsidiaries to any current or former employee (including any amounts due under any consulting agreement
with any such former employee), independent contractor, officer, or director of the Company or any of its Subsidiaries as a result of
the transactions contemplated hereby (and not tied to any subsequent event or condition, such as a termination of employment), including
the employer portion of payroll Taxes arising therefrom, (d) Transfer Taxes, (e) amounts owing or that may become owed, payable or otherwise
due, directly or indirectly, by the Company or any of its Subsidiaries to any Affiliate of the Company or any of its Subsidiaries in
connection with the consummation of the transactions contemplated hereby, including fees, costs and expenses related to the termination
of any Affiliate Agreement and (f) any other reasonable and documented fees and expenses as a result of or in connection with the negotiation,
documentation and consummation of the transactions contemplated hereby, in each case of clauses (a) through (f), solely to the extent
such fees and expenses are incurred and unpaid as of the Closing. Company Transaction Expenses shall not include any fees and expenses
of the Company’s stockholders.

 

Confidentiality
Agreement
” means the Non-Disclosure Agreement entered into by Acquiror and the Company on February 26, 2021.

 

Constituent
Corporations
” has the meaning specified in Section 2.1(a).

 

Contracts
means any legally binding contracts, agreements, subcontracts, leases, and purchase orders.

 

Copyleft
Terms
” means use, modification and/or distribution of any Open Source Materials in a manner that, pursuant to the applicable
Open Source License, requires that such Open Source Materials, or other software incorporated into, derived from, linked to, or used
or distributed with such Open Source Materials (i) be made available or distributed in a form other than binary (e.g., source
code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that allow the Company’s
or any Subsidiary of the Company’s products or portions thereof or interfaces therefor to be reverse engineered, reverse assembled
or disassembled (other than by operation of Law) or (iv) be redistributable at no license fee. Open Source Licenses that incorporate
Copyleft Terms include the GNU General Public License, the GNU Lesser General Public License, the Mozilla Public License, the Common
Development and Distribution License, the Eclipse Public License and all Creative Commons “sharealike” licenses.

 

D&O
Indemnified Parties
” has the meaning specified in Section 7.7(a).

 

DGCL
has the meaning specified in the Recitals hereto.

 

Director
Proposal
” has the meaning specified in Section 8.2(b)(ii).

 

Disclosure
Letter
” means, as applicable, the Company Disclosure Letter or the Acquiror Disclosure Letter.

 

Dissenting
Shares
” has the meaning specified in Section 3.6.

 

Dollars
or “$” means lawful money of the United States.

 

Earnout
Catch Up Ratio
” means the Series C Liquidation Preference minus the Exchange Ratio; provided that if Section 3.1(a)(iii)
would result in the right to receive an issuance of more than 10,000,000 Earnout Shares in the aggregate, the Earnout Catch Up Ratio
shall be adjusted such that the right to receive an issuance of no more than 10,000,000 Earnout Shares in the aggregate is established
pursuant to Section 3.1(a)(iii).

 

Earnout
Shares
” means the shares of Acquiror Common Stock, if any, issued pursuant to Section 3.4.

 

Effective
Time
” has the meaning specified in Section 2.3(b).

 

Environmental
Laws
” means any and all applicable Laws relating to Hazardous Materials, pollution, or the protection or management
of the environment or natural resources, or protection of human health (with respect to exposure to Hazardous Materials).

 

Equity
Incentive Plan
” has the meaning specified in Section 7.1(a).

 

ERISA
has the meaning specified in Section 4.13(a).

 

ERISA
Affiliate
” means any Affiliate or business, whether or not incorporated, that together with the Company would be deemed
to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

 

ESPP
has the meaning specified in Section 7.1(a).

 

Exchange
Act
” means the Securities Exchange Act of 1934, as amended.

 

Exchange
Agent
” has the meaning specified in Section 3.2(a).

 

Exchange
Ratio
” means, with respect to each share of Series A Preferred Stock, Series B Preferred Stock and Company Common Stock (other
than Treasury Shares) or shares of Company Common Stock issuable upon (i) exercise of a Company Option or (ii) vesting of a Company RSU
Award, the quotient obtained by dividing (a) the Remaining Merger Consideration by (b) the Remaining Aggregate Fully Diluted
Company Shares.

 

Export
Approvals
” has the meaning specified in Section 4.26(a).

 

FERC
has the meaning specified in Section 4.29.

 

Financial
Statements
” has the meaning specified in Section 4.8(a)(ii).

 

First
Earnout Achievement Date
” has the meaning specified in Section 3.4(a).

 

FPA
has the meaning specified in Section 4.29.

 

GAAP
means generally accepted accounting principles in the United States as in effect from time to time.

 

Governing
Documents
” means the legal document(s) by which any Person (other than an individual) establishes its legal existence
or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation
and by-laws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of
limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate
of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association.

 

Governmental
Authority
” means any federal, regional, state, provincial, municipal, local or foreign government, governmental authority,
regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal,
and any quasi-governmental regulatory body, including, a regional transmission organization or independent system operator.

 

Governmental
Authorization
” has the meaning specified in Section 4.5.

 

Governmental
Order
” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered
by or with any Governmental Authority.

 

Hazardous
Material
” means any (a) pollutant, contaminant, chemical, (b) industrial, solid, liquid or gaseous toxic or
hazardous substance, material or waste, (c) petroleum or any fraction or product thereof, (d) asbestos or asbestos-containing
material, (e) polychlorinated biphenyl, (f) chlorofluorocarbons, (g) per- and polyfluoroalkyl substances (including PFAs, PFOA,
PFOS, Gen X, and PFBs) and (h) other substance, material or waste, in each case, which are regulated under any Environmental Law
or as to which liability may be imposed pursuant to Environmental Law.

 

HSR
Act
” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated
thereunder.

 

Indebtedness
means with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal
of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals,
(b) the principal and interest components of capitalized lease obligations under GAAP, (c) amounts drawn (including any accrued
and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent
such amounts have actually been drawn), (d) the principal of and premium (if any) in respect of obligations evidenced by bonds,
debentures, notes and similar instruments, (e) the termination value of interest rate protection agreements and currency obligation
swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (f) the principal
component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including
“earn outs” and “seller notes,” (g) breakage costs, prepayment or early termination premiums, penalties, or other
fees or expenses payable as a result of the consummation of the transactions contemplated hereby in respect of any of the items in the
foregoing clauses (a) through (f), and (h) all Indebtedness of another Person referred to in clauses (a) through
(g) above guaranteed directly or indirectly, jointly or severally.

 

Intellectual
Property
” means all intellectual property and industrial property rights of every kind and description throughout the
world, including U.S. and foreign: (a) patents, patent applications, invention disclosures, and all related continuations, continuations-in-part,
divisionals, reissues, re-examinations, substitutions, and extensions thereof, (b) trademarks, logos, service marks, trade dress, trade
names, slogans, internet domain names, and other similar designations of source or origin, together with the goodwill of the Company
or any of its Subsidiaries or their respective businesses symbolized by or associated with any of the foregoing, (c) copyrights
and copyrightable subject matter, including such corresponding rights in software and other works of authorship, (d) rights in algorithms,
databases, compilations and data, (e) trade secrets and all other confidential and proprietary information, know-how, proprietary
processes, formulae, models, and methodologies, (f) rights of publicity, privacy, and rights to personal information, (g) moral rights
and rights of attribution and integrity, (h) social media addresses and accounts and usernames, account names and identifiers and (i)
all applications and registrations, and any renewals, extensions and reversions, for the foregoing.

 

Intended
Tax Treatment
” has the meaning specified in the Recitals hereto.

 

Interim
Period
” has the meaning specified in Section 6.1.

 

International
Trade Laws
” means all Laws relating to the import, export, re-export, deemed export, deemed re-export, or transfer of
information, data, goods, and technology, including, but not limited to, the Export Administration Regulations administered by the United States
Department of Commerce, the International Traffic in Arms Regulations administered by the United States Department of State, customs
and import Laws administered by United States Customs and Border Protection, any other export or import controls administered by an agency
of the United States government, the anti-boycott regulations administered by the United States Department of Commerce and the United
States Department of the Treasury, and other Laws adopted by Governmental Authorities of other countries relating to the same subject
matter as the United States Laws described above.

 

Investment
Company Act
” means the Investment Company Act of 1940, as amended.

 

IRS
means the Internal Revenue Service.

 

JOBS
Act
” has the meaning specified in Section 5.6(a).

 

Labor
Organization
” has the meaning specified in Section 4.14(a).

 

Latham
has the meaning specified in Section 11.18(b).

 

Latham
Privileged Communications
” has the meaning specified in Section 11.18(b).

 

 

Law
means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

 

Leased
Real Property
” means all real property leased, licensed, subleased or otherwise used or occupied by the Company or any
of its Subsidiaries.

 

Legal
Proceedings
” has the meaning specified in Section 4.10.

 

Letter
of Transmittal
” has the meaning specified in Section 3.2(b).

 

Licenses
means any approvals, authorizations, consents, licenses, registrations, permits or certificates of a Governmental Authority.

 

Lien
means all liens, mortgages, deeds of trust, pledges, hypothecations, encumbrances, security interests, options, restrictions, claims
or other liens of any kind whether consensual, statutory or otherwise.

 

Lock-Up
Agreement
” has the meaning specified in the Recitals hereto.

 

Major
Company Stockholder
” means each of the holders of Company Capital Stock set forth on Section 1.1(a) of the
Company Disclosure Letter.

 

Merger
has the meaning specified in the Recitals hereto.

 

Merger
Certificate
” has the meaning specified in Section 2.1(a).

 

Merger
Sub
” has the meaning specified in the Preamble hereto.

 

Merger
Sub Capital Stock
” means the shares of the common stock, par value $0.0001 per share, of Merger Sub.

 

Modification
in Recommendation
” has the meaning specified in Section 8.2(b)(ii).

 

Multiemployer
Plan
” has the meaning specified in Section 4.13(c).

 

Nasdaq
has the meaning specified in Section 5.6(c).

 

Nasdaq
Proposal
” has the meaning specified in Section 8.2(b)(ii).

 

Offer
Documents
” has the meaning specified in Section 8.2(a)(i).

 

Open
Source License
” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative)
or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including any
license approved by the Open Source Initiative or any Creative Commons License.

 

Open
Source Materials
” means any software subject to an Open Source License.

 

Owned
Real Property
” means all real property owned in fee simple by the Company or any of its Subsidiaries.

 

PCAOB
Financial Statements
” has the meaning specified in Section 6.3(a).

 

Per
Share Merger Consideration
” means the product obtained by multiplying (i) the Exchange Ratio by (ii) $10.00.

 

Permitted
Liens
” means (i) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business
with respect to any amounts (A) not yet due and payable or which are being contested in good faith through appropriate proceedings
and (B) for which adequate accruals or reserves have been established in accordance with GAAP, (ii) Liens for Taxes (A) not
yet due and payable or (B) which are being contested in good faith through appropriate proceedings and for which adequate accruals or
reserves have been established in accordance with GAAP, (iii) defects or imperfections of title, easements, encroachments, covenants,
rights-of-way, conditions, matters that would be apparent from a physical inspection or current, accurate survey of such real property,
restrictions and other similar charges or encumbrances that do not, in the aggregate, materially impair the value or materially interfere
with the present use of the Leased Real Property, (iv) with respect to any Leased Real Property (A) the interests and rights of the respective
lessors with respect thereto, including any Lien on the lessor’s interest therein and statutory landlord liens securing payments
not yet due, and (B) any Liens encumbering the underlying fee title of the real property of which the Leased Real Property is a part,
(v) zoning, building, entitlement and other land use and environmental regulations promulgated by any Governmental Authority that
do not, in the aggregate, materially interfere with the current use of, or materially impair the value of, the Leased Real Property,
(vi) non-exclusive licenses of Intellectual Property entered into in the ordinary course of business, (vii) ordinary course purchase
money Liens and Liens securing rental payments under operating or capital lease arrangements for amounts not yet due or payable, (viii) other
Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money in connection with workers’
compensation, unemployment insurance or other types of social security, (ix) reversionary rights in favor of landlords under any Real
Property Leases with respect to any of the buildings or other improvements owned by the Company or any of its Subsidiaries and (x) Liens
that do not, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation
of the businesses of the Company and its Subsidiaries, taken as a whole.

 

Permitted
Transaction
” has the meaning specified in Section 6.1(i).

 

Person
means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture,
joint stock company, Governmental Authority or instrumentality or other entity of any kind.

 

PIPE
Investment
” means the purchase of shares of Acquiror Class A Common Stock, and with respect to certain PIPE Investors,
Closing Warrants pursuant to the Subscription Agreements.

 

PIPE
Investment Amount
” means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently
with Closing for the shares in the PIPE Investment.

 

PIPE
Investors
” means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

 

Privacy
and Cybersecurity Requirements
” has the meaning specified in Section 4.22(a).

 

Prospectus
has the meaning specified in Section 11.1.

 

Proxy
Statement
” has the meaning specified in Section 8.2(a)(i).

 

Proxy
Statement/Registration Statement
” has the meaning specified in Section 8.2(a)(i).

 

Q3
2021 Financial Statements
” has the meaning specified in Section 6.3(c).

 

Real
Property Leases
” has the meaning specified in Section 4.20(a)(iii).

 

Registration
Rights Agreement
” has the meaning specified in the Recitals hereto.

 

Registration
Statement
” means the Registration Statement on Form S-4, or other appropriate form, including any pre-effective
or post-effective amendments or supplements thereto, to be filed with the SEC by Acquiror under the Securities Act with respect to the
Registration Statement Securities.

 

Registration
Statement Securities
” has the meaning specified in Section 8.2(a)(i).

 

Remaining
Aggregate Fully Diluted Company Shares
” means, without duplication, (a) the aggregate number of shares of Company Common Stock
that are (i) issued and outstanding immediately prior to the Effective Time or (ii) issuable upon, or subject to, the exercise or settlement
of Company Awards (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, plus
(b) the aggregate number of shares of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time, plus
(c) the aggregate number of shares of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time minus
(d) a number of shares of Company Common Stock equal to (A) the aggregate exercise price of the Company Options described in subclause
(ii) above divided by (B) the Per Share Merger Consideration.

 

Remaining
Merger Consideration
” means the Aggregate Merger Consideration minus the Series C Issuance.

 

Requisite
Company Stockholders
” means holders of at least (i) a majority of the outstanding shares of Company Capital Stock entitled
to vote and (ii) a majority of the outstanding shares of Company Preferred Stock, voting together as a single class on an as-converted
basis, each of which or whom is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.

 

Resale
Registration Statement
” has the meaning specified in Section 8.2(a)(i).

 

Sanctioned
Country
” means at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide
Sanctions Laws (at the time of this Agreement, the Crimea region, Cuba, Iran, North Korea and Syria).

 

Sanctioned
Person
” means (a) any Person identified in any sanctions-related list of designated Persons maintained by (i) the
United States Department of the Treasury’s Office of Foreign Assets Control, the United States Department of Commerce, Bureau of
Industry and Security, or the United States Department of State, (ii) Her Majesty’s Treasury of the United Kingdom, (iii) any
committee of the United Nations Security Council or (iv) the European Union, (b) any Person located, organized, or resident
in, organized in, or a Governmental Authority or government instrumentality of, any Sanctioned Country and (c) any Person directly
or indirectly owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (a) or (b), either
individually or in the aggregate.

 

Sanctions
Laws
” means those trade, economic and financial sanctions Laws administered, enacted or enforced from time to time by
(i) the United States (including the Department of the Treasury’s Office of Foreign Assets Control), (ii) the European
Union and enforced by its member states, (iii) the United Nations, or (iv) Her Majesty’s Treasury of the United Kingdom.

 

Sarbanes-Oxley
Act
” means the Sarbanes-Oxley Act of 2002.

 

SEC
means the United States Securities and Exchange Commission.

 

SEC
Statement
” has the meaning specified in Section 1.2(h).

 

Second
Earnout Achievement Date
” has the meaning specified in Section 3.4(b).

 

Secured
Loan Agreement
” means that certain Loan and Security Agreement, dated as of February 20, 2020, by and among the Company and
Voltus Energy Canada Ltd., a British Columbia corporation and a wholly owned Subsidiary of the Company, collectively as the borrowers,
and Western Alliance Bank, an Arizona corporation, as bank, as amended, restated, amended and restated, supplemented, modified or repaid
in a manner necessary to satisfy the conditions in Section 6.7.

 

Secured
Payoff Amount
” has the meaning specified in Section 6.7.

 

Secured
Payoff Letter
” has the meaning specified in Section 6.7.

 

Securities
Act
” means the Securities Act of 1933, as amended.

 

Series
A Preferred Stock
” has the meaning specified in Section 4.6(a).

 

Series
B Preferred Stock
” has the meaning specified in Section 4.6(a).

 

Series
C Issuance
” has the meaning specified in Section 3.1(a)(i).

 

Series
C Liquidation Preference
” means in respect of each share of Series C Preferred Stock, 4.195485 Acquiror Common Shares.

 

 

Series
C Preferred Stock
” has the meaning specified in Section 4.6(a).

 

Skadden
has the meaning specified in Section 11.18(a).

 

Skadden
Privileged Communications
” has the meaning specified in Section 11.18(a).

 

Sponsor
means Nokomis ESG Sponsor, LLC, a Delaware limited liability company.

 

Sponsor
Side Letter
” has the meaning specified in the Recitals hereto.

 

Stockholder
Notice
has the meaning specified in Section 8.2(c)(ii).

 

Subscription
Agreements
” means the subscription agreements pursuant to which the PIPE Investment will be consummated.

 

Subsidiary
means, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or
equity interests is owned, directly or indirectly, by such Person.

 

Surviving
Corporation
” has the meaning specified in Section 2.1(b).

 

Tax
Return
” means any return, declaration, report, statement, information statement or other document filed or required
to be filed with any Governmental Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns
and any schedules, attachments, amendments or supplements of any of the foregoing.

 

Taxes
means any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts,
license, payroll, recapture, net worth, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs
duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment,
disability, real property, personal property, sales, use, transfer, registration, governmental charges, duties, levies and other similar
charges imposed by a Governmental Authority in the nature of a tax, and, in each case, including any interest, penalty, or addition thereto.

 

Terminating
Acquiror Breach
” has the meaning specified in Section 10.1(g).

 

Terminating
Company Breach
” has the meaning specified in Section 10.1(e).

 

Third
Earnout Achievement Date
” has the meaning specified in Section 3.4(c).

 

Title
IV Plan
” has the meaning specified in Section 4.13(c).

 

Top
C&I Customers
” has the meaning specified in Section 4.28(a).

 

Top
U&G Customers
has the meaning specified in Section 4.28(a).

 

Top
Vendors
” has the meaning specified in Section 4.28(a).

 

Trading
Day
” means any day on which shares of Acquiror Common Stock are actually traded on the principal securities exchange or securities
market on which shares of Acquiror Common Stock are then traded.

 

Transaction
Proposals
” has the meaning specified in Section 8.2(b)(ii).

 

Transfer
Taxes
” has the meaning specified in Section 8.4

 

Treasury
Regulations
” means the regulations promulgated under the Code by the United States Department of the Treasury.

 

Treasury
Share
” has the meaning specified in Section 3.1(a).

 

Trust
Account
” has the meaning specified in Section 11.1.

 

Trust
Agreement
” has the meaning specified in Section 5.8.

 

Trustee
has the meaning specified in Section 5.8.

 

Unaudited
Financial Statements
” has the meaning specified in Section 4.8(a)(ii).

 

Voltus
Group
” has the meaning specified in Section 11.18(b).

 

Voting
Agreement
” means the Second Amended and Restated Voting Agreement, dated as of May 10, 2021, by and among the Company, certain
holders of Company Preferred Stock and the Key Holders (as defined therein).

 

VWAP
means, for any security as of any day or multi-day period, the dollar volume-weighted average price for such security on the principal
securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York
time on such day or the first day of such multi-day period (as applicable), and ending at 4:00:00 p.m., New York time on such day or
the last day of such multi-day period (as applicable), as reported by Bloomberg through its “HP” function (set to weighted
average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market
on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time on such day or the first
day of such multi-day period (as applicable), and ending at 4:00:00 p.m., New York time on such day or the last day of such multi-day
period (as applicable), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg
for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security
as reported by OTC Markets Group Inc. during such day or multi-day period (as applicable). If the VWAP cannot be calculated for such
security for such day or multi-day period (as applicable) on any of the foregoing bases, the VWAP of such security shall be the fair
market value per share at the end of such day or multi-day period (as applicable) as reasonably determined by the Board of Directors
of Acquiror.

 

Working
Capital Loans
” means any loan made to Acquiror by any of the Sponsor, an Affiliate of the Sponsor, or any of Acquiror’s
officers or directors, and evidenced by a promissory note, for the purpose of financing costs incurred in connection with a Business
Combination.

 

 

Written
Consent
” has the meaning specified in Section 8.2(c)(i).

 

Section 1.2. Construction.

 

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words
using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,”
“herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (iv) the
terms “Article,” “Exhibit” or “Section” refer to the specified Article, Exhibit or Section of this
Agreement, (v) the word “including” shall mean “including, without limitation” and (vi) the word “or”
shall be disjunctive but not exclusive.

 

(b) Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder
and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending
or replacing the statute or regulation.

 

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.
If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action
may be deferred until the next Business Day.

 

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

 

(e) The term “actual fraud” means, with respect to a party to this Agreement, an actual and intentional fraud with respect
to the making of the representations and warranties pursuant to Article IV or Article V (as applicable); provided
that such actual and intentional fraud of such Person shall only be deemed to exist if any of the individuals included on Section 1.3
of the Company Disclosure Letter (in the case of the Company) or Section 1.3 of the Acquiror Disclosure Letter (in the
case of Acquiror) had actual knowledge (as opposed to imputed or constructive knowledge) that the representations and warranties made
by such Person pursuant to, in the case of the Company, Article IV as qualified by the Company Disclosure Letter, or, in
the case of Acquiror, Article V as qualified by the Acquiror Disclosure Letter, were actually breached when made, with the
express intention that the other party to this Agreement rely thereon to its detriment.

 

(f) 
Except as otherwise specifically provided herein, to the extent this Agreement refers to information or documents having been
“made available” (or words of similar import) by or on behalf of one or more parties to another party hereto, such obligation
shall be deemed satisfied if (i) such one or more parties hereto or a Person acting on its behalf made such information or document available
(or delivered or provided such information or document) in the electronic data room hosted by Donnelly Financial Solutions and labeled
“Project Velocity” or to such other Person acting on its behalf prior to 9:00 a.m. Eastern time on the date that is two (2)
full Business Days prior to the date of this Agreement or (ii) such information or document is publicly available prior to 9:00 a.m.
Eastern time on the date that is two (2) full Business Days prior to the date of this Agreement in the Electronic Data Gathering, Analysis
and Retrieval (EDGAR) database of the SEC and not subject to any redactions or omissions.

 

 

(g) The parties to this Agreement agree and acknowledge that they have been represented by counsel during, and have participated jointly
in, the negotiation, drafting and execution of this Agreement. In the event that an ambiguity or a question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and the parties to this Agreement irrevocably
waive the application of any Law, holding or rule of construction favoring or disfavoring any party to this Agreement by virtue of the
authorship of any provision of this Agreement.

 

(h) Notwithstanding anything to the contrary herein, no representation or warranty by Acquiror in this Agreement shall apply to any
statement or information in the Acquiror SEC Filings that relates to the topics referenced in the SEC’s “Staff Statement
on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” issued on April 12, 2021
or to other accounting matters related to initial public offering securities or expenses as to which the SEC or the Acquiror’s
audit firm has issued, adopted, recommended in writing (with such recommendation being directed to the Acquiror, in the case of the Acquiror’s
audit firm) or implemented (with such implementation relating to the Acquiror, in the case of the Acquiror’s audit firm) a statement,
guidance, interpretation or change in presentation after the date Acquiror’s initial public offering (collectively, the “SEC
Statement
”), nor shall any correction, amendment or restatement of Acquiror Financial Statements due wholly or in part to the
SEC Statement, nor any other effects that relate to or arise out of, or are in connection with or in response to, the SEC Statement or
any changes in accounting or disclosure related thereto, be deemed to be a breach of any representation or warranty by Acquiror. The
Company acknowledges and agrees that Acquiror continues to review the SEC Statement and its implications, including on the financial
statements and other information included in the Acquiror SEC Filings, and any restatement, revision or other modification of the Acquiror
SEC Filings relating to or arising from such SEC Statement, shall be deemed not material and not to have or reasonably be expected to
have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated
by this Agreement, for purposes of this Agreement.

 

Section 1.3. Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the knowledge of
the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge”
of Acquiror shall mean the knowledge of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each
case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

 

Article II

 

THE
MERGER; CLOSING

 

Section 2.1. The Merger.

 

(a)
Upon the terms and subject to the conditions set forth in this Agreement, Acquiror, Merger Sub and the Company (Merger Sub and the Company
sometimes being referred to herein as the “Constituent Corporations”) shall
cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation in the Merger. The Merger shall
be consummated in accordance with this Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so
filed, the “Merger Certificate”), executed by the Constituent Corporations
in accordance with the relevant provisions of the DGCL, such Merger to be effective as of the Effective Time.

 

(b) Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving
corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving
Corporation
”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of Acquiror.

 

Section 2.2. Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess
all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall
become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges,
powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent
Corporation, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent
Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument
or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all
Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against
it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance
with the applicable provisions of the DGCL.

 

Section 2.3. Closing; Effective Time.

 

(a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”)
shall be effected by the exchange of signatures by electronic transmission, or, if such exchange is not practicable, shall take place
at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York 10001, at 10:00 a.m. (New York
time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX
shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject
to the satisfaction or waiver thereof) or such other time and place as Acquiror and the Company may mutually agree in writing. The date
on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.

 

(b)
Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this
Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company shall cause the Merger Certificate
to be executed and duly submitted for filing with the Secretary of State of the State of Delaware in accordance with the applicable provisions
of the DGCL. The Merger shall become effective at the time when the Merger Certificate has been accepted for filing by the Secretary
of State of the State of Delaware, or at such later time as may be agreed by Acquiror and the Company in writing and specified in each
of the Merger Certificate (the “Effective Time”).

 

 

Section 2.4. Closing Deliverables.

 

(a) At the Closing, the Company will deliver or cause to be delivered to Acquiror:

 

(i)  a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief
of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have
been satisfied;

 

(ii)  the written resignations of all of the directors and officers of the Company (other than any such Persons identified as initial
directors and officers of the Surviving Corporation, in accordance with the provisions of Section 2.6), effective as of the
Effective Time;

 

(iii)  the Registration Rights Agreement, duly executed by certain equityholders of the Company and Voltus Technologies, Inc.;

 

(iv)  the Lock-Up Agreement, duly executed by the Major Company Stockholders and Voltus Technologies, Inc.;

 

(v) evidence that all Affiliate Agreements (other than those set forth on Section 6.4 of the Company Disclosure Letter)
have been terminated or settled at or prior to the Closing without further liability to Acquiror, the Company or any of the Company’s
Subsidiaries; and

 

(vi)  a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation
Sections 1.897-2, (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified
in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of
the Code, and notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

 

(b) At the Closing, Acquiror will deliver or cause to be delivered:

 

(i)  to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s equityholders pursuant
to Section 3.2;

 

(ii)  to the Company, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and
belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfied;

 

(iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of the Class B Holders;

 

 

(iv) to the Company, the Lock-Up Agreement, duly executed by a duly authorized representative of Sponsor; and

 

(v) to the Company, the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons
identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions
of Section 2.6 and Section 7.6), effective as of the Effective Time.

 

(c) On the Closing Date, concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately
available funds, (i) all Acquiror Transaction Expenses as set forth on a written statement to be delivered to the Company not less
than two (2) Business Days prior to the Closing Date and (ii) all Company Transaction Expenses as set forth on a written statement
to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, in each
case of clauses (i) and (ii), which shall include the respective amounts and wire transfer instructions for the payment thereof,
together with corresponding invoices for the foregoing; provided that any Company Transaction Expenses due to current or former
employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for
further payment to such employee, independent contractor, officer or director through the Company’s payroll.

 

Section 2.5. Governing Documents.

 

(a) At the Effective Time, by virtue of the Merger, the certificate of incorporation and bylaws of the Company, as in effect immediately
prior to the Effective Time, shall be amended and restated in their entirety to read the same as the certificate of incorporation and
bylaws of Merger Sub, respectively, as in effect immediately prior to the Effective Time, until thereafter supplemented or amended in
accordance with their respective terms and the DGCL.

 

(b) The certificate of incorporation and bylaws of Acquiror as of immediately prior to the Effective Time (which shall be in the form
attached as Exhibits A and B hereto (with such changes as may be agreed in writing by Acquiror and the Company)),
shall be the certificate of incorporation and bylaws of Acquiror from and after the Effective Time, until thereafter amended as provided
therein and under the DGCL.

 

Section 2.6. Directors and Officers.

 

(a) (i) The officers of the Company as of immediately prior to the Effective Time, shall be the officers of the Surviving Corporation
from and after the Effective Time, and (ii) the directors of Acquiror as of immediately after the Effective Time shall be the directors
of the Surviving Corporation from and after the Effective Time, in each case, each to hold office in accordance with the Governing Documents
of the Surviving Corporation.

 

(b)
The parties shall take all actions necessary to ensure that, from and after the Effective Time, the Persons identified as the initial
post-Closing directors and officers of Acquiror in accordance with the provisions of Section 7.6 shall be the directors and
officers (and in the case of such officers, holding such positions as are set forth on Section 2.6(b) of the Company Disclosure
Letter), respectively, of Acquiror, each to hold office in accordance with the Governing Documents of Acquiror.

 

Section 2.7. Tax Free Reorganization Matters. The parties intend that, for United States federal income tax purposes, the Merger will
qualify for the Intended Tax Treatment. No party knows of any fact or circumstance (without conducting independent inquiry or diligence
of any other relevant party), and no party has taken or will take any action (or will knowingly fail to take any action), which action
(or failure to act) could be reasonably expected to prevent the Merger from qualifying for the Intended Tax Treatment. The Merger shall
be reported by the parties for all Tax purposes in accordance with the foregoing, unless otherwise required by a Governmental Authority
as a result of a “determination” within the meaning of Section 1313(a) of the Code. The parties shall cooperate with each
other and their respective counsel to document and support the Tax treatment of the Merger as qualifying for the Intended Tax Treatment,
including by taking the actions described on Section 2.7 of the Company Disclosure Letter.

 

Article III

 

EFFECTS
OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS

 

Section 3.1. Conversion of Securities.

 

(a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Capital Stock or Company
Award (other than (i) shares of Company Capital Stock held in the treasury of the Company, which treasury shares shall be canceled as
part of the Merger and shall not constitute “Company Capital Stock” hereunder (each
such share, a “Treasury Share”), and (ii) Dissenting Shares), such shares
of Company Capital Stock and Company Awards shall be canceled and converted into (A) the right to receive the applicable portion of the
Aggregate Merger Consideration as set forth below and (B) the right to receive Earnout Shares to the extent due and issuable pursuant
to Section 3.4, in each case, with any resulting fractional share rounded down to the nearest whole number and in the
following order of priority and continuing sequentially as each provision is satisfied in full:

 

(i)  First, each share of Series C Preferred Stock shall receive a number of shares of Acquiror Common Shares equal to the Series C
Liquidation Preference (such issuance of Acquiror Common Shares, in the aggregate, the “Series C Issuance”);

 

(ii)  Second, each share of Series A Preferred Stock, Series B Preferred Stock and Company Common Stock shall receive a number of Acquiror
Common Shares equal to the Exchange Ratio, for each share of Company Common Stock subject to a Company Option, a corresponding Acquiror
Option covering the number of Acquiror Common Shares issued to such holder pursuant to Section 3.3(a) and for each share
of Company Common Stock subject to a Company RSU, a corresponding Acquiror RSU covering the number of Acquiror Common Shares issued to
such holder pursuant to Section 3.3(b);

 

 

(iii)  Third, solely to the extent due and issuable pursuant to Section 3.4, each share of Series A Preferred Stock,
Series B Preferred Stock and Company Common Stock shall receive a number of Earnout Shares equal to the Earnout Catch Up Ratio, for each
share of Company Common Stock subject to a Company Option or Company RSU, to the extent such Acquiror Option has not been forfeited or
otherwise terminated without having been exercised or such Acquiror RSU has not been forfeited or otherwise terminated without having
settled, with respect to any issuance of Earnout Shares a number of Earnout Shares equal to the Earnout Catch Up Ratio; provided
that any such Earnout Shares issued under this clause (iii) shall be subject to the same vesting terms and conditions as the corresponding
Acquiror Option or Acquiror RSU, as applicable; and

 

(iv)  Fourth, solely to the extent due and issuable pursuant to Section 3.4, any Earnout Shares not distributed pursuant
to clause (iii) above shall be distributed pro rata based on the number of shares of Company Capital Stock and shares of Company Common
Stock subject to Company Awards held by holders of Company Capital Stock and Company Awards (assuming the conversion or exercise thereof)
as of immediately prior to the Effective Time; provided that for each share of Company Common Stock subject to a Company Award,
(A) such share of Company Common Stock shall disregarded for the purposes of this clause (iv) to the extent the corresponding Acquiror
Option issued to such holder pursuant to Section 3.3(a) has been forfeited or otherwise terminated without having been exercised
or the corresponding Acquiror RSU issued to such holder pursuant to Section 3.3(b) has been forfeited or otherwise terminated without
having been settled and (B) any Earnout Shares issued under this clause (iv) shall be subject to the same vesting terms and conditions
as the corresponding Acquiror Option or Acquiror RSU, as applicable.

 

(b) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or Merger Sub, each share of Merger
Sub Capital Stock, shall be converted into a share of common stock, par value $0.00001 of the Surviving Corporation.

 

(c) Notwithstanding anything in this Agreement to the contrary, no fractional shares of Acquiror Common Stock shall be issued in the
Merger.

 

(d) Notwithstanding anything in this Agreement to the contrary, Section 3.1(a)(i) and Section 3.1(a)(ii), together,
shall constitute the Aggregate Merger Consideration and shall not exceed 75,000,000 Acquiror Common Shares in the aggregate (which 75,000,000
limit shall be increased by an amount equal to the number of Acquiror Common Shares calculated in accordance with subsection (d) of the
definition of “Remaining Aggregate Fully Diluted Company Shares”), and Section 3.1(a)(iii) and Section 3.1(a)(iv),
together, shall constitute the Earnout Shares and such Earnout Shares shall not exceed 10,000,000 Acquiror Common Shares and shall only
be issued solely to the extent due and issuable pursuant to Section 3.4

 

Section 3.2. Exchange Procedures 

 

(a)
Prior to the Closing, and in any event no later than five (5) Business Days prior to the Closing Date, Acquiror shall appoint an exchange
agent (the “Exchange Agent”) to act as the agent for the purpose of paying
the Aggregate Merger Consideration to the Company’s equityholders. At or before the Effective Time, Acquiror shall deposit with
the Exchange Agent the number of shares of Acquiror Common Stock equal to the portion of the Aggregate Merger Consideration to be paid
in shares of Acquiror Common Stock.

 

(b) Reasonably promptly after the Effective Time, Acquiror shall send or shall cause the Exchange Agent to send, to each record holder
of shares of Company Capital Stock as of immediately prior to the Effective Time, whose shares of Company Capital Stock were converted
pursuant to Section 3.1(a) into the right to receive a portion of the Aggregate Merger Consideration, a letter of transmittal
and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper
transfer of each share to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions
as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”).

 

(c) Each holder of shares of Company Capital Stock that have been converted into the right to receive a portion of the Aggregate Merger
Consideration, pursuant to Section 3.1(a), shall be entitled to receive such portion of the Aggregate Merger Consideration
upon receipt by the Exchange Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange
Agent may reasonably request) or a duly completed and validly executed Letter of Transmittal, as applicable, and such other documents
as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share.

 

(d) Promptly following the date that is one (1) year after the Effective Time, Acquiror shall instruct the Exchange Agent to
deliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s
duties shall terminate. Thereafter, any portion of the Aggregate Merger Consideration that remains unclaimed shall be returned to Acquiror,
and any Person that was a holder of shares of Company Capital Stock as of immediately prior to the Effective Time that has not exchanged
such shares of Company Capital Stock for an applicable portion of the Aggregate Merger Consideration in accordance with this Section 3.2
prior to the date that is one (1) year after the Effective Time, may transfer such shares of Company Capital Stock to Acquiror
and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly
deliver, such applicable portion of the Aggregate Merger Consideration without any interest thereupon. None of Acquiror, Merger Sub,
the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any of the Aggregate Merger
Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar
Laws. If any such shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to
this Article III would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall,
to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest
of any Person previously entitled thereto.

 

Section 3.3. Treatment of Company Awards.

 

(a)
As of the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, the Company or any holder of a Company
Option, each Company Option that is then outstanding immediately prior to the Effective Time shall be converted into an option to purchase
shares of Acquiror Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately
prior to the Effective Time, including with respect to vesting and termination-related provisions (each, an “Acquiror
Option
”) except that (i) such Acquiror Option shall provide the right to purchase the number of shares of Acquiror
Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company
Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, and (ii) the exercise price per share for
each such Acquiror Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective
Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent);
provided, however, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation
Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section
409A or Section 424 of the Code.

 

(b) As of the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, the Company or any holder of
a Company RSU Award, each Company RSU Award that is outstanding immediately prior to the Effective Time shall be converted into an Acquiror
RSU Award with substantially the same terms and conditions as were applicable to such Company RSU Award immediately prior to the Effective
Time, including with respect to vesting and termination-related provisions, except that such Acquiror RSU Award shall be comprised of
that number of Acquiror RSUs as is equal to the product of (i) the number of Company RSUs subject to such Company RSU Award immediately
prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional restricted stock units rounded down to
the nearest whole restricted stock unit.

 

(c) The Company shall take all actions necessary to permit the treatment of Company Awards pursuant to this Section 3.3
in accordance with the Company Incentive Plan and the applicable award agreements and the Company and Acquiror shall ensure that no Acquiror
Option may be exercised prior to the effective date of an applicable Form S-8 (or other applicable form, including Form S-1 or Form S-3)
of Acquiror. The Board of Directors of the Company shall amend the Company Incentive Plan and take all other necessary actions, effective
as of immediately prior to the Closing, in order to provide that no new Company Awards will be granted under the Company Incentive Plan.

 

Section 3.4. Earnout.

 

(a) If, at any time during the seven (7) years following the Closing Date, the VWAP of Acquiror Common Stock is greater than or equal
to $12.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first
satisfied, the “First Earnout Achievement Date”), subject to Section 3.1, Acquiror shall promptly issue
to holders of Company Capital Stock, Acquiror Options (excluding, for the avoidance of doubt, any Acquiror Options that have been forfeited
or cancelled at any time from the Effective Time through the First Earnout Achievement Date without having been exercised) and Acquiror
RSUs (excluding, for the avoidance of doubt, any Acquiror RSUs that have been forfeited or cancelled at any time from the Effective Time
through the First Earnout Achievement Date without having been settled) an aggregate of 3,333,333 Earnout Shares.

 

(b) If, at any time during the seven (7) years following the Closing, the VWAP of Acquiror Common Stock is greater than or equal
to $15.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first
satisfied, the “Second Earnout Achievement Date”), subject to Section 3.1, Acquiror shall promptly issue
to holders of Company Capital Stock, Acquiror Options (excluding, for the avoidance of doubt, any Acquiror Options that have been forfeited
or cancelled at any time from the Effective Time through the Second Earnout Achievement Date without having been exercised) and Acquiror
RSUs (excluding, for the avoidance of doubt, any Acquiror RSUs that have been forfeited or cancelled at any time from the Effective Time
through the Second Earnout Achievement Date without having been settled) an aggregate of 3,333,333 Earnout Shares.

 

(c) If, at any time during the seven (7) years following the Closing, the VWAP of Acquiror Common Stock is greater than or equal to
$17.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first
satisfied, the “Third Earnout Achievement Date”), subject to Section 3.1, Acquiror shall promptly issue
to holders of Company Capital Stock, Acquiror Options (excluding, for the avoidance of doubt, any Acquiror Options that have been forfeited
or cancelled at any time from the Effective Time through the Third Earnout Achievement Date without having been exercised) and Acquiror
RSUs (excluding, for the avoidance of doubt, any Acquiror RSUs that have been forfeited or cancelled at any time from the Effective Time
through the Third Earnout Achievement Date without having been settled) an aggregate of 3,333,334 Earnout Shares.

 

(d) For the avoidance of doubt, the holders of Company Capital Stock immediately prior to the Closing and Acquiror Options and Acquiror
RSUs at the First Earnout Achievement Date, Second Earnout Achievement Date and Third Earnout Achievement Date, as applicable, shall
be entitled to receive the shares of Acquiror Common Stock described in Section 3.4(a), Section 3.4(b) and Section 3.4(c)
only upon the occurrence of the First Earnout Achievement Date, the Second Earnout Achievement Date and the Third Earnout Achievement
Date, respectively; provided, however, that each such date shall only occur once, if at all, and in no event shall such
holders be collectively entitled to receive more than an aggregate of 10,000,000 shares of Acquiror Common Stock.

 

(e) In the event that there is a Change of Control after the Closing and prior to the date that is seven (7) years following the Closing
Date to the extent they have not already occurred, the First Earnout Achievement Date, the Second Earnout Achievement Date and the Third
Earnout Achievement Date shall be deemed to occur on the day prior to the closing of such Change of Control, and (A) Acquiror shall issue
the shares of Acquiror Common Stock issuable pursuant to this Section 3.4, on the date prior to the closing of such Change
of Control (to the extent such shares of Acquiror Common Stock have not previously been issued), and (B) thereafter, the obligations
in this Section 3.4 shall terminate and no longer apply.

 

(f)  The Acquiror Common Stock price targets set forth in Section 3.4 shall be equitably adjusted for stock splits, reverse stock
splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes
or transactions with respect to the Acquiror Common Stock occurring on or after the Closing (other than the transactions contemplated
by this Agreement).

 

 

(g) If the First Earnout Achievement Date, Second Earnout Achievement Date, Third Earnout Achievement Date or Change of Control has
not occurred after the Closing and prior to the date that is seven (7) years following the Closing Date, the obligations in Section 3.4
shall terminate and no longer apply.

 

(h) Any issuance of Earnout Shares in respect of Company Capital Stock to holders of such Company Capital Stock hereunder shall be
treated as comprised of two components, respectively a principal component and an interest component, the amounts of which shall be determined
as provided in Reg. §1.483-4(b) example (2) using the 3-month test rate of interest provided for in Reg. §1.1274-4(a)(1)(ii)
employing the semi-annual compounding period. As to each such issuance of Earnout Shares hereunder in respect of Company Capital Stock
to each holder of such Company Capital Stock outstanding immediately prior to the Effective Time, Earnout Shares representing the principal
component (with a value equal to the principal component) and Earnout Shares representing the interest component (with a value equal
to the interest component) shall be represented by separate share certificates.

 

Section 3.5. Withholding. Notwithstanding any other provision of this Agreement, Acquiror, the Company and the Exchange Agent, as applicable,
shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement such Taxes as are required to be deducted
and withheld from such amount under the Code or any other applicable Law (as reasonably determined by Acquiror, the Company, or the Exchange
Agent, respectively); provided that Acquiror (including on behalf of the Exchange Agent) shall use commercially reasonable efforts
to provide the Company with at least ten (10) days prior written notice of any amounts that it intends to withhold in connection with
the payment of the Aggregate Merger Consideration, and the basis for such withholding, and will reasonably cooperate with the Company
to reduce or eliminate any applicable withholding. To the extent that any amounts are so deducted and withheld and remitted to the appropriate
Governmental Authority, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to
the Person in respect of which such deduction and withholding was made.

 

Section 3.6.
Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock issued and
outstanding immediately prior to the Effective Time (other than Treasury Shares) and held by a holder who has not voted in favor of adoption
of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and demanded appraisal of
such shares pursuant to, and complies in all respects with Section 262 of the DGCL (such shares of Company Capital Stock being referred
to collectively as the “Dissenting Shares” until such time as such holder
fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares)
shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only
such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such
holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL,
or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of
the DGCL, such shares of Company Capital Stock shall be treated as if they had been converted as of the Effective Time into the right
to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such
shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company
Capital Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior
to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably
conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any
such demands.

 

Article IV

 

REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

 

Except
as set forth in the disclosure letter delivered to Acquiror and Merger Sub by the Company on the date of this Agreement (the “Company
Disclosure Letter
”) (each section of which, subject to Section 11.9, qualifies the correspondingly numbered
and lettered representations in this Article IV), the Company represents and warrants to Acquiror and Merger Sub as follows:

 

Section 4.1. Company Organization. The Company has been duly formed or organized and is validly existing as a corporation in good standing
under the Laws of its jurisdiction of incorporation or organization, and has the requisite company or corporate power, as applicable,
and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The
Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the
Company to Acquiror, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial
corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities
is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed
or qualified or in good standing would not have, or would not reasonably be expected to be, individually or in the aggregate, material
to the business of the Company and its Subsidiaries, taken as a whole.

 

Section 4.2. Subsidiaries. A complete list of each Subsidiary of the Company and its jurisdiction of incorporation, formation or organization,
as applicable, is set forth on Section 4.2 of the Company Disclosure Letter. The Subsidiaries of the Company have been duly
formed or organized and are validly existing under the Laws of their jurisdiction of incorporation or organization and have the requisite
power and authority to own, lease or operate all of their respective properties and assets and to conduct their respective businesses
as they are now being conducted. True, correct and complete copies of the Governing Documents of the Company’s Subsidiaries, in
each case, as amended to the date of this Agreement, have been previously made available to Acquiror by or on behalf of the Company.
Each Subsidiary of the Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other
entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require
it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good
standing would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 

Section 4.3. Due Authorization.

 

(a) Other than the adoption and approval by the Requisite Company Stockholders of this Agreement and the other documents to which
the Company is a party as contemplated hereby and the transactions contemplated by this Agreement and thereby, including the Merger (the
Company Stockholder Approval”), the Company has all requisite company or corporate power, as applicable, and authority
to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, and (ii) (subject to the
approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of
its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is
a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized
and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary
to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. This Agreement has been, and
on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed
and delivered by the Company and this Agreement constitutes, and at or prior to the Closing, the other documents to which the Company
is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar
Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

 

(b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining
that it is in the best interests of the Company and its stockholders, and declaring advisable, to enter into this Agreement and the other
documents to which the Company is a party contemplated hereby, (ii) approving the execution, delivery and performance by the Company
of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby
and thereby and (iii) recommending the adoption and approval of this Agreement and the other documents to which the Company is a party
as contemplated hereby and the transactions contemplated hereby and thereby by the Company’s stockholders. No other corporate action
is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company
is a party contemplated hereby or to approve the Merger other than the Company Stockholder Approval. The Company Stockholder Approval
will be duly and validly obtained in accordance with applicable Law (including the DGCL) and the Governing Documents of the Company upon
the execution and delivery of the Written Consent pursuant to the terms of this Agreement, and, when delivered, the Written Consent will
constitute the irrevocable Company Stockholder Approval.

 

 

Section 4.4.
No Conflict. Subject to the receipt of the Governmental Authorizations set forth in Section 4.5 of the Company Disclosure
Letter and except as set forth on Section 4.4 of the Company Disclosure Letter, the execution and delivery by the Company
of this Agreement and the documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated
hereby and thereby do not and will not (a) violate or conflict with any provision of, or result in the breach of, or default under,
the Governing Documents of the Company, (b) violate or conflict with any provision of, or result in the breach of, or default under,
any Law or Governmental Order applicable to the Company or any of the Company’s Subsidiaries, (c) violate or conflict with
any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under
any Contract of the type described in Section 4.12(a) to which the Company or any of the Company’s Subsidiaries is
a party or by which the Company or any of the Company’s Subsidiaries may be bound, or terminate or result in the termination of
any such foregoing Contract or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or
assets of the Company or any of the Company’s Subsidiaries, except, in the case of clauses (b) through (d), to the extent
that the occurrence of the foregoing would not (i) have, or would not reasonably be expected to have, individually or in the aggregate,
a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement or (ii) be
material to the business of the Company and its Subsidiaries, taken as a whole.

Section 4.5. Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Acquiror
contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification
to, any Governmental Authority (each, a “Governmental Authorization”) is
required on the part of the Company or its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or
the consummation by the Company of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act,
(b) any Governmental Authorizations, the absence of which would not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the ability of the Company to perform or comply with on a timely basis any material obligation of the
Company under this Agreement or the Ancillary Agreements, or to consummate the transactions contemplated hereby or thereby, or to conduct
the business of the Company and its Subsidiaries as currently conducted in all material respects and (c) the filing of the Merger
Certificate in accordance with the DGCL.

 

Section 4.6. Capitalization of the Company.

 

(a)
As of the date of this Agreement, the authorized equity interests of the Company that are issued and outstanding equity interests of
the Company consist of (i) 8,717,917 shares of Company Common Stock, of which 49,500 shares are subject to a substantial risk of
forfeiture (within the meaning of Section 83 of the Code) (“Company Restricted Stock”), (ii) 5,343,640 shares of Series
A Preferred Stock (the “Series A Preferred Stock”), (iii) 3,839,183 shares of Series B Preferred Stock (the “Series
B Preferred Stock
”) and (iv) 1,113,395 shares of Series C Preferred Stock (the “Series C Preferred Stock”),
and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding
shares of Company Capital Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have
been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set
forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities;
(iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive
right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any
Contract to which the Company is a party or otherwise bound; and (iv) are free and clear of any Liens.

 

 

(b) As of the date of this Agreement, Company Options to purchase 1,204,793 shares of Company Common Stock are outstanding
and 11,553 Company RSUs are outstanding. The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete
list of each current or former employee, consultant or director of the Company or any of its Subsidiaries who, as of the date of this
Agreement, holds a Company Award, number of shares of Company Common Stock subject thereto, vesting schedule and the exercise price thereof.
All Company Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company
Award is subject to terms that are materially different from those set forth in such forms. Each Company Award was validly issued and
properly approved by the Board of Directors of the Company (or appropriate committee thereof).

 

(c) Except as otherwise set forth on Section 4.6(c) of the Company Disclosure Letter, the Company has not granted any
outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible
into or exchangeable or exercisable for shares of Company Capital Stock, any other commitments, calls, conversion rights, rights of exchange
or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance
of additional equity interests, the sale of equity interests, or for the repurchase or redemption of equity interests of the Company
or the value of which is determined by reference to shares of Company Capital Stock or other equity interests of the Company, and there
are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem
or otherwise acquire any shares of Company Capital Stock or other equity interests of the Company.

 

Section 4.7. Capitalization of Subsidiaries.

 

(a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly
authorized and validly issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and
issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the
Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (iii) are
not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right,
subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or
any Contract to which each such Subsidiary is a party or otherwise bound; and (iv) are free and clear of any Liens.

 

(b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such
Subsidiaries free and clear of any Liens other than Permitted Liens.

 

(c)
Except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are no outstanding subscriptions, options,
warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries,
any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law),
plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity
interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined
by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind
which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital
stock.

 

 

Section 4.8. Financial Statements.

 

(a) Attached as Section 4.8(a) of the Company Disclosure Letter are copies of the:

 

(i)  audited consolidated balance sheets and statements of operations, comprehensive loss, changes in redeemable convertible preferred
stock and shareholders’ deficit and cash flows of the Company and its Subsidiaries as of and for the twelve-month periods ending
December 31, 2019, and December 31, 2020, together with the auditor’s reports thereon (collectively with the 2021 Audited Financial
Statements, if delivered pursuant to Section 6.3(d), the “Audited Financial Statements”); and

 

(ii)  consolidated balance sheets and statements of operations, comprehensive loss, changes in redeemable convertible preferred stock
and shareholders’ deficit and cash flows of the Company and its Subsidiaries as of and for the six-month period June 30, 2021 (the
Unaudited Financial Statements” and, together with the Audited Financial Statements, the PCAOB Financial Statements
and the Q3 2021 Financial Statements (if delivered pursuant to Section 6.3(c)) the “Financial Statements”).

 

(b) Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Financial Statements (i) fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates
thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in stockholders’
equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Unaudited Financial Statements
and the Q3 2021 Financial Statements, to normal year-end adjustments and the absence of footnotes), (ii) were prepared in conformity
with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and, in the case
of the Unaudited Financial Statements and the Q3 2021 Financial Statements, the absence of footnotes or the inclusion of limited footnotes),
(iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated
Subsidiaries and (iv) solely with respect to the PCAOB Financial Statements, when delivered by the Company for inclusion in the Registration
Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.3, will comply in all
material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the
Securities Act applicable to a registrant, in effect as of the respective dates thereof.

 

(c)
Neither the Company (including, to the knowledge of the Company, any employee thereof) nor any independent auditor of the Company has
identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls
utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees
who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any
claim or allegation regarding any of the foregoing.

 

 

Section 4.9. No Undisclosed Liabilities. Except as set forth on Section 4.9 of the Company Disclosure Letter, there is no
other liability, debt (including Indebtedness) or obligation of, or claim or judgment against, the Company or any of the Company’s
Subsidiaries (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated,
or due or to become due), except for liabilities, debts, obligations, claims or judgments (a) reflected or reserved for on the Financial
Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the
Financial Statements in the ordinary course of business, consistent with past practice, of the Company and its Subsidiaries or (c) that
will be discharged or paid off prior to or at the Closing.

 

Section 4.10. Litigation and Proceedings. Except as set forth on Section 4.10 of the Company Disclosure Letter, as of the
date hereof (a) there are no pending or, to the knowledge of the Company, threatened, lawsuits, actions, suits, judgments, claims,
proceedings or any other Actions (including any investigations or inquiries initiated, pending or threatened by any Governmental Authority),
or other proceedings at law or in equity (collectively, “Legal Proceedings”),
against the Company or any of the Company’s Subsidiaries or their respective properties or assets, directors, managers, officers
or employees (in their capacity as such); and (b) there is no outstanding Governmental Order imposed upon the Company or any of
the Company’s Subsidiaries; nor are any properties or assets of the Company or any of the Company’s Subsidiaries’ respective
businesses bound or subject to any Governmental Order, except, in each case, as would not be, or would not reasonably be expected to
be, material to the business of the Company and its Subsidiaries, taken as a whole.

 

Section 4.11. Legal Compliance.

 

(a) Each of the Company and its Subsidiaries is, and for the prior three (3) years has been, in compliance with all applicable Laws
in all material respects.

 

(b) The Company and its Subsidiaries maintain a program of policies, procedures and internal controls reasonably designed and implemented
to (i) prevent the use of the products and services of the Company and its Subsidiaries in a manner that violates applicable Law (including
money laundering or fraud) and (ii) otherwise provide reasonable assurance that violation of applicable Law by any of the Company’s
or its Subsidiaries’ directors, officers, employees or its or their respective agents, representatives or other Persons, acting
on behalf of the Company or any of the Company’s Subsidiaries, will be prevented, detected and deterred.

 

(c) For the past three (3) years, none of the Company or any of its Subsidiaries or any of the officers, directors or employees thereof
acting in such capacity has received any written notice of, or been charged with, the violation of any Laws, except where such violation
has not been material to the business of the Company and its Subsidiaries, taken as a whole.

 

Section 4.12.
Contracts; No Defaults.

 

(a) Section 4.12(a) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i)
through (xvi) below to which, as of the date of this Agreement, the Company or any of the Company’s Subsidiaries
is a party or by which they are bound, other than a Company Benefit Plan (except with respect to clauses (vii) and (viii) below).
True, correct and complete copies of the Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously
been delivered to or made available to Acquiror or its agents or representatives, together with all amendments thereto.

 

(i)  Any primary or master supply or master services Contract or similar Contract with any of the Top U&G Customers, Top C&I
Customers and Top Vendors, but excluding any non-disclosure agreements, purchase orders, sales acknowledgements or similar Contracts
entered into with such counter-parties in connection with, relating to or resulting from such primary or master supply or master services
Contracts;

 

(ii)  Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract
for money borrowed by the Company or any of the Company’s Subsidiaries, including any agreement or commitment for future loans,
credit or financing and any agreement pursuant to which the Company or any of the Company’s Subsidiaries granted a Lien on its
assets, whether tangible or intangible, to secure any Indebtedness, in each case, in excess of $250,000;

 

(iii)  Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the
Company or any of its Subsidiaries in the last five (5) years involving payments in excess of $100,000, in each case, other than Contracts
(A) in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing or (B) between
the Company and its Subsidiaries;

 

(iv)  Each (A) Real Property Lease and (B) lease, rental or occupancy agreement, installment and conditional sale agreement, and other
Contract that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal
property that involves aggregate payments in excess of $250,000 in any calendar year;

 

(v) Each Contract involving the formation of a (A) joint venture, (B) partnership, or (C) limited liability company, in each case
providing for the sharing of revenues, profits, losses or costs (excluding, in the case of clauses (B) and (C), any Subsidiary of
the Company);

 

(vi) 
Contracts (other than employment agreements, employee confidentiality and invention assignment agreements, equity or incentive
equity documents and Governing Documents) between the Company and its Subsidiaries, on the one hand, and Affiliates of the Company or
any of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries), the officers and managers
(or equivalents) of the Company or any of the Company’s Subsidiaries, the members or stockholders of the Company or any of the
Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a member of the immediate family
of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”);

 

 

(vii) Employment agreements or offer letters (or forms thereof) with each current executive officer (as defined in Rule 3b-7 under the
Exchange Act) of the Company or its Subsidiaries, and service agreements with each director of the Company;

 

(viii)  Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provide for change in
control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions
contemplated hereby;

 

(ix)  Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the
right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any
material respect or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct
their business with any Person in any geographic area in any material respect;

 

(x) Any Collective Bargaining Agreement;

 

(xi)  Each Contract (including license agreements, coexistence agreements, settlement agreements, and agreements with applicable covenants
not to sue) pursuant to which the Company or any of the Company’s Subsidiaries (i) grants to a third Person any material rights,
or materially restricts any third Person, with respect to any Company Owned IP (other than non-exclusive licenses granted in the ordinary
course of business on the Company’s standard form terms provided to Acquiror for review prior to the date of this Agreement) or
(ii) is granted by a third Person any material rights, or is materially restricted, with respect to Intellectual Property, other
than, in respect of this subclause (ii), (A) Contracts granting nonexclusive rights to use commercially available off-the-shelf software
having a replacement cost or annual license fee of less than $250,000, (B) Open Source Licenses, (C) non-disclosure agreements entered
into in the ordinary course of business, and (D) Contracts with employees, independent contractors and consultants assigning inventions
developed in the provision of services for the Company that are entered into in the ordinary course of business substantially on the
Company’s form proprietary information and inventions agreements provided to Acquiror for review prior to the date of this Agreement;

 

(xii) Each Contract requiring capital expenditures by the Company or any of the Company’s Subsidiaries after the date of this
Agreement in an amount in excess of $250,000 in any calendar year;

 

(xiii)  Any Contract that (A) grants to any third Person any “most favored nation rights” or (B) grants to any third
Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments
to the Company and its Subsidiaries in excess of $250,000 in any calendar year;

 

 

(xiv)  Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal, first offer or similar
preferential right to purchase or acquire equity interests in the Company or any of the Company’s Subsidiaries;

 

(xv)  Contracts, other than any Contracts of the type described in clauses (i) through (xiv) above, which involves payments from or
to the Company in excess of $250,000 during the trailing twelve months for the period ending September 30, 2021; and

 

(xvi)  Any outstanding written commitment to enter into any Contract of the type described in clauses (i) through (xv) of
this Section 4.12(a).

 

(b) Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date, all of the
Contracts listed pursuant to Section 4.12(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represent
the legal, valid and binding obligations of the Company or the Subsidiary of the Company party thereto and, to the knowledge of the Company,
represent the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such
breach or default or failure to perform would not be material to the Company and its Subsidiaries, taken as a whole, (x) the Company
and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Contracts
listed pursuant to Section 4.12(a), and neither the Company, the Company’s Subsidiaries, nor, to the knowledge of the Company,
any other party thereto is in breach of or default under any such Contract, (y) during the last twelve (12) months, neither
the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under
any such Contract, and (z) to the knowledge of the Company, no event has occurred which individually or together with other events,
would reasonably be expected to result in a breach of or a default under any such Contract by the Company or its Subsidiaries or, to
the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both).

 

Section 4.13. Company Benefit Plans.

 

(a)
Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Company
Benefit Plan (other than any individual employment agreements, offer letters, equity award agreements or similar agreements that do not
materially deviate from the forms set forth on Section 4.13(a) of the Company Disclosure Letter). For purposes of this Agreement,
a “Company Benefit Plan” means an “employee benefit plan” as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”)
or any other plan, policy, program or agreement (including any employment, bonus, incentive or deferred compensation, employee loan,
note or pledge agreement, equity or equity-based compensation, severance, retention, supplemental retirement, change in control or similar
plan, policy, program or agreement) providing compensation or other benefits to any current or former director, officer, individual consultant,
worker or employee, which are maintained, sponsored or contributed to by the Company or any of the Company’s Subsidiaries, or to
which the Company or any of the Company’s Subsidiaries is a party or has or may have any liability, and in each case whether or
not (i) subject to the Laws of the United States, (ii) in writing or (iii) funded, but excluding in each case any statutory
plan, program or arrangement that is required under applicable law and maintained by any Governmental Authority. With respect to each
material Company Benefit Plan, the Company has made available to Acquiror, to the extent applicable, true, complete and correct copies
of (A) such Company Benefit Plan (or, if not written a written summary of its material terms) and all plan documents, trust agreements,
insurance Contracts or other funding vehicles and all amendments thereto, (B) the most recent summary plan description, including
any summary of material modifications, (C) the most recent annual report (Form 5500 series) filed with the IRS with respect
to such Company Benefit Plan, (D) the most recent actuarial report or other financial statement relating to such Company Benefit
Plan, (E) the most recent discrimination tests required under the Code for each Company Benefit Plan intended to be qualified under Section
401(a) of the Code, (F) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit
Plan and any pending request for such a determination letter, and (G) a copy of all material correspondence (other than correspondence
in the ordinary course) with any Governmental Authority relating to a Company Benefit Plan received or sent within the last three years.

 

 

(b) Except as set forth on Section 4.13(b) of the Company Disclosure Letter, (i) each Company Benefit Plan has been
operated and administered in compliance with its terms and all applicable Laws, including ERISA and the Code, in all material respects;
(ii) in all material respects, all contributions required to be made with respect to any Company Benefit Plan on or before the date
hereof have been made and all obligations in respect of each Company Benefit Plan as of the date hereof have been accrued and reflected
in the Company’s financial statements to the extent required by GAAP; (iii) each Company Benefit Plan which is intended to
be qualified within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the
IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to the knowledge of the Company, no fact or
event has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan.

 

(c) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer
Plan
”) or other pension plan that is subject to Title IV of ERISA (“Title
IV Plan
”), and neither the Company nor any of its ERISA Affiliates has sponsored or contributed to, been required to
contribute to, or had any actual or contingent liability under, a Multiemployer Plan or Title IV Plan at any time within the previous
six (6) years. Neither the Company nor any of its ERISA Affiliates has incurred any withdrawal liability under Section 4201
of ERISA that has not been fully satisfied.

 

(d) With respect to each Company Benefit Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary
course) are pending or, to the knowledge of the Company, threatened, and to the knowledge of the Company, no facts or circumstances exist
that would reasonably be expected to give rise to any such actions, suits or claims.

 

(e) No Company Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees
or former employees of the Company or any Subsidiary for periods extending beyond their retirement or other termination of service, other
than (i) coverage mandated by applicable Law, (ii) death benefits under any “pension plan,” (iii) benefits
the full cost of which is borne by the current or former employee (or his or her beneficiary) or (iv) coverage through the end of the
month in which such retirement or termination of service occurs.

 

 

(f)  Except as set forth on Section 4.13(f) of the Company Disclosure Letter, the consummation of the transactions contemplated
hereby will not, either alone or in combination with another event (such as termination following the consummation of the transactions
contemplated hereby), (i) entitle any current or former employee, officer or other service provider of the Company or any Subsidiary
of the Company to any severance pay or any other compensation or benefits payable or to be provided by the Company or any Subsidiary
of the Company (other than statutory severance or termination payments that are required solely by reason of applicable Law), (ii) accelerate
the time of payment, funding or vesting, or increase the amount of compensation or benefits due any such employee, officer or other individual
service provider by the Company or a Subsidiary of the Company, or (iii) accelerate the vesting and/or settlement of any Company Award.
The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, result in any “excess
parachute payment” under Section 280G of the Code. No Company Benefit Plan provides for a Tax gross-up, make whole or similar payment
with respect to the Taxes imposed under Sections 409A or 4999 of the Code.

 

(g) All Company Awards have been granted in accordance with the terms of the Company Incentive Plan. Each Company Option has been
granted with an exercise price that is no less than the fair market value of the underlying Company Common Stock on the date of grant,
as determined in accordance with Section 409A of the Code, as well as Section 422 of the Code if applicable. Each Company Option is intended
to be exempt from Section 409A of the Code and has been maintained in a manner consistent with that intent. The Company has made available
to Acquiror, accurate and complete copies of (i) the Company Incentive Plan, (ii) the forms of standard award agreement under the Company
Incentive Plan, (iii) copies of any award agreements that materially deviate from such forms and (iv) a list of all outstanding equity
and equity-based awards granted under the Company Incentive Plan, together with the material terms thereof (including but not limited
to grant date, exercise price, vesting terms, expiration date, and number of shares underlying such award). The treatment of Company
Awards under this Agreement does not violate the terms of the Company Incentive Plan or any Contract governing the terms of such awards.

 

(h) Each “nonqualified deferred compensation plan” subject to Section 409A of the Code, if any, is maintained in all material
respects in documentary and operational compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance
thereunder.

 

(i)  There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule
3b-7 under the Exchange Act) or director of the Company.

 

(j)  To the knowledge of the Company, an election under Section 83(b) of the Code has been validly and timely made with respect to
each grant of Company Restricted Stock, except as set forth in Section 4.13(j) of the Company Disclosure Letter.

 

Section 4.14. Labor Relations; Employees.

 

(a)
(i) Neither the Company nor any of its Subsidiaries is a party to or bound by any Collective Bargaining Agreement with any labor or trade
union, works council, employee representative body or labor organization or association (collectively, a “Labor Organization”),
(ii) no such Collective Bargaining Agreement is being negotiated by the Company or any of the Company’s Subsidiaries, (iii) no
employees of the Company or any of its Subsidiaries are represented by any Labor Organization with respect to their employment with the
Company or its Subsidiaries, and (iv) no Labor Organization has, to the knowledge of the Company, requested or made a pending demand
for recognition or certification or sought to organize or represent any of the employees of the Company or its Subsidiaries with respect
to their employment with the Company or its Subsidiaries.

 

(b) In the past three (3) years, there has been no actual or, to the knowledge of the Company, threatened unfair labor practice
charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout, picketing, hand billing, or other material
labor dispute against or affecting the Company or any Subsidiary of the Company.

 

(c) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any
breach or other violation of any Collective Bargaining Agreement. There is no labor organization or other representative of any employees
of the Company, which, pursuant to applicable Law or any Collective Bargaining Agreement or other contract, must be notified, consulted
or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement.

 

(d) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable
Laws respecting labor and employment, including, but not limited to, all Laws respecting terms and conditions of employment, health and
safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both
exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination,
disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation,
labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected
to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries.

 

(e)
Except as set forth on Section 4.14(e) of the Company Disclosure Letter, in the past three (3) years, the Company and its
Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before
the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or
arbitrations arising out of any Collective Bargaining Agreement or any other complaints, grievances or arbitration procedures against
them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity
Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the
intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration,
or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation
is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of
any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express
or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful
or tortious conduct in connection with the employment relationship.

 

 

(f)  The Company and its Subsidiaries are not currently (i) required to comply with Executive Order 11246 or any other applicable Law
requiring affirmative action or other employment-related actions for government contractors or subcontractors, or (ii) otherwise required
to maintain an affirmative action plan; and, within the past three (3) years, neither the Company nor any of its Subsidiaries has received
any written notice of, or been charged with, any violation of any requirement to maintain an affirmative action plan.

 

(g) To the knowledge of the Company, no current employee, worker or independent contractor of the Company or any of the Company’s
Subsidiaries’ is in material violation of any material term of any employment agreement, restrictive covenant, nondisclosure obligation,
fiduciary duty or similar obligation (i) to the Company or any of the Company’s Subsidiaries or (ii) to a former employer or engager
of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of
the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information.

 

(h) The Company is not party to a settlement agreement with a current or former officer, employee or independent contractor of the
Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment by any(i) officer of the Company
or any of the Company’s Subsidiaries or (ii) employee of the Company or any of the Company’s Subsidiaries at the level of
Vice President or above. In the last three (3) years, no allegations of sexual harassment have been made against any (i) officer of the
Company or any of the Company’s Subsidiaries in his or her capacity as such or (ii) employee of the Company or any of the Company’s
Subsidiaries at the level of Vice President or above.

 

(i)  The Company and its Subsidiaries are, and in the past three (3) years have been, in compliance in all material respects with all
notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988 and any similar foreign, state or local
law relating to plant closings and layoffs. Except as set forth on Section 4.14(i) of the Company Disclosure Letter, the
Company and its Subsidiaries have not engaged in broad-based layoffs, furloughs, employment terminations (other than for cause) or effected
any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020
through the date hereof. The Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the
Company and its Subsidiaries as currently conducted.

 

Section 4.15. Taxes.

 

(a) All income and other material Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have
been timely filed (taking into account any applicable extensions), all such Tax Returns (taking into account all amendments thereto)
are true, complete and accurate in all material respects and all material Taxes due and payable (whether or not shown on any Tax Return)
have been paid, other than Taxes being contested in good faith and for which adequate reserves have been established in accordance with
GAAP.

 

 

(b) The Company and each of its Subsidiaries have withheld from amounts owing to any employee, creditor or other Person all material
Taxes required by Law to be withheld, paid over to the proper Governmental Authority in a timely manner all such withheld amounts required
to have been so paid over, and complied, in all material respects, with all applicable reporting requirements with respect to such Taxes.

 

(c) There are no Liens for any material Taxes (other than Permitted Liens) upon the property or assets of the Company or any of its
Subsidiaries.

 

(d) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed in writing
by any Governmental Authority against the Company or any of its Subsidiaries that remains unresolved or unpaid except for claims, assessments,
deficiencies or proposed adjustments being contested in good faith and for which adequate reserves have been established in accordance
with GAAP.

 

(e) To the knowledge of the Company, there are no ongoing or pending Legal Proceedings with respect to any material Taxes of the Company
or any of its Subsidiaries. There are no waivers, extensions or requests for any waivers or extensions of any statute of limitations
currently in effect with respect to any material Taxes of the Company or any of its Subsidiaries.

 

(f)  No written claim has been made by any Governmental Authority within the last three (3) years in a jurisdiction where the Company
or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation in that jurisdiction.

 

(g) Neither the Company nor any of its Subsidiaries is a party to any Tax indemnification or Tax sharing or similar agreement (other
than any Contract solely between the Company and its existing Subsidiaries or any customary commercial Contract (or Contract entered
into in the ordinary course of business) not primarily related to Taxes).

 

(h) Neither the Company nor any of its Subsidiaries has been a party to any transaction treated by the parties as a distribution of
stock qualifying under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

 

(i)  Neither the Company nor any of its Subsidiaries (i) is liable for Taxes of any other Person (other than the Company and its
Subsidiaries) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee
or successor or by Contract (other than any Contract solely between the Company and its existing Subsidiaries or any customary commercial
Contract (or Contract entered into in the ordinary course of business) not primarily related to Taxes) or (ii) has ever been a member
of an affiliated, consolidated, combined or unitary group filing for U.S. federal, state or local income Tax purposes, other than a group
the common parent of which was or is the Company or any of its Subsidiaries.

 

(j)  To the knowledge of the Company, neither the Company nor any of its Subsidiaries has, or has ever had, a permanent establishment
in any country other than the country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the
country of its organization.

 

(k) Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of
Treasury Regulation Section 1.6011-4(b)(2).

 

(l)  Neither the Company nor any of its Subsidiaries will be required to include any material amount in taxable income, exclude any
material item of deduction or loss from taxable income, or make any adjustment under Section 481 of the Code (or any similar provision
of state, local or foreign Law) for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any
installment sale, material excess loss account or material deferred intercompany transaction described in the Treasury Regulations under
Section 1502 of the Code (or any similar provision of state, local or foreign Law), or open transaction disposition made prior to the
Closing outside the ordinary course of business, (ii) any prepaid amount received or deferred revenue recognized prior to the Closing
outside the ordinary course of business, (iii) any change in method of accounting for a taxable period ending on or prior to the
Closing Date, (iv) any “closing agreement” described in Section 7121 of the Code (or any similar provision of state,
local or foreign Law) executed prior to the Closing, or (v) by reason of Section 965(a) of the Code or election pursuant to
Section 965(h) of the Code (or any similar provision of state, local or foreign Law).

 

(m)  Neither the Company nor any of its Subsidiaries has deferred the employer’s share of any “applicable employment taxes”
under Section 2302 of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”), failed in
any material respect to properly comply with and duly account for all credits received under Sections 7001 through 7005 of the Families
First Coronavirus Response Act and Section 2301 of the CARES Act, or sought, or intends to seek, a covered loan under paragraph (36)
of Section 7(a) of the Small Business Act (15 U.S.C. § 636(a)).

 

(n) The Company and each of its Subsidiaries has complied, in all material respects, with Laws relating to escheat and unclaimed property.

 

(o) The Company has not taken any action or knowingly failed to take any action, nor to the knowledge of the Company or any of its
Subsidiaries, are there any facts or circumstances, which action, inaction, facts, or circumstances could reasonably be expected to prevent
the Merger from qualifying for the Intended Tax Treatment.

 

Section 4.16. Brokers’ Fees. No broker, finder, investment banker or other Person (except the Person(s) set forth on Section 4.16
of the Company Disclosure Letter) is entitled to any brokerage fee, finders’ fee or other commission in connection with the
transactions contemplated hereby based upon arrangements made by the Company, any of the Company’s Subsidiaries’ or any of
their Affiliates for which Acquiror, the Company or any of the Company’s Subsidiaries has any obligation.

 

Section 4.17.
Insurance. The Company and its Subsidiaries are insured against such risks and in such amounts as the management of the Company
reasonably has determined to be prudent and consistent with industry practice. Section 4.17 of the Company Disclosure Letter
contains a list of, as of the date hereof, all material policies or binders of property, fire and casualty, product liability, workers’
compensation, and other forms of insurance held by, or for the benefit of, the Company or any of the Company’s Subsidiaries as
of the date of this Agreement. True, correct and complete copies of such insurance policies as in effect as of the date hereof have previously
been made available to Acquiror. All such insurance policies are in full force and effect, all premiums due thereunder have been paid,
and no notice of cancellation or termination has been received by the Company or any of the Company’s Subsidiaries with respect
to any such policy. Except as disclosed on Section 4.17 of the Company Disclosure Letter, no insurer has denied or disputed
coverage of any material claim under an insurance policy during the last twelve (12) months.

 

 

Section 4.18. Licenses. The Company and its Subsidiaries have obtained, and maintain, all of the material Licenses required to permit
the Company and its Subsidiaries to acquire, originate, own, operate, use and maintain their assets in the manner in which they are now
operated and maintained and to conduct the business of the Company and its Subsidiaries as currently conducted. Each material License
held by the Company or any of the Company’s Subsidiaries is and has been for the past three (3) years valid, binding and in full
force and effect, and each of the Company and its Subsidiaries is and has been during the past three (3) years in compliance with all
such Licenses. Neither the Company nor any of its Subsidiaries (a) is or has been during the past three (3) years in default or
violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation)
in any material respect of any term, condition or provision of any material License to which it is a party, (b) is or has been during
the past three (3) years the subject of any pending or threatened Action by a Governmental Authority seeking the cancellation, revocation,
suspension, termination, limitation, suspension, modification, or impairment of any material License or (c) has received any notice
that any Governmental Authority that has issued any material License intends to cancel, terminate, revoke, limit, suspend, condition,
modify or not renew any such material License, except to the extent such material License may be amended, replaced, or reissued as a
result of and as necessary to reflect the transactions contemplated hereby, or as otherwise disclosed in Section 4.4 of the Company
Disclosure Letter; provided such amendment, replacement, or reissuance does not materially adversely affect the continuous conduct
of the business of the Company and its Subsidiaries as currently conducted from and after Closing. Section 4.18 of the Company
Disclosure Letter sets forth a true, correct and complete list of material Licenses held by the Company or its Subsidiaries.

 

Section 4.19. Equipment and Other Tangible Property. The Company or one of its Subsidiaries owns and has good title to, and has the legal
and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment
and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries,
free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company
and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable
for their present use.

 

Section 4.20. Real Property.

 

(a) Section 4.20(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this
Agreement of all Leased Real Property and all Real Property Leases (as hereinafter defined) pertaining to such Leased Real Property.
With respect to each parcel of Leased Real Property:

  

(i)  The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of
all Liens, except for Permitted Liens.

 

(ii)  The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under
such Real Property Leases has not been materially disturbed.

 

(iii)  The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, licenses, lease guaranties,
subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to
the Company and its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real
Property Leases
”), and none of such Real Property Leases have been modified in any material respect, except to the extent
that such modifications have been disclosed by the copies delivered to Acquiror.

 

(iv)  The Company and its Subsidiaries are in material compliance with all Liens, encumbrances, easements, restrictions, and other matters
of record affecting the Leased Real Property, and neither the Company nor any of its Subsidiaries has received any notice alleging any
default or breach under any of such Liens, encumbrances, easements, restrictions, or other matters and, to the knowledge of the Company,
no default or breach, nor any event that with notice or the passage of time would result in a default or breach, by any other contracting
parties has occurred thereunder. To the knowledge of the Company, there are no material disputes with respect to such Real Property Leases.

 

(v) As of the date of this Agreement, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased
Real Property or any portion thereof.

 

(vi)  Neither the Company nor any of its Subsidiaries have received written notice of any current condemnation proceeding or proposed
similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property.

 

(b) None of the Company or any of its Subsidiaries owns any Owned Real Property.

 

(c) Other than as set forth on Section 4.20(c) of the Company Disclosure Letter, no consent by the landlord under any Real
Property Lease is required in connection with the consummation of the transactions contemplated hereby.

 

Section 4.21. Intellectual Property.

 

(a)
Section 4.21(a) of the Company Disclosure Letter lists each item of Company Owned IP as of the date of this Agreement that
is registered or applied-for with a Governmental Authority or other applicable registrar, whether applied for or registered in the United
States or internationally as of the date of this Agreement (“Company Registered Intellectual
Property
”). The Company or one of the Company’s Subsidiaries is the sole and exclusive beneficial owner, and with
respect to Company Registered Intellectual Property record owner, of all material Company Owned IP. All Company Registered Intellectual
Property is subsisting and, to the knowledge of the Company, (excluding any pending applications included in the Company Registered Intellectual
Property) is valid and enforceable.

 

 

(b) Except as would not be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company or one of its
Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), or has a valid right to use, all Intellectual Property reasonably
necessary for the continued conduct of the business of the Company and its Subsidiaries in substantially the same manner as such business
has been operated during the last twelve (12) months; provided that the foregoing shall not be deemed a representation or
warranty regarding non-infringement, validity or enforceability of Intellectual Property.

 

(c) The Company and its Subsidiaries have not, within the past three (3) years, infringed, misappropriated or otherwise violated and,
as of the date of this Agreement, are not infringing upon, misappropriating or otherwise violating any Intellectual Property of any third
Person in any material respect. There is no Action pending to which the Company or such Subsidiary of the Company is a named party, or
threatened in writing, alleging the Company’s or such Subsidiaries’ infringement, misappropriation or other violation of
any Intellectual Property of any third Person in any material respect, or challenging the scope, validity, or enforceability of any Company
Owned IP (other than responses or correspondence from Governmental Authorities in the ordinary course of prosecution of Company Registered
Intellectual Property), and there has not been, within the past three (3) years, any such Action brought or threatened in writing.

 

(d) To the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any material Company Owned IP.
The Company and its Subsidiaries have not initiated any Action or sent to any Person, within the past three (3) years, any written notice,
charge, complaint, claim or other written assertion against such third Person alleging infringement, misappropriation, or other violation
by such third Person of any material Company Owned IP, or challenging the scope, validity, or enforceability of any Intellectual Property
of such third Person.

 

(e) The Company and its Subsidiaries take commercially reasonable measures to protect the confidentiality of trade secrets included
in the Company Owned IP and all other confidential information that is material to the conduct of the business of the Company and its
Subsidiaries. To the knowledge of the Company, there has not been any material unauthorized disclosure of or unauthorized access to any
such trade secrets or material confidential information to or by any Person in a manner that has resulted or may result in the loss of
trade secret protection or other rights in and to such information.

 

(f)  No government funding, nor any facilities of a university, college, other educational institution or research center, was used
in the development of the Company Owned IP.

 

(g)
With respect to the software used or held for use in the business of the Company and its Subsidiaries, no such software that is Company
Owned IP, and to the knowledge of the Company, no such software owned by any third Person, contains any undisclosed or hidden device
or feature designed to disrupt, disable, or otherwise impair the functioning of any software or any “back door,” “time
bomb,” “Trojan horse,” “worm,” “drop dead device,” or other malicious code or routines that
permit unauthorized access or the unauthorized disablement or erasure of such or other software or information or data (or any parts
thereof) of the Company or its Subsidiaries.

 

 

(h) The Company’s and its Subsidiaries’ use and distribution of (i) the software included in the Company Owned IP
(“Company Owned Software”), and (ii) Open Source Materials, is in material compliance with all Open Source Licenses
applicable thereto. None of the Company or any Subsidiary of the Company has used any Open Source Materials in a manner that requires
any Company Owned Software to be subject to Copyleft Terms. The Company has not delivered, licensed or made available, and the Company
has no duty or obligation (whether present, contingent, or otherwise) to deliver, license or make available, the source code for any
Company Owned Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company (or
a contractor of the Company or its Subsidiaries whose license thereto and use thereof is limited to use of such source code on the Company’s
and its Subsidiaries’ behalf).

 

Section 4.22. Privacy and Cybersecurity.

 

(a) The Company and its Subsidiaries are in compliance with, and during the past three (3) years have been in compliance with, (i) all
applicable Laws relating to the privacy and/or security of personal information, (ii) the Company’s and its Subsidiaries’
posted or publicly facing privacy policies, and (iii) the Company’s and its Subsidiaries’ contractual obligations concerning
cybersecurity, data security and the security of the information technology systems used by the Company and its Subsidiaries (the foregoing
clauses (i) through (iii), “Privacy and Cybersecurity Requirements”), other than any non-compliance that, individually
or in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries. There are
not, and have not been in the past three (3) years, any Actions by any Person, or any investigations by any Governmental Authority, pending
to which the Company or any of the Company’s Subsidiaries is a named party or, to the knowledge of the Company, threatened in writing
against the Company or its Subsidiaries alleging a violation of any Privacy and Cybersecurity Requirements.

 

(b) During the past three (3) years, (i) there have been no material breaches of the security of, and (ii) there have been
no failure, breakdown, performance reduction, disruption, or other adverse event that materially adversely affected the Company’s
and its Subsidiaries’ business or operations with respect to, any Company IT Systems owned or controlled by the Company or its
Subsidiaries, or to the knowledge of the Company, those controlled by any third Person. The Company and its Subsidiaries have materially
aligned their cybersecurity practices with relevant industry standards (including by carrying out penetration tests and vulnerability
assessments of the Company IT Systems controlled by the Company or its Subsidiaries and their business environment) and have remediated
any and all material identified vulnerabilities.

 

(c)
The Company and its Subsidiaries have established and at all times maintained, and use all commercially reasonable efforts to ensure
that all third Persons controlling Company IT Systems or processing personal information in connection with a product or service of the
Company or its Subsidiaries have established and maintained, commercially reasonable and legally compliant measures to protect the Company
IT Systems and all trade secrets, material confidential information, and sensitive or personally identifiable information in their possession
or control against unauthorized access, use, modification, disclosure or other misuse, including through written internal and external
policies and procedures, and organizational, administrative, technical and physical safeguards. Neither the Company nor any Subsidiary
of the Company, nor, to the knowledge of the Company, any third Person controlling any Company IT System or processing personal information
on their behalf, has (A) experienced any material incident in which such information was stolen or improperly accessed, including
in connection with a breach of security, or (B) received any written notice or complaint from any Person with respect to any of
the foregoing, nor has any such notice or complaint been threatened in writing against the Company or any of the Company’s Subsidiaries.

 

(d) To the knowledge of the Company, the consummation of the transactions contemplated hereby shall not breach or otherwise cause
any violation in any material respect of any Privacy and Cybersecurity Requirements, or result in the Company or any of its Subsidiaries
being prohibited from receiving or using any personal information in the manner currently received
or used.

 

Section 4.23. Environmental Matters.

 

(a) To the knowledge of the Company, the Company and its Subsidiaries are and, except for matters which have been fully resolved,
have been in material compliance with all Environmental Laws.

 

(b) There has been no material release of any Hazardous Materials by the Company or its Subsidiaries (i) at, in, on or under
any Leased Real Property or in connection with the Company’s and its Subsidiaries’ operations off-site of the Leased Real
Property or (ii) to the knowledge of the Company, at, in, on or under any formerly owned or Leased Real Property during the time
that the Company owned or leased such property or at any other location where Hazardous Materials generated by the Company or any of
the Company’s Subsidiaries have been transported to, sent, placed or disposed of.

 

(c) Neither the Company nor its Subsidiaries are subject to any current Governmental Order relating to any material non-compliance
with Environmental Laws by the Company or its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal
or cleanup of Hazardous Materials.

 

(d) No material Legal Proceeding is pending or, to the knowledge of the Company, threatened with respect to the Company’s and
its Subsidiaries’ compliance with or liability under Environmental Laws, and there are no facts or circumstances which could reasonably
be expected to form the basis of such a Legal Proceeding.

 

(e) The Company has made available to Acquiror all material environmental reports, assessments, audits and inspections and any material
communications or notices from or to any Governmental Authority concerning any material non-compliance of the Company or any of the Company’s
Subsidiaries with, or liability of the Company or any of the Company’s Subsidiaries under, Environmental Law.

 

Section 4.24.
Absence of Changes. From the date of the most recent balance sheet included in the Financial Statements to the date of this Agreement,
there has not been any Company Material Adverse Effect.

 

 

Section 4.25. Anti-Corruption Compliance.

 

(a) For the past three (3) years, neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any
director, officer, employee or agent acting on behalf of the Company or any of the Company’s Subsidiaries, has offered or given
anything of value to: (i) any official or employee of a Governmental Authority, any political party or official thereof, or any
candidate for political office or (ii) any other Person, in any such case while knowing that all or a portion of such money or thing
of value will be offered, given or promised, directly or indirectly, to any official or employee of a Governmental Authority or candidate
for political office, in each case, in violation of the Anti-Bribery Laws.

 

(b) Each of the Company and its Subsidiaries, has instituted and maintains policies and procedures reasonably designed to ensure compliance
in all material respects with the Anti-Bribery Laws.

 

(c) To the knowledge of the Company, as of the date hereof, there are no current or pending internal investigations, third-party investigations
(including by any Governmental Authority), or internal or external audits that address any material allegations or information concerning
possible material violations of the Anti-Bribery Laws related to the Company or any of the Company’s Subsidiaries.

 

Section 4.26. Anti-Money Laundering; Sanctions and International Trade Compliance.

 

(a) The Company and its Subsidiaries (i) are, and have been for the past five (5) years, in compliance in all material respects
with all Anti-Money Laundering Laws, International Trade Laws and Sanctions Laws, and (ii) have obtained all required Licenses,
consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material
filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required
under the International Trade Laws and Sanctions Laws (the “Export Approvals”).
There are no pending or, to the knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures
or Legal Proceedings against the Company or any of the Company’s Subsidiaries related to any Anti-Money Laundering Laws, International
Trade Laws or Sanctions Laws or any Export Approvals.

 

(b) Neither the Company nor any of its Subsidiaries nor any of their respective directors or officers, or to the knowledge of the
Company, employees or any of the Company’s or its Subsidiaries’ respective agents, representatives or other Persons acting
on behalf of the Company or any of the Company’s Subsidiaries, (i) is, or has during the past five (5) years, been a
Sanctioned Person or (ii) has transacted business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned
Country in violation of Sanctions Laws.

 

Section 4.27.
Information Supplied. None of the information supplied or to be supplied by the Company or any of the Company’s Subsidiaries
specifically in writing for inclusion in the Registration Statement will, at the date on which the Proxy Statement/Registration Statement
is first mailed to the Acquiror Stockholders or at the time of the Acquiror Stockholders’ Meeting, contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they are made, not misleading.

 

 

Section 4.28. Customers and Vendors.

 

(a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (i) the top ten (10)
utility and grid operator customers, (ii) the top ten (10) commercial and industrial customers and (iii) the top ten (10) vendors, each
based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during
the trailing twelve months for the period ending September 30, 2021 (each group of persons, respectively, the “Top U&G Customers”,
the “Top C&I Customers” and “Top Vendors”).

 

(b) Except as set forth on Section 4.28(b)(i) of the Company Disclosure Letter, none of the Top U&G Customers, Top C&I
Customers or Top Vendors has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s
Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially
and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the
expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top U&G Customers, Top C&I
Customers or Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company
or its Subsidiaries or their respective businesses. Except as set forth on Section 4.28(b)(ii) of the Company Disclosure Letter,
all of the Top U&G Customers, Top C&I Customers and Top Vendors have executed Contracts with the Company.

 

Section 4.29. Energy Regulatory. Neither the Company nor any of its Subsidiaries (i) is subject to regulation by the Federal Energy Regulatory
Commission (“FERC”) as a “public utility”, “electric utility company”, “public-utility
company” or “holding company” within the meaning of the, as applicable, Federal Power Act, as amended (“FPA”),
or Public Utility Holding Company Act of 2005, (ii) has previously made at FERC, or currently has on file with FERC, any rate or other
filings under FPA section 205, (iii) is subject to regulation as a “public utility”, “electric utility”, “electric
corporation” or similar term by any state Governmental Authority, or (iv) is subject to regulation as a “public utility”
or similar term by any Canadian Governmental Authority.

 

Section 4.30. No Additional Representation or Warranties. Except as provided in this Article IV, neither the Company nor
any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives
has made, or is making, any representation or warranty whatsoever to Acquiror or Merger Sub or their Affiliates and no such party shall
be liable in respect of the accuracy or completeness of any information provided to Acquiror or Merger Sub or their Affiliates.

 

Article V

 

REPRESENTATIONS
AND WARRANTIES OF ACQUIROR AND MERGER SUB

 

Except
as set forth in (a) in the case of Acquiror, any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding
(i) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements
disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (ii) any exhibits or
other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify
or qualify the representations and warranties set forth in Section 5.8, Section 5.12 and Section 5.15),
or (b) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company (the
Acquiror Disclosure Letter”) on the date of this Agreement (each section
of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V),
Acquiror and Merger Sub represent and warrant to the Company as follows:

 

Section 5.1. Organization. Each of Acquiror and Merger Sub has been duly incorporated, organized or formed and is validly existing as
a corporation or exempted company in good standing (or equivalent status, to the extent that such concept exists) under the Laws of its
jurisdiction of incorporation, organization or formation, and has the requisite company power and authority to own, lease or operate
all of its properties and assets and to conduct its business as it is now being conducted. The copies of Acquiror’s Governing Documents
and the Governing Documents of Merger Sub, in each case, as amended to the date of this Agreement, previously delivered by Acquiror to
the Company, are true, correct and complete. Merger Sub has no assets or operations other than those required to effect the transactions
contemplated hereby. All of the equity interests of Merger Sub are held directly by Acquiror. Each of Acquiror and Merger Sub is duly
licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions in which its ownership of property
or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or
qualified would not reasonably be expected to be, individually or in the aggregate, material to Acquiror.

 

Section 5.2. Due Authorization.

 

(a)
Each of Acquiror and Merger Sub has all requisite company or corporate power, as applicable, and authority to (i) execute and deliver
this Agreement and the other documents to which they are a party contemplated hereby, and (ii) consummate the transactions contemplated
hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement
and the other documents to which Acquiror or Merger Sub is a party contemplated hereby and the consummation of the transactions contemplated
hereby and thereby have been (A) duly and validly authorized and approved by each of the Boards of Directors of Acquiror and Merger
Sub, (B) determined by each of the Boards of Directors of Acquiror and Merger Sub as advisable to Acquiror and the Acquiror Stockholders
and the sole stockholder of Merger Sub, as applicable, and recommended for approval by the Acquiror Stockholders and the sole stockholder
of Merger Sub, as applicable, and (C) duly and validly authorized and approved by Acquiror as the sole stockholder of Merger Sub. No
other company or corporate proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement and the other documents
to which the Acquiror and Merger Sub are party contemplated hereby (other than the Acquiror Stockholder Approval). This Agreement has
been, and at or prior to the Closing, the other documents to which the Acquiror and Merger Sub contemplated hereby will be, duly and
validly executed and delivered by each of Acquiror and Merger Sub, and this Agreement constitutes, and on or prior to the Closing, the
other documents to which the Acquiror and Merger Sub are party contemplated hereby will constitute, a legal, valid and binding obligation
of each of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject,
as to enforceability, to general principles of equity.

 

(b) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present:

 

(i)  the affirmative vote of a majority of the votes cast by holders of outstanding shares of Acquiror Class A Common Stock and Acquiror
Class B Common Stock present in person or represented by proxy at the Acquiror Stockholders’ Meeting and entitled to vote thereon,
voting together as a single class, shall be required to approve the (i) BCA Proposal, (ii) Nasdaq Proposal, (iii) Acquiror Incentive
Plan Proposal and (iv) the Acquiror ESPP Proposal;

 

(ii)  the affirmative vote of (A) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class
B Common Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Acquiror Class B Common
Stock, voting separately as a single class, shall be required to approve the Amendment Proposal; and

 

(iii)  a plurality vote of the votes cast by holders of outstanding shares of Acquiror Class B Common Stock present in person or represented
by proxy at the Acquiror Stockholders’ Meeting and entitled to vote thereon, shall be required to approve the Director Proposal.

 

(c) The foregoing votes are the only votes of any of Acquiror’s share capital necessary in connection with entry into this Agreement
by Acquiror and Merger Sub and the consummation of the transactions contemplated hereby, including the Closing.

 

(d) At a meeting duly called and held, the Board of Directors of Acquiror has unanimously approved the transactions contemplated by
this Agreement as a Business Combination.

 

Section 5.3.
No Conflict. Subject to the Acquiror Stockholder Approval and the receipt of the Governmental Authorizations set forth in Section 4.5
of the Company Disclosure Letter, the execution and delivery of this Agreement by Acquiror and Merger Sub and the other documents
to which Acquiror or Merger Sub is party contemplated hereby by Acquiror and Merger Sub and the consummation of the transactions contemplated
hereby and thereby do not and will not (a) violate or conflict with any provision of, or result in the breach of, or default under,
the Governing Documents of Acquiror or Merger Sub, (b) violate or conflict with any provision of, or result in the breach of, or
default under, any applicable Law or Governmental Order applicable to Acquiror or Merger Sub, (c) violate or conflict with any provision
of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract
to which Acquiror or Merger Sub is a party or by which Acquiror or Merger Sub may be bound, or terminate or result in the termination
of any such Contract or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets
of Acquiror or Merger Sub, except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would
not (i) have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability
of Acquiror or Merger Sub to enter into and perform their obligations under this Agreement or (ii) be material to Acquiror.

 

 

Section 5.4. Litigation and Proceedings. There are no pending or, to the knowledge of Acquiror, threatened Legal Proceedings against
Acquiror or Merger Sub, their respective properties or assets, or, to the knowledge of Acquiror, any of their respective directors, managers,
officers or employees (in their capacity as such). There are no investigations or other inquiries pending or, to the knowledge of Acquiror,
threatened by any Governmental Authority, against Acquiror or Merger Sub, their respective properties or assets, or, to the knowledge
of Acquiror, any of their respective directors, managers, officers or employees (in their capacity as such). There is no outstanding
Governmental Order imposed upon Acquiror or Merger Sub, nor are any assets of Acquiror’s or Merger Sub’s respective businesses
bound or subject to any Governmental Order the violation of which would, individually or in the aggregate, reasonably be expected to
be material to Acquiror. As of the date hereof, each of Acquiror and Merger Sub is in compliance with all applicable Laws in all material
respects. For the past three (3) years, Acquiror and Merger Sub have not received any written notice of or been charged with the
violation of any Laws, except where such violation has not been, individually or in the aggregate, material to Acquiror.

 

Section 5.5. SEC Filings. Acquiror has timely filed or furnished all statements, prospectuses, registration statements, forms, reports
and documents required to be filed by it with the SEC since February 11, 2021, pursuant to the Exchange Act or the Securities Act (collectively,
as they have been amended since the time of their filing through the date hereof, the “Acquiror
SEC Filings
”). Each of the Acquiror SEC Filings, as of the respective date of its filing, and as of the date of any
amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and any rules and regulations promulgated thereunder applicable to the Acquiror SEC Filings. As of the respective date of its filing
(or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the
Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the
date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC
Filings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC
review or investigation as of the date hereof.

 

Section 5.6. Internal Controls; Listing; Financial Statements.

 

(a)
Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging
growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS
Act
”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under
the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Acquiror, including
its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer
by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being
prepared. Such disclosure controls and procedures are effective in timely alerting Acquiror’s principal executive officer and principal
financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act.
Since February 11, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in
Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial
reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP.

 

 

(b) Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a)
of the Exchange Act and the rules and regulations promulgated thereunder. Acquiror has not taken any action prohibited by Section 402
of the Sarbanes-Oxley Act.

 

(c) Since February 11, 2021, Acquiror has complied in all material respects with the applicable listing and corporate governance rules
and regulations of the NASDAQ Capital Market (the “Nasdaq”). The Acquiror
Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the Nasdaq. There
is no Legal Proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to
any intention by such entity to deregister the Acquiror Class A Common Stock or prohibit or terminate the listing of Acquiror Class A
Common Stock on the Nasdaq.

 

(d) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet of Acquiror as of February 17, 2021, together
with the auditor’s reports thereon (the “Acquiror Financial Statements”).
Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the
financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the
respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved
(except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting
requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates
thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and
any other applicable legal and accounting requirements.

 

(e) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7
under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Sarbanes-Oxley
Act.

 

(f) 
Neither Acquiror (including any employee thereof) nor Acquiror’s independent auditors has identified or been made aware
of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any
fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial
statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

 

Section 5.7. Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company
contained in this Agreement, no Governmental Authorization is required on the part of Acquiror or Merger Sub with respect to Acquiror’s
or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for applicable
requirements of the HSR Act, securities Laws and the filing of the Merger Certificate in accordance with the DGCL.

 

Section 5.8. Trust Account. As of the date of this Agreement, Acquiror has at least $345,000,000 in the Trust Account (including, if
applicable, an aggregate of approximately $12,075,000 of deferred underwriting commissions and other fees being held in the Trust Account),
such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of February 11, 2021, between Acquiror
and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”)
(the “Trust Agreement”). There are no separate Contracts, side letters or
other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust
Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding
Acquiror Common Shares sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Common
Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect
to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held
in the Trust Account may be released other than to pay franchise Tax, income Tax and similar obligations and payments with respect to
all Acquiror Share Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect
to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in default,
breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has
occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time,
the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the
Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate
the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the
date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except
to the extent such Acquiror Stockholder is exercising an Acquiror Share Redemption. As of the date hereof, assuming the accuracy of the
representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, neither
Acquiror or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied
or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date.

 

Section 5.9.
Investment Company Act; JOBS Act. Acquiror is not an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of an “investment company,” in each case within the meaning of the Investment Company Act. Acquiror
constitutes an “emerging growth company” within the meaning of the JOBS Act.

 

 

Section 5.10. Absence of Changes. Since February 17, 2021, (a) there has not been any event or occurrence that has had, or would
reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror or Merger Sub
to enter into and perform their obligations under this Agreement and (b) Acquiror and Merger Sub have, in all material respects,
conducted their business and operated their properties in the ordinary course of business consistent with past practice.

 

Section 5.11. No Undisclosed Liabilities. Except for any fees and expenses payable by Acquiror or Merger Sub as a result of or in connection
with the consummation of the transactions contemplated hereby, as of the date of this Agreement, there is no liability, debt or obligation
of or claim or judgment against Acquiror or Merger Sub (whether direct or indirect, absolute or contingent, accrued or unaccrued, known
or unknown, liquidated or unliquidated, or due or to become due), except for liabilities and obligations (a) reflected or reserved
for on the financial statements or disclosed in the notes thereto included in Acquiror SEC Filings, (b) that have arisen since the
date of the most recent balance sheet included in the Acquiror SEC Filings in the ordinary course of business of Acquiror and Merger
Sub, or (c) which would not be, or would not reasonably be expected to be, material to Acquiror. As of the date hereof, there are
no amounts outstanding under any Working Capital Loans.

 

Section 5.12. Capitalization of Acquiror.

 

(a) As of the date of this Agreement, the authorized share capital of Acquiror is $11,100.00 divided into (i) 100,000,000 shares
of Acquiror Class A Common Stock, of which 34,500,000 shares are issued and outstanding, (ii) 10,000,000 shares of Acquiror
Class B Common Stock, of which 8,625,000 shares are issued and outstanding, and (iii) 1,000,000 preferred shares of par value
$0.0001 each, of which no shares are issued and outstanding (clauses (i), (ii) and (iii), collectively, the “Acquiror
Securities
”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this
Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and
non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities
Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing
the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call
option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law,
Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound.

 

(b)
Subject to the terms of conditions of the Acquiror Warrant Agreement, the Acquiror Warrants will be exercisable after giving effect to
the Merger for one share of Acquiror Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) per share. As of the date
of this Agreement, 8,625,000 Acquiror Public Warrants and 6,266,667 Acquiror Private Placement Warrants are issued and outstanding. All
outstanding Acquiror Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of Acquiror,
enforceable against Acquiror in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity;
(ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all
requirements set forth in (1) Acquiror’s Governing Documents and (2) any other applicable Contracts governing the issuance
of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right
of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s
Governing Documents or any Contract to which Acquiror is a party or otherwise bound. Except for the Subscription Agreements, Acquiror’s
Governing Documents and this Agreement, there are no outstanding Contracts of Acquiror to repurchase, redeem or otherwise acquire any
Acquiror Securities.

 

(c) Except as set forth in this Section 5.12 or as contemplated by this Agreement or the other documents contemplated
hereby, and other than in connection with the PIPE Investment, Acquiror has not granted any outstanding options, stock appreciation rights,
warrants, rights or other securities convertible into or exchangeable or exercisable for Acquiror Securities, or any other commitments
or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Acquiror
Securities or the value of which is determined by reference to the Acquiror Securities, and there are no Contracts of any kind which
may obligate Acquiror to issue, purchase, redeem or otherwise acquire any of its Acquiror Securities.

 

(d) The Aggregate Merger Consideration and the Acquiror Common Shares, when issued in accordance with the terms hereof, shall be duly
authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable state and federal securities
Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right,
subscription right or any similar right under any provision of applicable Law, Acquiror’s Governing Documents, or any Contract
to which Acquiror is a party or otherwise bound.

 

(e) On or prior to the date of this Agreement, Acquiror has entered into Subscription Agreements with PIPE Investors, true and correct
copies of which have been provided to the Company on or prior to the date of this Agreement, pursuant to which, and on the terms and
subject to the conditions of which, such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase
from Acquiror, shares of Acquiror Class A Common Stock, and, if applicable, Closing Warrants for a PIPE Investment Amount of at least
$100,000,000 (such amount, the “Committed PIPE Investment Amount”), at least
$10,000,000 of which shall be in respect of such shares and Closing Warrants to be so purchased by one or more Broadscale PIPE Investors.
On or prior to the date of this Agreement, Acquiror has identified to the Company each of the PIPE Investors (or has caused the identification
of each such PIPE Investor to the Company) who are providing the Committed PIPE Investment Amount and, to the knowledge of Acquiror,
the Company has not exercised its right to reasonably object to any such PIPE Investor as of the date of this Agreement. Such Subscription
Agreements are in full force and effect with respect to, and binding on, Acquiror and, to the knowledge of Acquiror, on each PIPE Investor
party thereto, in accordance with their terms.

 

(f)  Acquiror has no Subsidiaries apart from Merger Sub, and does not own, directly or indirectly, any equity interests or other interests
or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. Acquiror is not party to any Contract
that obligates Acquiror to invest money in, loan money to or make any capital contribution to any other Person.

 

Section 5.13. Brokers’ Fees. No broker, finder, investment banker or other Person (except the Person(s) set forth on Section 5.13
of the Acquiror Disclosure Letter) is entitled to any brokerage fee, finders’ fee or other commission in connection with the
transactions contemplated hereby based upon arrangements made by Acquiror or any of its Affiliates.

 

Section 5.14. Indebtedness. Neither Acquiror nor Merger Sub has any Indebtedness other than Working Capital Loans.

 

Section 5.15. Taxes.

 

(a) All income and other material Tax Returns required to be filed by or with respect to Acquiror or Merger Sub have been timely filed
(taking into account any applicable extensions), all such Tax Returns (taking into account all amendments thereto) are true, complete
and accurate in all material respects and all material Taxes due and payable (whether or not shown on any Tax Return) have been paid,
other than Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

 

(b) Acquiror and its Subsidiaries have withheld from amounts owing to any employee, creditor or other Person all material Taxes required
by Law to be withheld, paid over to the proper Governmental Authority in a timely manner all such withheld amounts required to have been
so paid over, and complied in all material respects with all applicable reporting requirements with respect to such Taxes.

 

(c) There are no Liens for any material Taxes (other than Permitted Liens) upon the property or assets of Acquiror or Merger Sub.

 

(d) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed in writing
by any Governmental Authority against Acquiror or Merger Sub that remains unpaid except for claims, assessments, deficiencies or proposed
adjustments being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

 

(e) To the knowledge of the Acquiror, there are no ongoing or pending Legal Proceedings with respect to any material Taxes of Acquiror
or Merger Sub. There are no waivers, extensions or requests for any waivers or extensions of any statute of limitations currently in
effect with respect to any material Taxes of Acquiror or Merger Sub.

 

(f)  No written claim has been made by any Governmental Authority where Acquiror or Merger Sub does not file Tax Returns that it is
or may be subject to taxation in that jurisdiction.

 

(g) Neither Acquiror nor Merger Sub is a party to any Tax indemnification or Tax sharing or similar agreement (other than any Contract
solely between Acquiror and Merger Sub or any customary commercial Contracts (or Contracts entered into in the ordinary course of business)
not primarily related to Taxes).

 

(h) Neither Acquiror nor Merger Sub has been a party to any transaction treated by the parties as a distribution of stock qualifying
under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

 

(i)  Neither Acquiror nor Merger Sub (i) is liable for Taxes of any other Person (other than Acquiror or Merger Sub) under Treasury
Regulation Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee or successor or by Contract
(other than any customary commercial Contracts (or Contracts entered into in the ordinary course of business) not primarily related to
Taxes) or (ii) has ever been a member of an affiliated, consolidated, combined or unitary group filing for U.S. federal, state or local
income Tax purposes, other than a group the common parent of which was or is the Acquiror or Merger Sub.

 

(j)  To the knowledge of the Acquiror and Merger Sub, neither Acquiror nor Merger Sub has, or has ever had, a permanent establishment
in any country other than the country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the
country of its organization.

 

(k) Neither Acquiror nor Merger Sub has participated in a “listed transaction” within the meaning of Treasury Regulation
Section 1.6011-4(b)(2).

 

(l)  Neither Acquiror nor Merger Sub will be required to include any material amount in taxable income, exclude any material item of
deduction or loss from taxable income, or make any adjustment under Section 481 of the Code (or any similar provision of state, local
or foreign Law) for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any installment sale, material
excess loss account or material deferred intercompany transaction described in the Treasury Regulations under Section 1502 of the Code
(or any similar provision of state, local or foreign Law), or open transaction disposition made prior to the Closing outside the ordinary
course of business, (ii) any prepaid amount received or deferred revenue recognized prior to the Closing outside the ordinary course
of business, (iii) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (iv) any “closing
agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed prior to
the Closing, or (v) by reason of Section 965(a) of the Code or election pursuant to Section 965(h) of the Code (or any similar provision
of state, local or foreign Law).

 

(m)  Acquiror and Merger Sub have not taken any action or knowingly failed to take any action, nor to the knowledge of Acquiror are
there any facts or circumstances, which action, inaction, facts, or circumstance could reasonably be expected to prevent the Merger from
qualifying for the Intended Tax Treatment.

 

Section 5.16.
Business Activities.

 

(a) Since formation, neither Acquiror nor Merger Sub have conducted any business activities other than activities related to Acquiror’s
initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing
Documents or as otherwise contemplated by this Agreement or the Ancillary Agreements and the transactions contemplated hereby and thereby,
there is no agreement, commitment, or Governmental Order binding upon Acquiror or Merger Sub or to which Acquiror or Merger Sub is a
party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or Merger
Sub or any acquisition of property by Acquiror or Merger Sub or the conduct of business by Acquiror or Merger Sub as currently conducted
or as contemplated to be conducted as of the Closing, other than such effects, individually or in the aggregate, which have not been
and would not reasonably be expected to be material to Acquiror or Merger Sub.

 

(b) Except for Merger Sub and the transactions contemplated by this Agreement and the Ancillary Agreements, Acquiror does not own
or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership,
joint venture, business, trust or other entity. Except for this Agreement and the Ancillary Agreements and the transactions contemplated
hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to, bound
by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would
reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the
Ancillary Agreements, Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether
equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.

 

(c) Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged
in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no,
and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other
documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever
other than those incident to its formation.

 

(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated
hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror nor Merger Sub are
party to any Contract with any other Person that would require payments by Acquiror or any of its Subsidiaries after the date hereof
in excess of $1,000,000 in the aggregate with respect to any individual Contract, other than Working Capital Loans.

 

Section 5.17.
Stock Market Quotation. As of the date hereof, the Acquiror Class A Common Stock is registered pursuant to Section 12(b)
of the Exchange Act and is listed for trading on the Nasdaq under the symbol “SCLE.” As of the date hereof, the Acquiror
Public Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the
symbol “SCLEW.” As of the Closing, after giving effect to the other transactions contemplated by this Agreement (and by the
other agreements contemplated hereby) to occur prior to the Closing, the Acquiror Class A Common Stock and the Acquiror Public Warrants
will be registered pursuant to Section 12(b) of the Exchange Act and listed for trading on the Nasdaq. Acquiror is in compliance with
the rules of the Nasdaq, and there is no Action or proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by
the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants
or terminate the listing of Acquiror Class A Common Stock or Acquiror Warrants on the Nasdaq. None of Acquiror, Merger Sub or their
respective Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Class A Common Stock or Acquiror
Warrants under the Exchange Act except as contemplated by this Agreement.

 

 

Section 5.18. Registration Statement, Proxy Statement and Proxy Statement/Registration Statement. On the effective date of the Registration
Statement, the Registration Statement, and when first filed in accordance with Rule 424(b) of the Securities Act and/or filed pursuant
to Section 14A of the Exchange Act, the Proxy Statement and the Proxy Statement/Registration Statement (or any amendment or supplement
thereto), shall comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective
date of the Registration Statement, the Registration Statement will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make the statements therein not misleading. On the date of any
filing pursuant to Rule 424(b) of the Securities Act and/or Section 14A of the Exchange Act, the date the Proxy Statement/Registration
Statement or the Proxy Statement, as applicable, is first mailed to the Acquiror Stockholders and at the time of the Acquiror Stockholders’
Meeting, the Proxy Statement/Registration Statement or the Proxy Statement, as applicable (together with any amendments or supplements
thereto), will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; providedhowever, that
Acquiror makes no representations or warranties as to the information contained in or omitted from the Registration Statement, Proxy
Statement or the Proxy Statement/Registration Statement in reliance upon and in conformity with information furnished in writing to Acquiror
by or on behalf of the Company specifically for inclusion in the Registration Statement, Proxy Statement or the Proxy Statement/Registration
Statement.

 

Section 5.19.
No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror
and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives,
acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates,
agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the
Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or
fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality
of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained
or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any
such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror
pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any
of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no
representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in
Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees
that any assets, properties and business of the Company and its Subsidiaries are furnished “as is,” “where is”
and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults
and without any other representation or warranty of any nature whatsoever.

 

Section 5.20. No Additional Representation or Warranties. Except as provided in this Article V, neither Acquiror nor Merger
Sub nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners,
members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no
such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without
limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger
Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or
warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets
of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood
of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in
any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees,
stockholders, partners, members or representatives or otherwise.

 

 

Article VI

 

COVENANTS
OF THE COMPANY

 

Section 6.1. Conduct of Business. From the date of this Agreement through the earlier of the Closing or valid termination of this Agreement
pursuant to Article X (the “Interim Period”), the Company shall,
and shall cause its Subsidiaries to, except as otherwise explicitly contemplated by this Agreement or the Ancillary Agreements or required
by Law or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied),
use commercially reasonable efforts to (x) operate the business of the Company in the ordinary course consistent with past practice and
(y) preserve intact the Company’s present business organization, retain the Company’s current officers, use best efforts
to preserve the Company’s relationships with Governmental Authorities and preserve the Company’s relationships with its key
suppliers and customers (if applicable). Without limiting the generality of the foregoing, except as set forth on Section 6.1
of the Company Disclosure Letter, or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned,
withheld, delayed or denied), the Company shall not, and the Company shall cause its Subsidiaries not to, except as otherwise contemplated
by this Agreement or the Ancillary Agreements or required by Law:

 

(a)
change or amend the Governing Documents of the Company or any of the Company’s Subsidiaries or form or cause to be formed any new
Subsidiary of the Company (other than the formation of a wholly owned Subsidiary of the Company in connection with a Permitted Transaction);

 

(b) make or declare any dividend or distribution to the equityholders of the Company or make any other distributions in respect of
any shares of the Company Capital Stock or the equity interests of the Company or any of its Subsidiaries;

 

(c) split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of the Company’s or any of
its Subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly owned Subsidiary of the Company
that remains a wholly owned Subsidiary of the Company after consummation of such transaction;

 

(d) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock,
membership interests or other equity interests of the Company or its Subsidiaries, except for (i) the acquisition by the Company
or any of its Subsidiaries of any shares of capital stock, membership interests or other equity interests of the Company or its Subsidiaries
in connection with the forfeiture or cancellation of such interests, (ii) transactions between the Company and any wholly owned Subsidiary
of the Company or between wholly owned Subsidiaries of the Company or (iii) purchases or redemptions pursuant to exercises of Company
Options issued and outstanding as of the date hereof or the withholding of shares to satisfy net settlement or Tax obligations with respect
to Company Awards outstanding as of the date hereof in accordance with the terms of such Company Awards;

 

(e) enter into, modify in any material respect or terminate (other than expiration in accordance with its terms) any Contract of a
type required to be listed on Section 4.12(a) of the Company Disclosure Letter, in each case, other than in the ordinary
course of business or as required by Law;

 

(f)  sell, assign, transfer, convey, lease or otherwise dispose of, or create or incur any Lien (except for a Permitted Lien) on, any
material tangible assets or properties of the Company or its Subsidiaries, except for (i) dispositions of obsolete or worthless equipment
(ii) transactions among the Company and its wholly owned Subsidiaries or among its wholly owned Subsidiaries and (iii) transactions
in the ordinary course of business consistent with past practice;

 

(g) acquire any ownership interest in any real property;

 

(h)
except as otherwise required by Law, the existing Company Benefit Plan in effect on the date hereof or the Contracts listed on Section 4.12
of the Company Disclosure Letter, (i) grant any severance, retention, change in control or termination or similar pay, except
in connection with the promotion, hiring or termination of employment of any employee of the Company or its Subsidiaries receiving annual
base compensation of less than $200,000 in the ordinary course of business consistent with past practice, (ii) hire or terminate any
officer, director or employee of the Company or any Subsidiary receiving annual base compensation equal to or in excess of $200,000,
other than terminations of employment for cause or due to death or disability, (iii) terminate, adopt, enter into or materially amend
any Company Benefit Plan, except in the ordinary course of business consistent with past practice which do not result in materially increased
costs to Company or as permitted by another clause of this Section 6.1(h), (iv) increase the cash compensation or bonus opportunity
of any employee, officer, director or other individual service provider, except in the ordinary course of business consistent with past
practice, (v) establish any trust or take any other action to secure the payment of any compensation payable by the Company or any of
the Company’s Subsidiaries to any employee of the Company or any of the Company’s Subsidiaries or (vi) take any action to
amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable
by the Company or any of the Company’s Subsidiaries except in the ordinary course of business consistent with past practice for
employees who are not executive officers, to the extent that the actions (individually or in the aggregate) do not materially increase
costs to the Surviving Corporation;

 

 

(i)  acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of
the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof (other than
any such acquisition or merger for consideration not exceeding $2 million individually or $4 million in the aggregate, in each case,
that would not require (i) the disclosure of any financial statements or other information with respect to such acquisition or merger
under applicable securities Laws or otherwise delay the effectiveness of the Registration Statement (or the Proxy Statement/Registration
Statement) or the filing of the Resale Registration Statement and (ii) any waiting period under applicable Law or approval of any Governmental
Authority or otherwise delay or prohibit the Closing (such acquisition or merger, a “Permitted Transaction”); provided
that the Company shall consult with Acquiror with respect to any Permitted Transaction and consider in good faith Acquiror’s
recommendations with respect to any such Permitted Transaction);

 

(j)  (i) issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Subsidiary
of the Company or otherwise incur or assume any Indebtedness, or (ii) guarantee any Indebtedness of another Person, except in the ordinary
course of business consistent with past practice;

 

(k) (i) make, change, or revoke any material Tax election, (ii) materially amend, modify or otherwise change any filed material
Tax Return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material Taxes,
(iv) enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement (other than
any Contract solely between the Company and its existing Subsidiaries or any customary commercial Contract (or Contract entered into
in the ordinary course of business) not primarily related to Taxes), (v) settle any claim or assessment in respect of material Taxes,
(vi) surrender or allow to expire any right to claim a refund of material Taxes or (vii) consent to any extension or waiver of the
limitation period applicable to any claim or assessment in respect of material Taxes;

 

(l)  take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent
the Merger from qualifying for the Intended Tax Treatment;

 

(m) 
(i) issue any additional shares of Company Capital Stock or securities exercisable for or convertible into shares of Company Capital
Stock, other than (A) the issuance of shares of Company Common Stock upon the exercise of Company Options or upon settlement of Company
RSUs pursuant to their terms in the ordinary course of business under the Company Incentive Plan and the applicable award agreements,
in each case, outstanding on the date of this Agreement in accordance with their terms as in effect as of the date of this Agreement,
(B) equity or equity-based compensation permitted under subclause (ii), or (C) as consideration on a Permitted Transaction, or (ii) grant
any additional Company Awards or other equity or equity-based compensation, except for grants of Company Awards that do not vest prior
to the Closing to any employee of the Company or its Subsidiaries whose annual cash compensation is less than $200,000 in connection
with new hires and promotions in the ordinary course of business consistent with past practice;

 

(n) adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization
or other reorganization of the Company or its Subsidiaries (other than the Merger);

 

(o) waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, Action, litigation or other Legal Proceedings,
except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary
damages in an amount less than $500,000 in the aggregate;

 

(p) grant to, or agree to grant to, any Person rights to any Intellectual Property that is material to the Company and its Subsidiaries
(other than non-exclusive licenses granted in the ordinary course of business consistent with past practice), or dispose of, abandon
or permit to lapse any rights to any Company Registered Intellectual Property, other than with respect to immaterial Company Registered
Intellectual Property whose cost of prosecution or maintenance, in the reasonable exercise of the Company’s or any of its Subsidiary’s
business judgement, would outweigh any benefit to the Company of prosecution or maintaining such item;

 

(q) disclose or agree to disclose to any Person (other than Acquiror or any of its representatives) any trade secret of the Company
or any of its Subsidiaries, other than to service providers and development partners on a need-to-know basis in the ordinary course of
business consistent with past practice and pursuant to obligations to use such information, know-how or process solely for purposes of
providing such services or to collaborate on such development projects with the Company or any of its Subsidiaries (as applicable), and
to maintain the confidentiality thereof;

 

(r)  make or commit to make capital expenditures other than in an amount not in excess of the amount set forth on Section 6.1(r)
of the Company Disclosure Letter, in the aggregate;

 

(s)  manage the Company’s and its Subsidiaries’ working capital (including paying amounts payable in a timely manner when
due and payable) in a manner other than in the ordinary course of business consistent with past practice;

 

(t) 
enter into, modify, amend, renew or extend any Collective Bargaining Agreement, other than as required by applicable Law, or recognize
or certify any Labor Organization, or group of employees of the Company or its Subsidiaries as the bargaining representative for any
employees of the Company or its Subsidiaries;

 

 

(u) amend in a manner materially detrimental to the Company or any of its Subsidiaries, terminate without replacement or fail to use
reasonable efforts to maintain, any License material to the conduct of the business of the Company and its Subsidiaries, taken as a whole;

 

(v) take any action, or knowingly fail to take any action, where such action or failure to act is reasonably likely to cause any representation
made in Section 4.29 to be untrue;

 

(w)  waive the restrictive covenant obligations of any current or former employee of the Company or any of the Company’s Subsidiaries;

 

(x) (i) limit the right of the Company or any of the Company’s Subsidiaries to engage in any line of business or in any geographic
area, to develop, market or sell products or services, or to compete with any Person or (ii) grant any exclusive or similar rights to
any Person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the
aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of the Company and
its Subsidiaries, taken as a whole;

 

(y) terminate without replacement or amend in a manner materially detrimental to the Company or any of its Subsidiaries, taken as
a whole, any insurance policy insuring the business of the Company or any of the Company’s Subsidiaries; or

 

(z) enter into any agreement to do any action prohibited under this Section 6.1.

 

Section 6.2.
Inspection. Subject to confidentiality obligations (whether contractual, imposed by applicable Law or otherwise) that may be applicable
to information furnished to the Company or any of the Company’s Subsidiaries by third parties that may be in the Company’s
or any of its Subsidiaries’ possession from time to time, and except for any information that is subject to attorney-client privilege
(provided that, to the extent possible, the parties shall cooperate in good faith to permit disclosure of such information in
a manner that preserves such privilege or compliance with such confidentiality obligation), and to the extent permitted by applicable
Law, (a) the Company shall, and shall cause its Subsidiaries to, afford to Acquiror and its accountants, counsel and other representatives
reasonable access during the Interim Period (including for the purpose of coordinating transition planning for employees), during normal
business hours and with reasonable advance notice, in such manner as to not materially interfere with the ordinary course of business
of the Company and its Subsidiaries, to all of their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate
officers and employees of the Company and its Subsidiaries, and shall furnish such representatives with all financial and operating data
and other information concerning the affairs of the Company and its Subsidiaries as such representatives may reasonably request; provided
that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of
any properties, facilities or equipment of the Company or its Subsidiaries without the prior written consent of the Company, and (b) the
Company shall, and shall cause its Subsidiaries to provide to Acquiror and, if applicable, its accountants, counsel or other representatives,
(x) such information and such other materials and resources relating to any Legal Proceeding initiated, pending or threatened during
the Interim Period, or to the compliance and risk management operations and activities of the Company and its Subsidiaries during the
Interim Period, in each case, as Acquiror or such representative may reasonably request, (y) prompt written notice of any material status
updates in connection with any such Legal Proceedings or otherwise relating to any compliance and risk management matters or decisions
of the Company or its Subsidiaries, and (z) copies of any communications sent or received by the Company or its Subsidiaries in connection
with such Legal Proceedings, matters and decisions (and, if any such communications occurred orally, the Company shall, and shall cause
its Subsidiaries to, memorialize such communications in writing to Acquiror). All information obtained by Acquiror, Merger Sub or their
respective representatives pursuant to this Section 6.2 shall be subject to the Confidentiality Agreement.

 

Section 6.3. Preparation and Delivery of Additional Company Financial Statements.

 

(a) The Company shall use reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date of
this Agreement, audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and
cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2020, and December 31, 2019, together with
the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules
and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial
Statements
”); provided that upon delivery of such PCAOB Financial Statements, such financial statements shall be deemed
“Audited Financial Statements” for the purposes of this Agreement and the representation and warranties set forth in Section 4.8
shall be deemed to apply to the such Audited Financial Statements with the same force and effect as if made as of the date of this
Agreement.

 

(b) The Company shall be prepared to deliver the PCAOB Financial Statements to Acquiror within ten (10) Business Days after the date
hereof, subject to Acquiror’s and the Company’s preparation of the Proxy Statement/Registration Statement as described in
Section 8.2(a).

 

(c) The Company shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date
of this Agreement, the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’
deficit, and cash flow of the Company and its Subsidiaries as of and for the nine-month period ended September 30, 2021 (the “Q3
2021 Financial Statements
”), which comply with the applicable accounting requirements and with the rules and regulations
of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided that upon delivery of such Q3 2021 Financial
Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q3 2021 Financial
Statements with the same force and effect as if made as of the date of this Agreement.

 

(d)
If the Closing has not occurred prior to February 14, 2022, and this Agreement has not been earlier terminated pursuant to Article
X
then as soon as reasonably practicable following February 14, 2022, the Company shall deliver to Acquiror the audited consolidated
balance sheet and the related audited consolidated statements of operations, comprehensive income (loss), stockholders’ deficit,
and cash flows of the Company and its Subsidiaries as of and for the year ending December 31, 2021, together with the auditor’s
reports thereon, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange
Act and the Securities Act applicable to a registrant (the “2021 Audited Financial Statements”);
provided that upon delivery of such 2021 Audited Financial Statements, the representations and warranties set forth in Section 4.8
shall be deemed to apply to the 2021 Audited Financial Statements with the same force and effect as if made as of the date of this
Agreement.

 

 

(e) The Company shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date
hereof, any additional financial or other information reasonably requested by Acquiror to prepare pro forma financial statements required
under federal securities Laws to be included in Acquiror’s filings with the SEC (including, if applicable, the Proxy Statement/Registration
Statement).

 

(f)  The Company shall use its reasonable best efforts to cause its independent auditors to provide any necessary consents to the inclusion
of the financial statements set forth in Section 4.8 and this Section 6.3 in Acquiror’s filings with the
SEC in accordance with the applicable requirements of federal securities Laws.

 

Section 6.4. Affiliate Agreements. At or prior to the Closing, the Company shall terminate or settle, or cause to be terminated or settled,
without further liability to Acquiror, the Company or any of the Company’s Subsidiaries, all Affiliate Agreements (other than those
set forth on Section 6.4 of the Company Disclosure Letter) and provide Acquiror with evidence of such termination or settlement
reasonably satisfactory to Acquiror.

 

Section 6.5. Pre-Closing Company Documentation. On or prior to the Closing Date, the Company shall take the actions set forth on Section 6.5
of the Company Disclosure Letter. The Company shall take all such actions as are reasonably necessary so that Section 3 of
the Voting Agreement shall apply to the transactions contemplated hereby and the “Stockholders” as defined in the Voting
Agreement shall take the actions specified in Section 3.2 of the Voting Agreement prior to the Closing.

 

Section 6.6. Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in
accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable
best efforts to cause its representatives, not to (a) initiate any negotiations with any Person with respect to, or provide any
non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, an Acquisition
Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s
Subsidiaries in connection with an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement or similar definitive
agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition
Proposal, (c) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state,
or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any
Person to make an Acquisition Proposal.

 

Section 6.7.
Treatment of Certain Existing Indebtedness. On or before the Closing, the Company shall deliver a customary “payoff letter”
or similar document to Acquiror for the Secured Loan Agreement (the “Secured Payoff Letter”), which Secured Payoff
Letter shall (i) specify the aggregate amount required to be paid to fully satisfy all amounts outstanding as of the Closing with respect
to the Secured Loan Agreement (the “Secured Payoff Amount”), (ii) state that upon receipt of the Secured Payoff Amount
under such Secured Payoff Letter, the payment obligations of the Company and its Subsidiaries under the Secured Loan Agreement and all
related loan documents shall be automatically terminated and (iii) provide for the release of all guarantees, Liens and other security
over the properties and assets of the Company and its Subsidiaries securing any obligations under the Secured Loan Agreement upon payment
of the Secured Payoff Amount.

 

Article VII

 

COVENANTS
OF ACQUIROR

 

Section 7.1. Employee Matters.

 

(a) Equity Plans. Prior to the Closing Date, Acquiror shall approve and adopt (x) an equity incentive plan in the form attached
hereto as Exhibit E (with such changes as may be agreed in writing by Acquiror and the Company) (the “Equity Incentive
Plan
”), (y) the form Restricted Stock Unit Agreement attached hereto as Exhibit F, and the form Option Award
Agreement attached hereto as Exhibit G (with such changes that may be agreed in writing by Acquiror and the Company), and
(z) an employee stock purchase plan in substantially the form attached hereto as Exhibit H (with such changes that may be
agreed in writing by Acquiror and the Company) (the “ESPP”). Within two (2) Business Days following the expiration
of the sixty (60) day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as
an entity that is not a shell company, Acquiror shall file an effective registration statement on Form S-8 (or other applicable form,
including Form S-3) with respect to the Acquiror Common Stock issuable under the Equity Incentive Plan and the ESPP, and Acquiror shall
use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus
or prospectuses contained therein) for so long as awards granted pursuant to the Equity Incentive Plan or acquired under the ESPP remain
outstanding.

 

(b)
No Third-Party Beneficiaries. Notwithstanding anything herein to the contrary, all provisions contained in this Section 7.1
are included for the sole benefit of Acquiror and the Company, and nothing in this Agreement, whether express or implied, (i) shall
be construed to establish, amend, or modify any employee benefit plan, policy, program, agreement or arrangement, (ii) shall limit
the right of Acquiror, the Company or their respective Affiliates to amend, terminate or otherwise modify any Company Benefit Plan or
other employee benefit plan, policy, program, agreement or other arrangement following the Closing Date, or (iii) shall confer upon
any Person who is not a party to this Agreement (including any equityholder, any current or former director, manager, officer, employee
or independent contractor of the Company, or any participant in any Company Benefit Plan or other employee benefit plan, policy, program,
agreement or other arrangement (or any dependent or beneficiary thereof)), any right to continued or resumed employment or recall, any
right to compensation or benefits, or any third-party beneficiary or other right of any kind or nature whatsoever.

 

Section 7.2. Trust Account Proceeds and Related Available Equity.

 

(a) The parties to this Agreement do not have any intention as of the Effective Time to use, or to cause to be used, any amount of
the Available Acquiror Cash to effect any additional repurchase, redemption or other acquisition of outstanding shares of Acquiror Common
Stock within the six (6)-month period after the Closing.

 

 

(b) Upon satisfaction or waiver of the conditions set forth in Article IX and provision of notice thereof to the Trustee
(which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with
and pursuant to the Trust Agreement, at the Closing, Acquiror (A) shall cause any documents, opinions and notices required to be
delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause
the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders
pursuant to the Acquiror Share Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate
use, subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise
provided therein.

 

Section 7.3. Listing. From the date hereof through the Effective Time, Acquiror shall ensure Acquiror remains listed as a public company
on the Nasdaq, and shall prepare and submit to Nasdaq a listing application, if required under Nasdaq rules, covering the shares of Acquiror
Common Stock issuable in the Merger, and shall use reasonable best efforts to obtain approval for the listing of such shares of Acquiror
Common Stock and the Company shall reasonably cooperate with Acquiror with respect to such listing.

 

Section 7.4. No Solicitation by Acquiror. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement
in accordance with Article X, Acquiror shall not, and shall cause its Subsidiaries not to, and Acquiror shall instruct its
and their representatives acting on its and their behalf, not to, (a) make any proposal or offer that constitutes a Business Combination
Proposal, (b) initiate any discussions or negotiations with any Person with respect to a Business Combination Proposal or (c) enter
into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum
of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, in each case, other than
to or with the Company and its respective representatives. From and after the date hereof, Acquiror shall, and shall instruct its officers
and directors to, and Acquiror shall instruct and cause its representatives acting on its behalf, its Subsidiaries and their respective
representatives (acting on their behalf) to, immediately cease and terminate all discussions and negotiations with any Persons that may
be ongoing with respect to a Business Combination Proposal (other than the Company and its representatives).

 

Section 7.5. Acquiror Conduct of Business.

 

(a)
During the Interim Period, Acquiror shall, and shall cause Merger Sub to, except as contemplated by this Agreement (including as contemplated
by the PIPE Investment), the Ancillary Agreements or required by Law or as consented to by the Company in writing (which consent shall
not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course and consistent with past practice.
Without limiting the generality of the foregoing, except as consented to by the Company in writing (which consent shall not be unreasonably
conditioned, withheld, delayed or denied), Acquiror shall not, and Acquiror shall cause Merger Sub not to, except as otherwise contemplated
by this Agreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements or as required by Law:

  

(i)  seek any approval from the Acquiror Stockholders to change, modify or amend the Trust Agreement or the Governing Documents of
Acquiror or Merger Sub, except as contemplated by the Transaction Proposals;

 

 

(ii)  except as contemplated by the Transaction Proposals, (A) make or declare any dividend or distribution to the stockholders
of Acquiror or make any other distributions in respect of any of Acquiror’s or Merger Sub’s capital stock, share capital
or equity interests, (B) split, combine, reclassify or otherwise amend any terms of any shares or series of Acquiror’s or
Merger Sub’s capital stock or equity interests, or (C) purchase, repurchase, redeem or otherwise acquire any issued and outstanding
share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests of Acquiror
or Merger Sub, other than a redemption of shares of Acquiror Class A Common Stock made as part of the Acquiror Share Redemptions;

 

(iii)  take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent
the Merger from qualifying for the Intended Tax Treatment;

 

(iv)  other than as expressly required by the Sponsor Side Letter, enter into, renew or amend in any material respect, any transaction
or Contract with an Affiliate of Acquiror or Merger Sub (including, for the avoidance of doubt, (x) the Sponsor and (y) any
Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

 

(v) (A) make, change, or revoke any material Tax election, (B) amend, modify or otherwise change any filed material Tax Return, (C)
adopt or request permission of any taxing authority to change any accounting method in respect of material Taxes, (D) enter into any
closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement (other than any Contract solely between
Acquiror and Merger Sub or any customary commercial Contract (or Contract entered into in the ordinary course of business) not primarily
related to Taxes), (E) settle any claim or assessment in respect of material Taxes, (F) surrender or allow to expire any right to
claim a refund of material Taxes; or (G) consent to any extension or waiver of the limitation period applicable to any claim or assessment
in respect of material Taxes;

 

(vi) 
issue or sell any debt securities or warrants or other rights to acquire any debt securities of Acquiror or any of Acquiror’s
Subsidiaries or guaranty any debt securities of another Person, or incur, guarantee or otherwise become liable for (whether directly,
contingently or otherwise) any Indebtedness or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether
directly, contingently or otherwise) any other material liabilities, debts or obligations, other than (A) fees and expenses incurred
in support of the transactions contemplated by this Agreement and the Ancillary Agreements or in support of the ordinary course operations
of Acquiror (which the parties agree shall include any Indebtedness in respect of any Working Capital Loan incurred in the ordinary course
of business), (B) any Indebtedness for borrowed money or guarantee incurred in the ordinary course of business consistent with past
practice and in an aggregate amount not to exceed $100,000, and (C) any Indebtedness for borrowed money or guarantee incurred between
Acquiror and Merger Sub;

 

 

(vii) other than with respect to the PIPE Investment or pursuant to Section 8.2(b), (A) issue any Acquiror Securities
or securities exercisable for or convertible into Acquiror Securities, other than the issuance of the Aggregate Merger Consideration,
(B) grant any options, warrants or other equity-based awards with respect to Acquiror Securities not outstanding on the date hereof,
or (C) amend, modify or waive any of the material terms or rights set forth in any Acquiror Warrant or the Acquiror Warrant Agreement,
including any amendment, modification or reduction of the warrant price set forth therein; or

 

(viii)  enter into any agreement to do any action prohibited under this Section 7.5.

 

(b) During the Interim Period, Acquiror shall, and shall cause its Subsidiaries (including Merger Sub) to comply with, and continue
performing under, as applicable, Acquiror’s Governing Documents, the Trust Agreement and all other agreements or Contracts to which
Acquiror or its Subsidiaries may be a party.

 

Section 7.6. Post-Closing Directors and Officers of Acquiror. Subject to the terms of the Acquiror’s Governing Documents, Acquiror
shall take all such actions within its power as may be necessary or appropriate such that immediately following the Effective Time:

 

(a) the Board of Directors of Acquiror shall consist of nine (9) directors, which shall initially include:

 

(i)  one (1) director nominee to be designated by Acquiror (and reasonably acceptable to the Company) pursuant to written notice to
be delivered to the Company as soon as reasonably practicable following the date of this Agreement; and

 

(ii)  eight (8) director nominees to be designated by the Company (and consented to by Acquiror) pursuant to written notice to Acquiror
as soon as reasonably practicable following the date of this Agreement;

 

(b) the Board of Directors of Acquiror shall have a majority of “independent” directors for the purposes of Nasdaq, each
of whom shall serve in such capacity in accordance with the terms of the Acquiror’s Governing Documents following the Effective
Time; and

 

(c) the initial officers of Acquiror shall be as set forth on Section 2.6(b) of the Company Disclosure Letter, who shall
serve in such capacity in accordance with the terms of Acquiror’s Governing Documents following the Effective Time.

 

 

Section 7.7. Indemnification and Insurance.

 

(a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director
and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such
and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company
Indemnified Parties
”) and (y) Acquiror and each of its Subsidiaries (together with the Company Indemnified Parties,
the “D&O Indemnified Parties”) against any costs or expenses (including
reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding,
whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to
the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror
or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of
incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the
date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest
extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain
for a period of not less than six (6) years from the Effective Time provisions in their respective Governing Documents concerning
the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’
former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the
Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement,
and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons
thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.7.

 

(b) For a period of six (6) years from the Effective Time, Acquiror shall maintain in effect directors’ and officers’
liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’
directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made
available to Acquiror or its agents or representatives) on terms no less favorable than the terms of such current insurance coverage,
except that in no event shall Acquiror be required to pay an annual premium for such insurance in excess of three hundred percent (300%)
of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December
31, 2020; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’
and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less
favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective
Time and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under
this Section 7.7 shall be continued in respect of such claim until the final disposition thereof.

 

(c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.7 shall survive the consummation
of the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and all successors and assigns of Acquiror. In the
event that Acquiror or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing
or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties
and assets to any Person, then, and in each such case, Acquiror shall ensure that proper provision shall be made so that the successors
and assigns of Acquiror shall succeed to the obligations set forth in this Section 7.7. The D&O Indemnified Parties are
intended third-party beneficiaries of this Section 7.7.

 

(d) As of the Effective Time, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to each of the
Company and Acquiror with the post-Closing directors and officers of Acquiror, which indemnification agreements shall continue to be
effective following the Closing.

 

Section 7.8. Acquiror Public Filings. From the date hereof through the Effective Time, Acquiror will keep current and timely file all
reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under
applicable Laws.

 

Section 7.9. PIPE Subscriptions. Unless otherwise approved in writing by the Company (which approval shall not be unreasonably withheld,
conditioned or delayed), and except for any of the following actions that would not increase conditionality or impose any new obligation
on the Company or Acquiror, reduce the Committed PIPE Investment Amount or subscription amount under any Subscription Agreement or reduce
or impair the rights of Acquiror under any Subscription Agreement, Acquiror shall not permit any amendment or modification to be made
to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under,
or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein
or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided
that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations
with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate
the purchase of shares of Acquiror Class A Common Stock or, if applicable, Closing Warrants contemplated thereby. Subject to the immediately
preceding sentence and in the event that all conditions in the Subscription Agreements have been satisfied, Acquiror shall use its reasonable
best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to
consummate the transactions contemplated by the Subscription Agreements on the terms described therein, including using its reasonable
best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror
the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.

 

Section 7.10.
Stockholder Litigation. In the event that any litigation related to this Agreement, any Ancillary Agreement or the transactions
contemplated hereby or thereby is brought, or, to the knowledge of Acquiror, threatened in writing, against Acquiror or the Board of
Directors of Acquiror by any Acquiror Stockholder prior to the Closing, Acquiror shall promptly notify the Company of any such litigation
and keep the Company reasonably informed with respect to the status thereof. Acquiror shall provide the Company the opportunity to participate
in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, shall give due consideration
to the Company’s advice with respect to such litigation and shall not settle any such litigation if and to the extent all such
settlement payments exceed $500,000 in the aggregate without the prior written consent of the Company, such consent not to be unreasonably
withheld, conditioned or delayed.

 

 

Article VIII

 

JOINT
COVENANTS

 

Section 8.1. HSR Act; Other Filings.

 

(a) In connection with the transactions contemplated hereby, each of the Company and Acquiror shall (and, to the extent required,
shall cause its Affiliates to) comply promptly but in no event later than ten (10) Business Days after the date hereof with the
notification and reporting requirements of the HSR Act. Each of the Company and Acquiror shall substantially comply with any Antitrust
Information or Document Requests.

 

(b) Each of the Company and Acquiror shall (and, to the extent required, shall cause its Affiliates to) request early termination
of any waiting period under the HSR Act and exercise its reasonable best efforts to (i) obtain termination or expiration of the
waiting period under the HSR Act and (ii) prevent the entry, in any Legal Proceeding brought by an Antitrust Authority or any other
Person, of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated hereby.

 

(c) Acquiror shall cooperate in good faith with Antitrust Authorities and undertake promptly any and all action required to complete
lawfully the transactions contemplated hereby as soon as practicable (but in any event prior to the Agreement End Date) and any and all
action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum
by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise
prohibit the consummation of the Merger, including, with the Company’s prior written consent (which consent shall not be unreasonably
withheld, conditioned, delayed or denied), (i) proffering and consenting and/or agreeing to a Governmental Order or other agreement
providing for (A) the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets
or lines of business of the Company or Acquiror or (B) the termination, amendment or assignment of existing relationships and contractual
rights and obligations of the Company or Acquiror and (ii) promptly effecting the disposition, licensing or holding separate of
assets or lines of business or the termination, amendment or assignment of existing relationships and contractual rights, in each case,
at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the Agreement
End Date.

 

(d) Acquiror shall pay fifty percent (50%) of all filing fees payable to the Antitrust Authorities in connection with the transactions
contemplated by this Agreement and the Company shall pay fifty percent (50%) of all filing fees payable to the Antitrust Authorities
in connection with the transactions contemplated by this Agreement.

 

(e) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental
Authorities, each of the Company and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently
and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization
under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve
any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and
(ii) cooperate fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company shall promptly
furnish to Acquiror, and Acquiror shall promptly furnish to the Company, copies of any notices or written communications received by
such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated
hereby, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in
good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any
Governmental Authority concerning the transactions contemplated hereby; provided that none of the parties shall extend any waiting
period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority without the written consent
of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror and its counsel, and Acquiror agrees
to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or
discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand,
and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby.

 

Section 8.2. Preparation of Proxy Statement/Registration Statement; Stockholders’ Meeting and Approvals.

 

(a) Registration Statement and Prospectus.

 

(i) 
As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and
Acquiror shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part
of the Registration Statement and sent to the Acquiror Stockholders relating to the Acquiror Stockholders’ Meeting (such proxy
statement, together with any amendments or supplements thereto, the “Proxy Statement”),
and (y) Acquiror shall prepare (with the Company’s reasonable cooperation (including causing its Subsidiaries and representatives
to cooperate)) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy
Statement/Registration Statement
”), in connection with the registration under the Securities Act of the shares of Acquiror
Common Stock that constitute the Aggregate Merger Consideration to be received by the equityholders of the Company (other than (1) certain
equity securities issuable under the Equity Incentive Plan that are based on Acquiror Common Stock and constitute a portion of the Aggregate
Merger Consideration, which shall instead be registered by Acquiror pursuant to an effective registration statement on Form S-8 (or other
applicable form, including Form S-1 or Form S-3) in accordance with Section 7.1(a) and (2) the shares of Acquiror Common
Stock that constitute the Aggregate Merger Consideration to be received by the Requisite Company Stockholders, which shall instead be
registered by Acquiror on a registration statement on Form S-1 (the “Resale Registration Statement”)) (collectively,
the “Registration Statement Securities”). Each of Acquiror and the Company
shall use its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated
by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing
and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Acquiror
also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals
required to carry out the transactions contemplated hereby, and the Company shall furnish all information concerning the Company, its
Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each
of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors,
managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable
or as may be reasonably requested in connection with the Proxy Statement/Registration Statement, a Current Report on Form 8-K pursuant
to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application
made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including the Nasdaq) in
connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”).
Acquiror will cause the Proxy Statement/Registration Statement to be mailed to the Acquiror Stockholders in each case promptly after
the Registration Statement is declared effective under the Securities Act.

 

(ii)  To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof,
of the time when the Proxy Statement/Registration Statement has become effective or any supplement or amendment has been filed, of the
issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction,
of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement
of the Proxy Statement/Registration Statement or for additional information. To the extent not prohibited by Law, the Company and their
counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any Offer Document
each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments
made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (A) any
comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or
its staff with respect to the Proxy Statement/Registration Statement or Offer Documents promptly after receipt of those comments or other
communications and (B) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments
on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its
counsel in any discussions or meetings with the SEC.

 

(iii) 
Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation
by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time
at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the
Proxy Statement will, at the date it is first mailed to the Acquiror Stockholders and at the time of the Acquiror Stockholders’
Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

 

(iv)  If at any time prior to the Effective Time any information relating to the Company, Acquiror or any of their respective Subsidiaries,
Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement
to the Proxy Statement or the Registration Statement, so that neither of such documents would include any misstatement of a material
fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the
circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other
parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent
required by Law, disseminated to the Acquiror Stockholders.

 

 

(v) Promptly following the execution of this Agreement, Acquiror and the Company shall reasonably cooperate (including causing their
respective Subsidiaries and representatives to cooperate) and jointly prepare the Resale Registration Statement to enable the Acquiror
to file the Resale Registration Statement with the SEC as soon as reasonably practicable following the Closing, and in any event within
thirty (30) days of the Closing. Each of Acquiror and the Company shall use its reasonable best efforts to cause the Resale Registration
Statement to comply in all material respects with the rules and regulations promulgated by the SEC. Acquiror and the Company shall reasonably
cooperate (including causing their respective Subsidiaries and representatives to cooperate) to obtain all necessary state securities
law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by the Resale Registration Statement,
and each of the Acquiror and the Company shall, respectively, furnish all information concerning itself, its Subsidiaries and its respective
members or stockholders as may be reasonably requested in connection with the foregoing. Each of Acquiror and the Company agrees to furnish
to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders,
and information regarding such other matters, in each case as may be reasonably necessary or advisable or as may be reasonably requested
by the other in connection with the Resale Registration Statement and the transactions contemplated thereby, or any other statement,
filing, notice or application made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority
(including the Nasdaq) in connection with the Resale Registration Statement and the transactions contemplated thereby.

 

(b) Acquiror Stockholder Approval.

 

(i)  Acquiror shall (x) as promptly as practicable after the Registration Statement is declared effective under the Securities
Act, (A) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law, (B) solely
with respect to the Transaction Proposals, duly (1) give notice of and (2) convene and hold a general meeting (the “Acquiror
Stockholders’ Meeting
”) in accordance with Acquiror’s Governing Documents and applicable Nasdaq rules for
a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (C) solicit
proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (y) provide its stockholders
with the opportunity to elect to effect an Acquiror Share Redemption.

 

(ii)  Acquiror shall, through its Board of Directors, recommend to (x) its stockholders the (A) approval of the change of Acquiror’s
name to “Voltus Technologies, Inc.”, (B) amendment and restatement of Acquiror’s Governing Documents, in the forms
attached as Exhibits A and B to this Agreement (with such changes as may be agreed in writing by Acquiror and the
Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness
of the Registration Statement), including any separate or unbundled proposals as are required to implement the foregoing (including clause
(A) of this Section 8.2(b)(ii)) (the “Amendment Proposal”), (C) the
adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations (the “BCA Proposal”),
(D) approval of the issuance of shares of Acquiror Common Stock and Closing Warrants in connection with the Merger and PIPE Investment
(including the issuance of more than one percent (1%) of shares of Acquiror Common Stock to a “related party” pursuant to
the rules of the Nasdaq as contemplated by the Subscription Agreements with the applicable PIPE Investors) (the “Nasdaq
Proposal
”), (E) approval of the adoption by Acquiror of the ESPP (the “Acquiror ESPP Proposal”) and
the Equity Incentive Plan and associated forms of award agreements described in Section 7.1 (the “Acquiror
Incentive Plan Proposal
”), (F) the election of directors effective as of the Closing as contemplated by Section 7.6
(the “Director Proposal”), (G) adoption and approval of any other proposals as the SEC (or staff member thereof)
may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (H) adoption and approval
of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the transactions
contemplated hereby and (I) adjournment of the Acquiror Stockholders’ Meeting, if necessary, to permit further solicitation
of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (I),
together, the “Transaction Proposals”), and include such recommendations
in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders
of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification
of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Modification
in Recommendation
”).

 

(iii) 
To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly
call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation,
(y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’
Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Stockholder Approval shall
not have been obtained at any such Acquiror Stockholders’ Meeting, then Acquiror shall promptly continue to take all such necessary
actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Stockholders’ Meetings
in order to obtain the Acquiror Stockholder Approval. Acquiror may only adjourn the Acquiror Stockholders’ Meeting (i) to
solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (ii) for the absence of a quorum and
(iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has
determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or
amended disclosure to be disseminated and reviewed by Acquiror Stockholders prior to the Acquiror Stockholders’ Meeting; provided
that the Acquiror Stockholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after
the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable
Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that
it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror
Class A Common Stock in connection with the Acquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

 

(c) Company Stockholder Approval.

 

(i)  Upon the terms set forth in this Agreement, the Company shall use its reasonable best efforts to obtain promptly after the execution
of this Agreement, and in any event no later than the Company Stockholder Approval Deadline, a written consent from the Requisite Company
Stockholders, pursuant to which such Requisite Company Stockholders will approve and adopt the matters required for the Company Stockholder
Approval (the “Written Consent”). The Written Consent shall be irrevocable with respect to all Company Capital Stock
owned beneficially or of record by the Requisite Company Stockholders or as to which such Requisite Company Stockholders have, directly
or indirectly, the right to vote or direct the voting thereof.

 

(ii)  As promptly as reasonably practicable following the execution and delivery of this Agreement, the Company shall prepare and distribute
to the equityholders of the Company who as of the Company Stockholder Approval Deadline had not executed and delivered the Written Consent
a notice of action by written consent and appraisal rights as required by Sections 228 and 262 of the DGCL, as well as any additional
information required by applicable Law or the Governing Documents of the Company (the “Stockholder Notice”). Acquiror
shall be provided with a reasonable opportunity to review and comment on the Stockholder Notice and shall cooperate with the Company
in the preparation of the Stockholder Notice and promptly provide all reasonable information regarding Acquiror and Merger Sub reasonably
requested by the Company.

 

 

Section 8.3.
Support of Transaction. Without limiting any covenant contained in Article VI, or Article VII, Acquiror
and the Company shall each, and each shall cause its Subsidiaries to (a) use reasonable best efforts to obtain as soon as practicable
all material consents and approvals of third parties (including any Governmental Authority) that any of Acquiror, or the Company or their
respective Affiliates are required to obtain in order to consummate the Merger, and (b) take such other action as soon as practicable
as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX
or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable and in accordance
with all applicable Law. Notwithstanding anything to the contrary contained herein, no action taken by the Company under this Section 8.3
will constitute a breach of Section 6.1. As promptly as possible after the Effective Time, and in no event later than
ten (10) Business Days, the Company shall make all required notifications and filings as set forth on Section 4.5 of the Company Disclosure
Letter.

 

Section 8.4. Tax Matters. All transfer, documentary, sales, use, real property, stamp, registration and other similar Taxes, fees and
costs (including any associated penalties and interest) (“Transfer Taxes”) incurred in connection with this Agreement
shall constitute Company Transaction Expenses.

 

Section 8.5. Cooperation; Consultation.

 

(a) Prior to Closing, each of the Company and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable)
and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably
cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions
contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company or Acquiror
shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties) (a) by providing such information
and assistance as the other party may reasonably request (including the Company providing such financial statements and other financial
data relating to the Company and its Subsidiaries as would be required (x) if Acquiror were filing a general form for registration of
securities under Form 10 following the consummation of the transactions contemplated hereby and (y) for the Resale Registration Statement),
(b) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and
(c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with
respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its
Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business
hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror,
or their respective auditors.

 

(b)
From the date of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication
made in compliance with Section 11.12), until the Closing Date, Acquiror shall use its reasonable best efforts to, and shall
instruct its financial advisors to, keep the Company and its financial advisors reasonably informed with respect to the PIPE Investment
and the rotation of the Acquiror Common Shares during such period, including by (i) providing regular updates and (ii) consulting and
cooperating with, and considering in good faith any feedback from, the Company or its financial advisors with respect to such matters;
provided that each of Acquiror and the Company acknowledges and agrees that none of their respective financial advisors shall
be entitled to any fees with respect to the PIPE Investment unless otherwise mutually agreed by the Company and Acquiror in writing;
provided, further, that the Company’s financial advisors shall, at the option of such financial advisors, be credited
as a placement agent with respect to the PIPE Investment.

 

Section 8.6. Section 16 Matters. Prior to the Effective Time, each of the Company and Acquiror shall take all such steps as may
be required (to the extent permitted under applicable Law) to cause any dispositions of shares of the Company Capital Stock or acquisitions
of Acquiror Common Shares (including, in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities)
resulting from the transactions contemplated hereby by each individual who is or may become subject to the reporting requirements of
Section 16(a) of the Exchange Act in connection with the transactions contemplated hereby to be exempt under Rule 16b-3 promulgated under
the Exchange Act.

 

Article IX

 

CONDITIONS
TO OBLIGATIONS

 

Section 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Company. The obligations of Acquiror, Merger Sub and the Company
to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of
which may be waived in writing by all of such parties:

 

(a) The Acquiror Stockholder Approval shall have been obtained;

 

(b) The Company Stockholder Approval shall have been obtained;

 

(c) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness
of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the
SEC and not withdrawn;

 

(d) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary
Agreements shall have expired or been terminated;

 

(e) There shall not be in force any Governmental Order enjoining or prohibiting the consummation of the Merger or any Law that makes
the consummation of the Merger illegal or otherwise prohibited; provided that the Governmental Authority issuing such Governmental
Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby;

 

(f)  Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the
Exchange Act); and

 

(g) The Registration Statement Securities shall have been approved for listing on Nasdaq.

 

Section 9.2.
Conditions to Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to consummate, or cause to be
consummated, the Merger are subject to the satisfaction of the following additional conditions, any one or more of which may be waived
in writing by Acquiror and Merger Sub:

 

(a) (i) The representations and warranties of the Company contained in the first sentence of Section 4.6(a) shall be true
and correct in all but de minimis respects as of the Closing Date, except with respect to such representations and warranties
which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects
at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement
or the Ancillary Agreements, (ii) the Company Fundamental Representations (other than the first sentence of Section 4.6(a))
shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations
and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects
at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement
or the Ancillary Agreements, and (iii) each of the representations and warranties of the Company contained in this Agreement other
than the Company Fundamental Representations (disregarding any qualifications and exceptions contained therein relating to materiality,
material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct as of
the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations
and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not,
individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;

 

 

(b) Each of the covenants of the Company to be performed as of or prior to the Closing shall have been performed in all material respects;
and

 

(c) There shall not have occurred a Company Material Adverse Effect after the date of this Agreement.

 

Section 9.3. Conditions to the Obligations of the Company. The obligation of the Company to consummate, or cause to be consummated,
the Merger is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by
the Company:

 

(a)
(i) The representations and warranties of Acquiror contained in Section 5.12 shall be true and correct in all but de
minimis
respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier
date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except
for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the
representations and warranties of Acquiror contained in this Agreement (other than Section 5.12) (disregarding any qualifications
and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be
true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date,
which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions
that would not, individually or in the aggregate, reasonable be expected to have a material adverse effect on Acquiror’s ability
to consummate the transactions contemplated by this Agreement;

 

(b) Each of the covenants of Acquiror to be performed as of or prior to the Closing shall have been performed in all material respects;
and

 

(c) (i) The amount of cash available in the Trust Account following the Acquiror Stockholders’ Meeting, after deducting the
amount required to satisfy the Acquiror Share Redemption Amount (but prior to payment of (x) any deferred underwriting commissions
being held in the Trust Account, and (y) any Company Transaction Expenses or Acquiror Transaction Expenses, as contemplated by Section 11.6),
plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with the Closing
pursuant to (A) Subscription Agreements entered into on or prior to the date hereof or (B) agreements entered into after the date hereof
with Persons, on terms and in amounts with the prior written consent of the Company (such consent not to be unreasonably withheld, delayed
or conditioned), plus (iii) the aggregate gross purchase price of any other purchase of shares of Acquiror Class A Common
Stock actually received by Acquiror prior to or substantially concurrently with the Closing with Persons, on terms and in amounts with
the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) (the sum of (i), (ii)
and (iii), the “Available Acquiror Cash”), is equal to or greater than $200,000,000.

 

 

Article X

 

TERMINATION/EFFECTIVENESS

 

Section 10.1. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the
Closing:

 

(a) by mutual written consent of the Company and Acquiror;

 

(b) by the Company or Acquiror if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental
Order which has become final and nonappealable and has the effect of making consummation of the Merger illegal or otherwise preventing
or prohibiting consummation of the Merger or if there shall be adopted any Law that permanently makes consummation of the Merger illegal
or otherwise prohibited; provided that such Governmental Authority has jurisdiction over the parties hereto with respect to the
Merger;

 

(c) by the Company or Acquiror if the Acquiror Stockholder Approval shall not have been obtained by reason of the failure to obtain
the required vote at the Acquiror Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof;

 

(d) by the Company if there has been a Modification in Recommendation;

 

(e)
by written notice to the Company from Acquiror if (i) there is any breach of any representation, warranty, covenant or agreement
on the part of the Company set forth in this Agreement, such that the conditions specified in Section 9.2(a) or Section 9.2(b)
would not be satisfied at the Closing (a “Terminating Company Breach”),
except that, if such Terminating Company Breach is curable by the Company through the exercise of its reasonable best efforts, then,
for a period of up to thirty (30) days after receipt by the Company of notice from Acquiror of such breach, but only as long as
the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company
Cure Period
”), such termination shall not be effective, and such termination shall become effective only if the Terminating
Company Breach is not cured within the Company Cure Period, or (ii) the Closing has not occurred on or before nine (9) months after
the date hereof (the “Agreement End Date”), unless Acquiror is in material
breach hereof;

 

(f)  by Acquiror if the Company Stockholder Approval shall not have been obtained by the Company Stockholder Approval Deadline; or

 

(g) by written notice to Acquiror from the Company if (i) there is any breach of any representation, warranty, covenant or agreement
on the part of Acquiror or Merger Sub set forth in this Agreement, such that the conditions specified in Section 9.3(a) and
Section 9.3(b) would not be satisfied at the Closing (a “Terminating Acquiror
Breach
”), except that, if any such Terminating Acquiror Breach is curable by Acquiror through the exercise of its reasonable
best efforts, then, for a period of up to thirty (30) days after receipt by Acquiror of notice from the Company of such breach,
but only as long as Acquiror continues to exercise such reasonable best efforts to cure such Terminating Acquiror Breach (the “Acquiror
Cure Period
”), such termination shall not be effective, and such termination shall become effective only if the Terminating
Acquiror Breach is not cured within the Acquiror Cure Period, or (ii) the Closing has not occurred on or before the Agreement End
Date, unless the Company is in material breach hereof.

 

Section 10.2. Effect of Termination. In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement
shall forthwith become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers,
directors or stockholders, other than liability of the Company, Acquiror or Merger Sub, as the case may be, for fraud or any willful
and material breach of this Agreement occurring prior to such termination, except that the provisions of this Section 10.2
and Article XI and the Confidentiality Agreement shall survive any termination of this Agreement.

 

Article XI

 

MISCELLANEOUS

 

Section 11.1.
Trust Account Waiver. The Company acknowledges that Acquiror is a blank check company with the powers and privileges to effect
a Business Combination. The Company further acknowledges that, as described in the prospectus dated February 11, 2021 (the “Prospectus”)
available at www.sec.gov, substantially all of Acquiror assets consist of the cash proceeds of Acquiror’s initial public offering
and private placements of its securities and substantially all of those proceeds have been deposited in the trust account for the benefit
of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust
Account
”). The Company acknowledges that it has been advised by Acquiror that, except with respect to interest earned
on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations,
the Trust Agreement provides that cash in the Trust Account may be disbursed only (i) if Acquiror completes the transactions which
constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; (ii) if Acquiror fails
to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Acquiror
in limited amounts to permit Acquiror to pay the costs and expenses of its liquidation and dissolution, and then to Acquiror’s
public stockholders; and (iii) if Acquiror holds a stockholder vote to amend Acquiror’s amended and restated memorandum and
articles of association to modify the substance or timing of the obligation to redeem 100% of Acquiror Common Shares if Acquiror fails
to complete a Business Combination within the allotted time period, then for the redemption of any Acquiror Common Shares properly tendered
in connection with such vote. For and in consideration of Acquiror entering into this Agreement, the receipt and sufficiency of which
are hereby acknowledged, the Company hereby irrevocably waives any right, title, interest or claim of any kind they have or may have
in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed
therefrom as a result of, or arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror; provided
that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Acquiror for legal
relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection
with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement
and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions)
to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror’s
ability to fulfill its obligation to effectuate the Acquiror Share Redemptions, or for fraud and (y) nothing herein shall serve
to limit or prohibit any claims that the Company may have in the future against Acquiror’s assets or funds that are not held in
the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired
with any such funds).

 

 

Section 11.2. Waiver. Any party to this Agreement may, at any time prior to the Closing, by action taken by its board of directors (or
similar governing body) or other officers or Persons thereunto duly authorized, (a) extend the time for the performance of the obligations
or acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties (of another party hereto)
that are contained in this Agreement or (c) waive compliance by the other parties hereto with any of the agreements or conditions
contained in this Agreement, but such extension or waiver shall be valid only if set forth in an instrument in writing signed by the
party granting such extension or waiver.

 

Section 11.3. Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly
given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered
or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight
delivery service, or (iv) when delivered by email, addressed as follows:

 

(a) If to Acquiror or Merger Sub prior to the Closing, or to Acquiror after the Effective Time, to:

 

Broadscale
Acquisition Corp.

1845 Walnut Street

Suite
1111

Philadelphia,
Pennsylvania 19103

Attention: Jeffrey
F. Brotman
Email: [email protected]

 

with
copies to (which shall not constitute notice):

 

Skadden,
Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Attention: Howard
L. Ellin

C.
Michael Chitwood

Email: [email protected]

[email protected]

 

(b) If to the Company prior to the Closing, or to the Surviving Corporation after the Effective Time, to:

 

Voltus,
Inc.

2443 Fillmore Street, #308-3427

San
Francisco, California 94115

Attention: Gregg
Dixon

Laurie
Harrison

Email: [email protected]

[email protected]

with
copies to (which shall not constitute notice):

 

Latham
& Watkins LLP

811 Main Street

Suite
3700

Houston,
Texas 77002

Attention: Ryan
Maierson

Spencer
Ricks

Andrew
Moosmann

Email: [email protected]

Spencer.Ricks @lw.com

[email protected]

or
to such other address or addresses as the parties may from time to time designate in writing. Copies delivered solely to outside counsel
shall not constitute notice.

 

Section 11.4. Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other
parties and any such transfer without prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

 

 

Section 11.5.
Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give
any Person, other than the parties hereto, any rights or remedies under or by reason of this Agreement; provided, however,
that (a) the D&O Indemnified Parties are intended third-party beneficiaries of, and may enforce, Section 7.7, and (b)
the past, present and future directors, managers, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents,
attorneys, advisors and representatives of the parties, and any Affiliate of any of the foregoing (and their successors, heirs and representatives),
are intended third-party beneficiaries of, and may enforce, Section 11.16.

 

Section 11.6. Expenses. Except as otherwise set forth in this Agreement, each party hereto shall be responsible for and pay its own expenses
incurred in connection with this Agreement and the transactions contemplated hereby, including all fees of its legal counsel, financial
advisers and accountants. If the Closing shall not occur, the Company shall be responsible for the Company Transaction Expenses, and
Acquiror shall be responsible for the Acquiror Transaction Expenses (including the expenses of both parties set forth in clauses (b)
and (c) of the definition of Acquiror Transaction Expenses). If the Closing shall occur, Acquiror shall (x) pay or cause to be paid,
the Company Transaction Expenses, and (y) pay or cause to be paid, the Acquiror Transaction Expenses, in each of case (x) and (y),
in accordance with Section 2.4(c). For the avoidance of doubt, any payments to be made (or to cause to be made) by Acquiror
pursuant to this Section 11.6 shall be paid upon consummation of the Merger and release of proceeds from the Trust Account.

 

Section 11.7. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement
or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without
giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application
of Laws of another jurisdiction.

 

Section 11.8. Headings; Counterparts; Effectiveness. The headings in this Agreement are for convenience only and shall not be considered
a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures
to this Agreement may be delivered by email (including by .pdf, .tif, .gif, .jpeg or similar formatted attachment thereto) by any party
and such signature will be deemed binding for all purposes hereof without delivery of an original signature being thereafter required.
This Agreement shall become effective when each party hereto shall have received one or more counterparts hereof signed by each of the
other parties hereto and unless and until such receipt, this Agreement shall have no effect and no party hereto shall have any right
or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

 

Section 11.9.
Company and Acquiror Disclosure Letters. The Company Disclosure Letter and the Acquiror Disclosure Letter (including, in each
case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the
Company Disclosure Letter and/or the Acquiror Disclosure Letter (including, in each case, any section thereof) shall be deemed references
to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure
Letter, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall
be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of applicable Disclosure Letter
if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement
or section of the applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational
purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to
constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties
made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

 

Section 11.10. 
Entire Agreement. This Agreement (together with the Company Disclosure Letter and the Acquiror Disclosure Letter) and the
Ancillary Agreements constitute the entire agreement among the parties to this Agreement relating to the transactions contemplated hereby
and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto
or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants,
understandings, agreements, oral or otherwise, relating to the transactions contemplated hereby exist between such parties except as
expressly set forth in this Agreement and the Ancillary Agreements.

 

Section 11.11. 
Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing
executed in the same manner as this Agreement and which makes reference to this Agreement; provided that, (a) after receipt of
the Written Consent, no amendment or modification shall be made without further approval of the Requisite Company Stockholders if such
amendment or modification would cause the conditions contained in Section 3.3 of the Voting Agreement to fail to be true and (b)
after the Acquiror Stockholder Approval has been obtained, no amendment or modification to this Agreement shall be made that by Law requires
the further approval of the stockholders of Acquiror without such further approval.

 

Section 11.12. 
Publicity.

 

(a) All press releases or other public communications relating to the transactions contemplated hereby, and the method of the release
for publication thereof, shall prior to the Closing be subject to the prior mutual approval of Acquiror and the Company, which approval
shall not be unreasonably withheld by any party; provided that no party shall be required to obtain consent pursuant to this Section 11.12(a)
to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public
without breach of the obligation under this Section 11.12(a).

 

(b) The restriction in Section 11.12(a) shall not apply to the extent the public announcement is required by applicable
securities Law, any Governmental Authority or stock exchange rule; provided, however, that in such an event, the party
making the announcement shall use its commercially reasonable efforts to consult with the other party in advance as to its form, content
and timing. Disclosures resulting from the parties’ efforts to obtain approval or early termination under the HSR Act and to make
any relating filing shall be deemed not to violate this Section 11.12.

 

Section 11.13. 
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein
is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions
necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the
extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable
with a valid and enforceable provision giving effect to the intent of the parties.

 

 

Section 11.14. 
Jurisdiction; Waiver of Jury Trial.

 

(a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in
the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior
Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware,
and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in
any such Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum,
(iii) agrees that all claims in respect of the Action shall be heard and determined only in any such court, and (iv) agrees
not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing
herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal
Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any
Action brought pursuant to this Section 11.14.

 

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

 

Section 11.15. 
Enforcement. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not
be an adequate remedy could occur in the event that any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions
to prevent any breach, or threatened breach, of this Agreement and to specific enforcement of the terms and provisions of this Agreement,
without proof of damages, in addition to any other remedy to which any party is entitled at law or in equity. In the event that any Action
shall be brought in equity to enforce the provisions of this Agreement, no party shall oppose the granting of specific performance and
other equitable relief or allege, and each party hereby waives the defense, that there is an adequate remedy at law, and each party agrees
to waive any requirement for the securing or posting of any bond in connection therewith. The parties hereto acknowledge and agree that
the right of specific enforcement is an integral part of the transactions contemplated hereby and without that right, none of the parties
hereto would have entered into this Agreement.

 

 

Section 11.16. 
Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud:

 

(a) solely with respect to the Company, Acquiror and Merger Sub, this Agreement may only be enforced against, and any claim or cause
of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against,
the Company, Acquiror and Merger Sub as named parties hereto; and

 

(b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto),
(i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney,
advisor or representative or Affiliate of the Company, Acquiror or Merger Sub and (ii) no past, present or future director, officer,
employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the
foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties,
covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror or Merger Sub under this Agreement
for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

 

Section 11.17. 
Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 10.2
or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties,
covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this
Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and
other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall
be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their
terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and
(b) this Article XI.

 

Section 11.18. 
Conflicts and Privilege.

 

(a)
Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation),
hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing
between or among (x) the Sponsor, the stockholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their
respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the
Broadscale SPAC Parties”), on the one hand, and (y) the Surviving Corporation
and/or any member of the Voltus Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”),
that represented Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the Broadscale
SPAC Parties, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even
though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters
for the Surviving Corporation and/or the Sponsor. Acquiror and the Company, on behalf of their respective successors and assigns (including,
after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made
in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or
relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among Acquiror,
the Sponsor and/or any other member of the Broadscale SPAC Parties, on the one hand, and Skadden, on the other hand (the “Skadden
Privileged Communications
”), the attorney/client privilege and the expectation of client confidence shall survive the Merger
and belong to the Broadscale SPAC Parties after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation.
Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with Acquiror
or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation.
Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person
may use or rely on any of the Skadden Privileged Communications, whether located in the records or email server of the Acquiror, Surviving
Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and
the Company agree not to assert that any privilege has been waived as to the Skadden Privileged Communications, by virtue of the Merger.

 

 

(b)
Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation),
hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing
between or among (x) the stockholders or holders of other equity interests of the Company and any of their respective directors, members,
partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Voltus Group”),
on the one hand, and (y) the Surviving Corporation and/or any member of the Broadscale SPAC Parties, on the other hand, any legal counsel,
including Latham & Watkins LLP (“Latham”) that represented the Company
prior to the Closing may represent any member of the Voltus Group in such dispute even though the interests of such Persons may be directly
adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror and/or the Company in a matter substantially
related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged
communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under,
or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby
or thereby) between or among the Company and/or any member of the Voltus Group, on the one hand, and Latham, on the other hand (the “Latham
Privileged Communications
”), the attorney/client privilege and the expectation of client confidence shall survive the Merger
and belong to the Voltus Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding
the foregoing, any privileged communications or information shared by Acquiror prior to the Closing with the Company under a common interest
agreement shall remain the privileged communications or information of the Surviving Corporation. Acquiror and the Company, together
with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Latham
Privileged Communications, whether located in the records or email server of the Acquiror, Surviving Corporation or their respective
Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert
that any privilege has been waived as to the Latham Privileged Communications, by virtue of the Merger.

 

[Remainder
of page intentionally left blank]

 

 

IN
WITNESS WHEREOF the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

 

  BROADSCALE ACQUISITION CORP.
   
  By: /s/ Jeffrey F. Brotman
    Name:  Jeffrey F. Brotman
    Title: Chief Legal Officer and Secretary
     
  VELOCITY MERGER SUB INC.
   
  By: /s/ Jeffrey F. Brotman
    Name: Jeffrey F. Brotman
    Title: President, Treasurer and Secretary
     
  VOLTUS, INC.
   
  By: /s/ Gregg Dixon
    Name: Gregg Dixon
    Title: Chief Executive Officer

 

[Signature Page to Agreement and Plan of Merger]

EXHIBIT A

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VOLTUS TECHNOLOGIES, INC.

VOLTUS TECHNOLOGIES, INC.,
a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the
General Corporation Law”),

DOES HEREBY CERTIFY:

FIRST: That the name
of this corporation is Voltus Technologies, Inc. and that this corporation was originally incorporated pursuant to the General Corporation
Law on November 5, 2020 under the name Broadscale Acquisition Corp.

SECOND: That the Board
of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said
amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate
officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment
and restatement is as follows:

RESOLVED, that the Certificate
of Incorporation of this corporation be amended and restated in its entirety as follows:

ARTICLE I

The name of the corporation
is Voltus Technologies, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s
registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware
19808, and the name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation
is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware
(the “DGCL”) as it now exists or may hereafter be amended and supplemented.

ARTICLE IV

 

The
Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred
Stock
.” The total number of shares of capital stock that the Corporation shall have authority to issue is [●].
The total number of shares of Common Stock that the Corporation is authorized to issue is [●], having a par value of
$0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is [●],
having a par value of $0.0001 per
share.

ARTICLE V

The designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation
are as follows:

A.
COMMON STOCK.

1. General. The
voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences
of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the “Board of Directors”)
and outstanding from time to time.

2. Voting. Except
as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on each
matter submitted to a vote of stockholders and shall be entitled to one vote for each share of Common Stock held of record by such
holder as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise required by law,
holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any
Certificate of Designation (as defined below)) that relates solely to the rights, powers, preferences (or the qualifications,
limitations or restrictions thereof) or other terms of one or more outstanding series of Preferred Stock if the holders of such
affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon
pursuant to this Certificate of Incorporation (including any Certificate of Designation) or pursuant to the DGCL.

Subject to the rights of any
holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased or decreased (but
not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

3. Dividends.
Subject to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock, the holders of Common
Stock, as such, shall be entitled to the payment of dividends on the Common Stock when, as and if declared by the Board of Directors in
accordance with applicable law.

4. Liquidation.
Subject to the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock, in the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally
distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding Common Stock pro
rata
in accordance with the number of shares of Common Stock held by each such holder.

B.
PREFERRED STOCK

Shares of Preferred Stock
may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided.

Authority is hereby expressly
granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation
of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate
of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix
the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and
relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation
thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below
the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions,
all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or
resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or
rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation
(including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled
only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate
of Designation).

The number of authorized shares
of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote
of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of
the DGCL.

ARTICLE VI

For the management of the business and for the
conduct of the affairs of the Corporation it is further provided that:

A. The
directors of the Corporation shall be classified with respect to the time for which they severally hold office into three classes, designated
as Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of directors
constituting the whole Board. The initial Class I directors shall serve for a term expiring at the first annual meeting of the stockholders
following the filing and effectiveness of this Certificate of Incorporation with the Secretary of State of the State of Delaware (the
Effective Time”); the initial Class II directors shall serve for a term expiring at the second annual meeting of the
stockholders following the Effective Time; and the initial Class III directors shall serve for a term expiring at the third annual meeting
following the Effective Time. At each annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders
following the Effective Time, the successors of the class of directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director shall
hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification
or removal in accordance with this Certificate of Incorporation. No decrease in the number of directors shall shorten the term of any
incumbent director.

B. Except
as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The number of directors that shall constitute the whole Board of Directors
shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors in accordance with the Bylaws.

C. Subject
to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the Board of Directors or
any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of
at least a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an
election of directors.

D. Subject
to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, except as otherwise provided
by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes
and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative
vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other than any directors
elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be filled by the stockholders. Any director
appointed in accordance with the preceding sentence shall hold office until the expiration of the term of the class to which such director
shall have been appointed or until his or her earlier death, resignation, retirement, disqualification, or removal.

E. Whenever
the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series
or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election,
term of office, removal and other features of such directorships shall be governed by the terms of this Certificate of Incorporation (including
any Certificate of Designation). Notwithstanding anything to the contrary in this Article VI, the number of directors that may be elected
by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to paragraph B of this Article
VI, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as
otherwise provided in the Certificate of Designation(s) in respect of one or more series of Preferred Stock, whenever the holders of any
series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such
Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of Preferred
Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors,
shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director)
and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

F. In
furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the Bylaws, subject to the power of the stockholders of the Corporation entitled to vote with respect thereto to adopt, amend or
repeal the Bylaws. The stockholders of the Corporation shall also have the power to adopt, amend or repeal the Bylaws; provided, that
in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Certificate
of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock) or the Bylaws of the Corporation,
the adoption, amendment or repeal of the Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative
vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Corporation
entitled to vote generally in an election of directors.

G. The
directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

ARTICLE VII

A. Any
action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the
stockholders of the Corporation, and shall not be taken by written consent in lieu of a meeting. Notwithstanding the foregoing, any action
required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class
with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so
provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred Stock having
not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL.

B. Subject
to the special rights of the holders of one or more series of Preferred Stock, and to the requirements of applicable law, special meetings
of the stockholders of the Corporation may be called for any purpose or purposes, at any time only by or at the direction of the Board
of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer or President, in each case, in accordance with the
Bylaws, and shall not be called by any other person or persons. Any such special meeting so called may be postponed, rescheduled or cancelled
by the Board of Directors or other person calling the meeting.

C. Advance
notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws. Any business transacted at any special
meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice of meeting.

ARTICLE VIII

No director of the Corporation
shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter
may be amended. Any amendment, repeal or modification of this Article VIII, or the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article VIII, shall not adversely affect any right or protection of a director of the Corporation with respect
to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the
stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

ARTICLE IX

A. The
Corporation hereby expressly elects not to be governed by Section 203 of the DGCL, and instead the provisions of Article IX(B)-(D) below
shall apply, for so long as the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act of 1934,
as amended (the “Exchange Act”).

B. The
Corporation shall not engage in any business combination with any interested stockholder (as defined below) for a period of three years
following the time that such stockholder became an interested stockholder, unless:

(1) prior
to such time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested
stockholder;

(2) upon
consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those
shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(3) at
or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders,
and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation which is not
owned by the interested stockholder.

C. The
restrictions contained in the foregoing Article IX(B) shall not apply if:

(1) a
stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares
so that the stockholder ceases to be an interested stockholder and (ii) would not, at any time, within the three-year period immediately
prior to the business combination between the Corporation and such stockholder, have been an interested stockholder but for the inadvertent
acquisition of ownership; or

(2) the
business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement
or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the second sentence
of this Article IX(C)(2), (ii) is with or by a person who either was not an interested stockholder during the previous three years or
who became an interested stockholder with the approval of the Board and (iii) is approved or not opposed by a majority of the directors
then in office (but not less than one) who were directors prior to any person becoming an interested stockholder during the previous three
years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions
referred to in the preceding sentence are limited to (x) a merger or consolidation of the Corporation (except for a merger in respect
of which, pursuant to Section 251(f) of the DGCL, no vote of the stockholders of the Corporation is required), (y) a sale, lease, exchange,
mortgage, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary
of the Corporation (other than to any direct or indirect wholly owned subsidiary or to the Corporation) having an aggregate market value
equal to fifty percent or more of either that aggregate market value of all the assets of the Corporation determined on a consolidated
basis or the aggregate market value of all the outstanding stock of the Corporation or (z) a proposed tender or exchange offer for 50%
or more of the outstanding voting stock of the Corporation. The Corporation shall give not less than 20 days’ notice to all interested
stockholders prior to the consummation of any of the transactions described in clause (x) or (y) of the second sentence of this Article
IX(C)(2).

D. For
purposes of this Article IX, references to:

(1) “affiliate”
means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, another person.

(2) “associate,”
when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity
of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of the voting power thereof;
(ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee
or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same
residence as such person.

(3) “business
combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

a. any
merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested
stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation
is caused by the interested stockholder and as a result of such merger or consolidation subsection (B) of this Article IX is not applicable
to the surviving entity;

b. any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately
as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of
the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value
equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the Corporation;

c. any
transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the
Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (i) pursuant to the exercise,
exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary
which securities were outstanding prior to the time that the interested stockholder became such; (ii) pursuant to a merger under Section
251(g) of the DGCL; (iii) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable
for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all
holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (iv) pursuant
to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (v) any issuance or
transfer of stock by the Corporation; provided, however, that in no case under items (iii) through (v) of this subsection shall there
be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of
the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

d. any
transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly
or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of
any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of
immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused,
directly or indirectly, by the interested stockholder; or

e. any
receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation),
of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (a) through
(d) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(4) “control,”
including the terms “controlling,” “controlled by” and “under common control with,” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the
ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of a corporation,
partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a
preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person
holds voting stock, in good faith and not for the purpose of circumventing this subsection (D) of Article
IX, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control
of such entity.

(5) “interested
stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation)
that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation
and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three year period immediately
prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates
of such person; but “interested stockholder” shall not include (a) any Stockholder Party, any Stockholder Party Direct Transferee,
any Stockholder Party Indirect Transferee or any of their respective affiliates or successors or any “group,” or any member
of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, or (b) any person whose ownership of shares
in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation; provided, further, that
in the case of clause (b) such person shall be an interested stockholder if thereafter such person acquires additional shares of voting
stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose
of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include
stock deemed to be owned by the person through application of the definition of “owner” below.

(6) “owner,”
including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or
with or through any of its affiliates or associates:

a. beneficially
owns such stock, directly or indirectly;

b. has
(i) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise;
provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person
or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (ii) the right
to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner
of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock
arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or

c. has
any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy
or consent as described in item (ii) of subsection (b) above), or disposing of such stock with any other person that beneficially owns,
or whose affiliates or associates beneficially own, directly or indirectly, such stock.

(7) “person”
means any individual, corporation, partnership, unincorporated association or other entity.

(8) “stock”
means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(9) “Stockholder
Party” means any stockholder of the Corporation.

(10) “Stockholder
Party Direct Transferee” means any person that acquires (other than in a registered public offering) directly from any Stockholder
Party or any of its successors or any “group,” or any member of any such group, of which such persons are a party under Rule
13d-5 of the Exchange Act beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.

(11) “Stockholder
Party Indirect Transferee” means any person that acquires (other than in a registered public offering) directly from any Stockholder
Party Direct Transferee or any other Stockholder Party Indirect Transferee beneficial ownership of 15% or more of the then outstanding
voting stock of the Corporation.

(12) “voting
stock” means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity
that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every
reference to a percentage of voting stock shall be calculated on the basis of the aggregate number of votes applicable to all shares of
such voting stock, and by allocating to each share of voting stock, that number of votes to which such share is entitled.

ARTICLE X

The Corporation shall indemnify
its directors and officers to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, and such right
to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the
benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors
or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding
(or part thereof) was authorized or consented to by the Board. The right to indemnification conferred by this Article X shall include
the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of
its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement
to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation
under this Article X. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification
and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article X to directors
and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Article X shall not
be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the Bylaws, any
statute, agreement, vote of stockholders or disinterested directors or otherwise. Any repeal or modification of this Article X by the
stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director,
officer, employee or agent of the Corporation (collectively, the “Covered Persons”) existing at the time of such repeal
or modification with respect to any acts or omissions occurring prior to such repeal or modification.

The Corporation hereby acknowledges
that certain Covered Persons may have rights to indemnification and advancement of expenses (directly or through insurance obtained by
any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which may include
third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation hereby agrees and
acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), (i) the Corporation
is the indemnitor of first resort with respect to all Covered Persons and all obligations to indemnify and provide advancement of expenses
to Covered Persons, (ii) the Corporation shall be required to indemnify and advance the full amount of expenses incurred by the Covered
Persons, to the fullest extent required by law, the terms of this Certificate of Incorporation, the Bylaws, any agreement to which the
Corporation is a party, any vote of the stockholders or the Board, or otherwise, without regard to any rights the Covered Persons may
have against the Other Indemnitors and (iii) to the fullest extent permitted by law, the Corporation irrevocably waives, relinquishes
and releases the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect
thereof. The Corporation further agrees that no advancement or payment by the Other Indemnitors with respect to any claim for which the
Covered Persons have sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right
of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered
Persons against the Corporation. These rights shall be a contract right, and the Other Indemnitors are express third party beneficiaries
of the terms of this paragraph. Notwithstanding anything to the contrary herein, the obligations of the Corporation under this paragraph
shall only apply to Covered Persons in their capacity as Covered Persons.

ARTICLE XI

A. Unless
the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”)
of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District
of Delaware or other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent permitted by
law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any
action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation
to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision
of the DGCL or the Bylaws or this Certificate of Incorporation (as either may be amended from time to time), (iv) any action, suit or
proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (v) any action, suit or proceeding
asserting a claim against the Corporation or any current or former director, officer or stockholder governed by the internal affairs doctrine.
If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the
courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed
to have consented to (a) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action
brought in any such court to enforce the provisions of the immediately preceding sentence and (b) having service of process made upon
such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

B. Unless the Corporation
consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the
United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the
Securities Act of 1933, as amended.

C. Notwithstanding
the foregoing, the provisions of this Article XI shall not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

D. Any
person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and
consented to this Article XI.

ARTICLE XII

A. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, in addition to any vote required by applicable
law, the following provisions in this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part,
or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2/3% of
the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single
class: Article V(B), Article VI, Article VII, Article VIII, Article IX, Article X, Article XI, and this Article XII.

B. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to
any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance
and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of
this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to
be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired
thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Certificate of Incorporation (including, without
limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents
from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted
by law.

*      *       *

THIRD: The foregoing
amendment and restatement was approved by the holders of the requisite number of shares of said corporation in accordance with Section
228 of the General Corporation Law.

FOURTH: That said Amended
and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation’s
Amended and Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation
Law.

IN WITNESS WHEREOF,
this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this ___
day of ___________, 20__.

   
[Name], [Title]

EXHIBIT
B

 

Bylaws

 

of

 

Voltus
Technologies, Inc.

 

(a
Delaware corporation)

 

 

Table
of Contents

 

    Page
     
Article I – Corporate Offices 1
     
1.1 Registered Office 1
1.2 Other Offices 1
     
Article II – Meetings of Stockholders 1
     
2.1 Place of Meetings 1
2.2 Annual Meeting 1
2.3 Special Meeting 1
2.4 Notice of Business to be Brought before a Meeting. 2
2.5 Notice of Nominations for Election to the Board of Directors. 5
2.6 Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors. 7
2.7 Notice of Stockholders’ Meetings 9
2.8 Quorum 9
2.9 Adjourned Meeting; Notice 9
2.10 Conduct of Business 10
2.11 Voting 10
2.12 Record Date for Stockholder Meetings and Other Purposes 10
2.13 Proxies 11
2.14 List of Stockholders Entitled to Vote 11
2.15 Inspectors of Election 12
2.16 Delivery to the Corporation. 12
     
Article III – Directors 13
     
3.1 Powers 13
3.2 Number of Directors 13
3.3 Election, Qualification and Term of Office of Directors 13
3.4 Resignation and Vacancies 13
3.5 Place of Meetings; Meetings by Telephone 13
3.6 Regular Meetings 14
3.7 Special Meetings; Notice 14
3.8 Quorum 14
3.9 Board Action without a Meeting 14
3.10 Fees and Compensation of Directors 15
     
Article IV – Committees 15
     
4.1 Committees of Directors 15
4.2 Committee Minutes. 15
4.3 Meetings and Actions of Committees 15
4.4 Subcommittees. 16
     
Article V – Officers 16
     
5.1 Officers 16
5.2 Appointment of Officers 16
5.3 Subordinate Officers 16

 

 

Table
of Contents

(continued)

    Page
     
5.4 Removal and Resignation of Officers 16
5.5 Vacancies in Offices 17
5.6 Representation of Shares of Other Corporations 17
5.7 Authority and Duties of Officers 17
5.8 Compensation. 17
     
Article VI – Records 17
     
Article VII – General Matters 18
     
7.1 Execution of Corporate Contracts and Instruments 18
7.2 Stock Certificates 18
7.3 Special Designation of Certificates. 18
7.4 Lost Certificates 19
7.5 Shares Without Certificates 19
7.6 Construction; Definitions 19
7.7 Dividends 19
7.8 Fiscal Year 19
7.9 Seal 19
7.10 Transfer of Stock 19
7.11 Stock Transfer Agreements 20
7.12 Registered Stockholders 20
7.13 Waiver of Notice 20
     
Article VIII – Notice 20
     
8.1 Delivery of Notice; Notice by Electronic Transmission 20
     
Article IX – Indemnification 21
     
9.1 Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation 21
9.2 Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation 22
9.3 Authorization of Indemnification 22
9.4 Good Faith Defined 22
9.5 Indemnification by a Court 23
9.6 Expenses Payable in Advance 23
9.7 Nonexclusivity of Indemnification and Advancement of Expenses 23
9.8 Insurance 23
9.9 Certain Definitions 24
9.10 Survival of Indemnification and Advancement of Expenses 24
9.11 Limitation on Indemnification 24
9.12 Indemnification of Employees and Agents 24
9.13 Primacy of Indemnification 24
     
Article X – Forum 25
     
10.1 Choice of Forum 25
10.2 Consent to Jurisdiction 25
10.3 Remedies 26
     
Article XI – Amendments 26
     
Article XII – Definitions 26

 

 

Bylaws 

of 

Voltus
Technologies, Inc.

 

 

Article
I – Corporate Offices

 

1.1
Registered Office.

 

The
address of the registered office of Voltus Technologies, Inc. (the “Corporation”) in the State of Delaware, and the
name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same
may be amended and/or restated from time to time (the “Certificate of Incorporation”).

 

1.2
Other Offices.

 

The
Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board
of directors (the “Board”) may from time to time establish or as the business of the Corporation may require.

 

Article
II – Meetings of Stockholders

 

2.1
Place of Meetings.

 

Meetings
of stockholders shall be held at any place within or outside the State of Delaware, designated by the Board. The Board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote
communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”).
In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal
executive office.

 

2.2
Annual Meeting.

 

The
Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business
properly brought before the meeting in accordance with Section 2.4 of these bylaws may be transacted. The Board may postpone, reschedule
or cancel any previously scheduled annual meeting of stockholders.

 

2.3
Special Meeting.

 

Special
meetings of the stockholders may be called, postponed, rescheduled or cancelled only by such persons and only in such manner as set forth
in the Certificate of Incorporation.

 

No
business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting.

 

 

2.4
Notice of Business to be Brought before a Meeting.

 

(i)
At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of
the Board of Directors, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by the Board of Directors
or the Chairperson of the Board or (iii) otherwise properly brought before the meeting by a stockholder present in person who (A) (1)
was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time
of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Section 2.4 in all applicable respects or (B)
properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing
clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders.
The only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction
of the person calling the meeting pursuant to Section 2.3, and stockholders shall not be permitted to propose business to be brought
before a special meeting of the stockholders. For purposes of this Section 2.4, “present in person” shall mean that the stockholder
proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing
stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized
officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic
transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce
such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
Stockholders seeking to nominate persons for election to the Board of Directors must comply with Section 2.5 and Section 2.6 and this
Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 and Section 2.6.

 

(ii)
Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide
Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates
or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice
must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days nor more than
120 days prior to the one-year anniversary of the preceding year’s annual meeting (which, in the case of the first annual meeting
of stockholders following the Effective Time (as defined in the Corporation’s Certification of Incorporation), the date of the
preceding year’s annual meeting shall be deemed to be [●], 2021); provided, however, that if the date of the
annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must
be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the 10th day following
the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice within such time
periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement
thereof commence a new time period for the giving of Timely Notice as described above.

 

(iii)
To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary shall set forth:

 

(a)
  As to each Proposing Person (as defined below), (1) the name and address of such Proposing Person (including, if applicable, the
name and address that appear on the Corporation’s books and records); and (2) the class or series and number of shares of the Corporation
that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by
such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or
series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the
disclosures to be made pursuant to the foregoing clauses (1) and (2) are referred to as “Stockholder Information”);

 

 

(b)
  As to each Proposing Person, (1) the full notional amount of any securities that, directly or indirectly, underlie any “derivative
security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position”
(as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly
or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of shares of the Corporation;
provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security”
shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of
any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable
only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into
which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately
convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements
of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely
by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic
Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing
Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (2) any rights to dividends on the
shares of any class or series of shares of the Corporation owned beneficially by such Proposing Person that are separated or separable
from the underlying shares of the Corporation, (3) any material pending or threatened legal proceeding in which such Proposing Person
is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation,
(4) any other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation,
on the other hand, (5) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the
Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement
or consulting agreement), (6) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy
statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve
or adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal and (7) any other information relating
to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection
with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting
pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (1) through (7) are referred
to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures
with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is
a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on
behalf of a beneficial owner; and

 

 

(c)
As to each item of business that the stockholder proposes to bring before the annual meeting, (1) a brief description of the business
desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest
in such business of each Proposing Person, (2) the text of the proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend the bylaws of the Corporation, the language of the proposed
amendment), and (3) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of
the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have
a right to acquire beneficial ownership at any time in the future of the shares of any class or series of the Corporation or any other
person or entity (including their names) in connection with the proposal of such business by such stockholder; and (4) any other information
relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in
connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a)
of the Exchange Act; provided, however, that the disclosures required by this paragraph (iii) shall not include any disclosures with
respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being
the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

 

For
purposes of this Section 2.4, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business
proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice
of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi)
of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

 

(iv)
A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting,
if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and
correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the
meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by,
the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for stockholders
entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later
than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable,
on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and
supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance
of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit
the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines
hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal
or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting
of the stockholders.

 

 

(v)
Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought
before the meeting in accordance with this Section 2.4. The presiding officer of the meeting shall, if the facts warrant, determine that
the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he
or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

 

(vi)
This Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other
than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement.
In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each
Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this
Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement
pursuant to Rule 14a-8 under the Exchange Act.

 

(vii)
  For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national
news service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14
or 15(d) of the Exchange Act or by such other means as is reasonably designed to inform the public or securityholders of the Corporation
in general of such information including, without limitation, posting on the Corporation’s investor relations website.

 

2.5
Notice of Nominations for Election to the Board of Directors.

 

(i)
Subject in all respects to the provisions of the Certificate of Incorporation, nominations of any person for election to the Board of
Directors at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of
meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (y) by or at the direction
of the Board of Directors, including by any committee or persons authorized to do so by the Board of Directors or these bylaws, or (z)
by a stockholder present in person (A) who was a record owner of shares of the Corporation both at the time of giving the notice provided
for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section
2.5 and Section 2.6 as to such notice and nomination. For purposes of this Section 2.5, “present in person” shall mean that
the stockholder proposing that the business be brought before the meeting of the Corporation, or a qualified representative of such stockholder,
appear at such meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager
or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission
delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing
or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. The
foregoing clause (y) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the
Board of Directors at an annual meeting or special meeting.

 

(ii)
Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual
meeting, the stockholder must (1) provide Timely Notice (as defined in Section 2.4) thereof in writing and in proper form to the Secretary
of the Corporation, (2) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for
nomination as required to be set forth by this Section 2.5 and Section 2.6 and (3) provide any updates or supplements to such notice
at the times and in the forms required by this Section 2.5 and Section 2.6.

 

 

(a)
Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the
person calling a special meeting in accordance with the Certificate of Incorporation, then for a stockholder to make any nomination of
a person or persons for election to the Board of Directors at a special meeting, the stockholder must (i) provide timely notice thereof
in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (ii) provide
the information with respect to such stockholder and its candidate for nomination as required by this Section 2.5 and Section 2.6 and
(iii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s
notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices
of the Corporation not earlier than the 120th day prior to such special meeting and not later than the 90th day prior to such special
meeting or, if later, the 10th day following the day on which public disclosure (as defined in Section 2.4) of the date of such special
meeting was first made.

 

(b)
In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new
time period for the giving of a stockholder’s notice as described above.

 

(c)
In no event may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject to
election by shareholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors
subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the
time period for Timely Notice, (ii) the date set forth in Section 2.5(ii)(b), or (iii) the tenth day following the date of public disclosure
(as defined in Section 2.4) of such increase.

 

(iii)
To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the Secretary shall set forth:

 

(a)
As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a), except that for purposes
of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all
places it appears in Section 2.4(iii)(a));

 

(b)
As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section
2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears
in Section 2.4(iii)(b) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(b) shall
be made with respect to the election of directors at the meeting); and

 

(c)
  As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect
to such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5
and Section 2.6 if such candidate for nomination were a Nominating Person, (B) all information relating to such candidate for nomination
that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies
for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s
written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of any
direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and
each candidate for nomination or his or her respective associates or any other participants in such solicitation, on the other hand,
including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such
Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive
officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee
Information
”), and (D) a completed and signed questionnaire, representation and agreement as provided in Section 2.6(i).

 

 

For
purposes of this Section 2.5, the term “Nominating Person” shall mean (i) the stockholder providing the notice of
the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the
notice of the nomination proposed to be made at the meeting is made, and (iii) any other participant in such solicitation.

 

(iv)
A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if
necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and
correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the
meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by,
the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for stockholders
entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later
than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable,
on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and
supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance
of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit
the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines
hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination
or to submit any new nomination.

 

(v)
In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating
Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

 

2.6
Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.

 

(i)
To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated
in the manner prescribed in Section 2.5 and the candidate for nomination, whether nominated by the Board of Directors or by a stockholder
of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given
by or on behalf of the Board of Directors), to the Secretary at the principal executive offices of the Corporation, (i) a completed written
questionnaire (in a form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence
of such proposed nominee, and such additional information with respect to such proposed nominee as would be required to be provided by
the Corporation pursuant to Schedule 14A if such proposed nominee were a participant in the solicitation of proxies by the Corporation
in connection with such annual or special meeting and (ii) a written representation and agreement (in form provided by the Corporation)
that such candidate for nomination (A) is not and, if elected as a director during his or her term of office, will not become a party
to (1) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person
or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a
Voting Commitment”) or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s
ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable
law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the
Corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed
therein or to the Corporation, (C) if elected as a director of the Corporation, will comply with all applicable corporate governance,
conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to
directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the
Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), (D) if
elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election
and (E) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange
Act and any associated proxy card of the Corporation and agrees to serve if elected as a director.

 

 

(ii)
The Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may
reasonably be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidate’s nomination
is to be acted upon in order for the Board of Directors to determine the eligibility of such candidate for nomination to be an independent
director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines.

 

(iii)
A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if
necessary, so that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the
record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any
adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at
the principal executive offices of the Corporation (or any other office specified by the Corporation in any public announcement) not
later than five business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement
required to be made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable,
any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting
has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting
or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this
paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any
notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously
submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters,
business or resolutions proposed to be brought before a meeting of the stockholders.

 

(iv)
No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating
Person seeking to place such candidate’s name in nomination has complied with Section 2.5 and this Section 2.6, as applicable.
The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with
Section 2.5 and this Section 2.6, and if he or she should so determine, he or she shall so declare such determination to the meeting,
the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot
listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.

 

 

(v)
Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of
the Corporation unless nominated and elected in accordance with Section 2.5 and this Section 2.6.

 

2.7
Notice of Stockholders’ Meetings.

 

Unless
otherwise provided by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent
or otherwise given in accordance with Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting
to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and time of the meeting, the means
of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting,
and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

 

2.8
Quorum.

 

Unless
otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued
and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute
a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at a meeting, shall not be broken
by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of
the stockholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders
entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power
to recess the meeting or adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is
present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted
that might have been transacted at the meeting as originally noticed.

 

2.9
Adjourned Meeting; Notice.

 

When
a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting
if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed
to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned
meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for
more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If
after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board
shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as
that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting
to each stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting.

 

 

2.10
Conduct of Business.

 

The
date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for
any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing)
and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board or prescribed by the person presiding over the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons
from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting,
their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments
by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate
to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation
of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over
the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter of business was not properly brought before
the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter
or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the
Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules
of parliamentary procedure.

 

2.11
Voting.

 

Except
as may be otherwise provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder shall be entitled to one
vote for each share of capital stock held by such stockholder.

 

Except
as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum
is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise
provided by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation,
or applicable law or pursuant to any regulation applicable to the Corporation or its securities, each other matter presented to the stockholders
at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority
in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter.

 

2.12
Record Date for Stockholder Meetings and Other Purposes.

 

In
order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than 60 days nor less than 10 days
before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders
entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the
date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the
day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled
to vote at the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned
meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned
meeting.

 

 

In
order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment
or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock,
or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record
date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which
the Board adopts the resolution relating thereto.

 

2.13
Proxies.

 

Each
stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the
meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the
DGCL. A proxy may be in the form of an electronic transmission that sets forth or is submitted with information from which it can be
determined that the transmission was authorized by the stockholder.

 

2.14
List of Stockholders Entitled to Vote.

 

The
Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before
the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged
in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.
The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such
list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior
to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such
list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive
office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable
steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place,
then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open
to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of
the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law,
the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this
Section 2.14 or to vote in person or by proxy at any meeting of stockholders.

 

 

2.15
Inspectors of Election.

 

Before
any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment
and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If any person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person presiding
over the meeting shall appoint a person to fill that vacancy.

 

Such
inspectors shall:

 

(i)
determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity
of any proxies and ballots;

 

(ii)
count all votes or ballots;

 

(iii)
count and tabulate all votes;

 

(iv)
determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s);
and

 

(v)
certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.

 

Each
inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties
of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by
the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to
assist them in performing their duties as they determine.

 

2.16
Delivery to the Corporation.

 

Whenever
this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to
the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or
other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and
shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail,
return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so
delivered. For the avoidance of doubt, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of
information and documents to the Corporation required by this Article II.

 

 

Article
III – Directors

 

3.1
Powers.

 

Except
as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by
or under the direction of the Board.

 

3.2
Number of Directors.

 

Subject
to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution
of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s
term of office expires.

 

3.3
Election, Qualification and Term of Office of Directors.

 

Except
as provided in Section 3.4 of these bylaws, and subject to the Certificate of Incorporation, each director, including a director
elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for
which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation,
disqualification or removal in accordance with the Certificate of Incorporation. Directors need not be stockholders.

 

3.4
Resignation and Vacancies.

 

Any
director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall
take effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified,
at the time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening
of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office as provided in Section 3.3.

 

Unless
otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification
or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be
filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

 

3.5
Place of Meetings; Meetings by Telephone.

 

The
Board may hold meetings, both regular and special, either within or outside the State of Delaware.

 

Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board,
may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall
constitute presence in person at the meeting.

 

 

3.6
Regular Meetings.

 

Regular
meetings of the Board may be held within or outside the State of Delaware and at such time and at such place as which has been designated
by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other
system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other means of electronic
transmission. No further notice shall be required for regular meetings of the Board.

 

3.7
Special Meetings; Notice.

 

Special
meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer,
the President, the Secretary or a majority of the total number of directors constituting the Board.

 

Notice
of the time and place of special meetings shall be:

 

(i)
delivered personally by hand, by courier or by telephone;

 

(ii)
sent by United States first-class mail, postage prepaid;

 

(iii)
sent by facsimile or electronic mail; or

 

(iv)
sent by other means of electronic transmission,

 

directed
to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for
electronic transmission, as the case may be, as shown on the Corporation’s records.

 

If
the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent
by other means of electronic transmission, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting.
If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four days before the time of the holding of the meeting.
The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office)
nor the purpose of the meeting.

 

3.8
Quorum.

 

At
all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors
shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation
or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum is present.

 

3.9
Board Action without a Meeting.

 

Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting
of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be
filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper or electronic form as the minutes
are maintained. Such action by written consent or consent by electronic transmission shall have the same force and effect as a unanimous
vote of the Board.

 

 

3.10
Fees and Compensation of Directors.

 

Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation,
including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

 

Article
IV – Committees

 

4.1
Committees of Directors.

 

The
Board may designate one or more committees, each committee to consist, of one or more of the directors of the Corporation. The Board
may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in
the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management
of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require
it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action
or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the
Corporation.

 

4.2
Committee Minutes.

 

Each
committee shall keep regular minutes of its meetings and report the same to the Board when required.

 

4.3
Meetings and Actions of Committees.

 

Meetings
and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

 

(i)
Section 3.5 (place of meetings; meetings by telephone);

 

(ii)
Section 3.6 (regular meetings);

 

(iii)
Section 3.7 (special meetings; notice);

 

(iv)
Section 3.9 (board action without a meeting); and

 

(v)
Section 7.13 (waiver of notice),

 

with
such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members.
However:

 

(i)
the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

 

 

(ii)
special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and

 

(iii)
the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee
pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable
law.

 

4.4
Subcommittees.

 

Unless
otherwise provided in the Certificate of Incorporation, these bylaws, the resolutions of the Board designating the committee or the charter
of such committee adopted by the Board, a committee may create one or more subcommittees, each subcommittee to consist of one or more
members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

 

Article
V – Officers

 

5.1
Officers.

 

The
officers of the Corporation shall include a Chief Executive Officer, a President and a Secretary. The Corporation may also have, at the
discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, one or
more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and
any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the
same person. No officer need be a stockholder or director of the Corporation.

 

5.2
Appointment of Officers.

 

The
Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3
of these bylaws.

 

5.3
Subordinate Officers.

 

The
Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint,
such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for
such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

 

5.4
Removal and Resignation of Officers.

 

Subject
to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the
Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the
Board.

 

Any
officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt
of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance
of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party.

 

 

5.5
Vacancies in Offices.

 

Any
vacancy occurring in any office of the Corporation shall be filled as provided in Section 5.2 or Section 5.3, as applicable.

 

5.6
Representation of Shares of Other Corporations.

 

The
Chairperson of the Board, the Chief Executive Officer or the President of this Corporation, or any other person authorized by the Board,
the Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights
incident to any and all shares or voting securities of any other corporation or other person standing in the name of this Corporation.
The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power
of attorney duly executed by such person having the authority.

 

5.7
Authority and Duties of Officers.

 

All
officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation
as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their
respective offices, subject to the control of the Board.

 

5.8
Compensation.

 

The
compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of
the Board. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also
a director of the Corporation.

 

Article
VI – Records

 

A
stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address
and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are
recorded in accordance with Section 224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered
by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books,
may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or
databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into
clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to
prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156,
159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code as adopted
in the State of Delaware.

 

 

Article
VII – General Matters

 

7.1
Execution of Corporate Contracts and Instruments.

 

The
Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.

 

7.2
Stock Certificates.

 

The
shares of the Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of
the shares of any class or series of stock of the Corporation shall be uncertificated. Certificates for the shares of stock, if any,
shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by
a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to
sign stock certificates representing the number of shares registered in certificate form. The Chairperson or Vice Chairperson of the
Board, Chief Executive Officer, the President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the
Corporation shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased
to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same
effect as if he or she were such officer, transfer agent or registrar at the date of issue.

 

The
Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to
be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books
and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor
and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare
a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

 

7.3
Special Designation of Certificates.

 

If
the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations,
the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or on the back of
the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares,
set forth in a notice provided pursuant to Section 151 of the DGCL); provided, however, that except as otherwise provided in Section
202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face of back of the certificate that the Corporation
shall issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned
notice) a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations,
the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

 

 

7.4
Lost Certificates.

 

Except
as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the
latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated
shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation
may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation
a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate or uncertificated shares.

 

7.5
Shares Without Certificates

 

The
Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving
the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

 

7.6
Construction; Definitions.

 

Unless
the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction
of these bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes
the singular.

 

7.7
Dividends.

 

The
Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and
pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s
capital stock.

 

The
Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and
may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property
of the Corporation, and meeting contingencies.

 

7.8
Fiscal Year.

 

The
fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

 

7.9
Seal.

 

The
Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate
seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

 

7.10
Transfer of Stock.

 

Subject
to the restrictions set forth in Section 7.12, shares of stock of the Corporation shall be transferred on the books of the Corporation
only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation
of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed
instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer,
authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No
transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of
the Corporation by an entry showing the names of the persons from and to whom it was transferred.

 

 

7.11
Stock Transfer Agreements.

 

The
Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series
of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders
in any manner not prohibited by the DGCL or other applicable law.

 

7.12
Registered Stockholders.

 

The
Corporation:

 

(i)
shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and
to vote as such owner; and

 

(ii)
shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether
or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

 

7.13
Waiver of Notice.

 

Whenever
notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of
the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver
by electronic transmission unless so required by the Certificate of Incorporation or these bylaws.

 

Article
VIII – Notice

 

8.1
Delivery of Notice; Notice by Electronic Transmission.

 

Without
limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation
under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholder’s
mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears
on the records of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2)
if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (3) if given
by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation
in writing or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include
a prominent legend that the communication is an important notice regarding the Corporation.

 

 

Without
limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation
under any provision of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic
transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written
notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice
by electronic mail in accordance with the first paragraph of this section without obtaining the consent required by this paragraph.

 

Any
notice given pursuant to the preceding paragraph shall be deemed given:

 

  (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

 

  (ii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

 

  (iii) if by any other form of electronic transmission, when directed to the stockholder.

 

Notwithstanding
the foregoing, a notice may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to
deliver by such electronic transmission two consecutive notices given by the Corporation and (2) such inability becomes known to the
Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice,
provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

 

An
affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been
given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

 

Article
IX – Indemnification

 

9.1
Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation.

 

Subject
to Section 9.3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or
was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that such person’s conduct was unlawful.

 

 

9.2
Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.

 

Subject
to Section 9.3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the
request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court
of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.

 

9.3
Authorization of Indemnification.

 

Any
indemnification under this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such
person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2, as the case may be. Such determination shall
be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors
who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated
by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect
to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To
the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith,
without the necessity of authorization in the specific case.

 

9.4
Good Faith Defined.

 

For
purposes of any determination under Section 9.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to
have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records
or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation
or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or
by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section
9.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 9.1 or 9.2, as the case may be.

 

 

9.5
Indemnification by a Court.

 

Notwithstanding
any contrary determination in the specific case under Section 9.3, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State
of Delaware for indemnification to the extent otherwise permissible under Section 9.1 or 9.2. The basis of such indemnification by a
court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such
person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2, as the case may be. Neither a contrary determination
in the specific case under Section 9.3 nor the absence of any determination thereunder shall be a defense to such application or create
a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application
for indemnification pursuant to this Article IX shall be given to the Corporation promptly upon the filing of such application. If successful,
in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such
application.

 

9.6
Expenses Payable in Advance.

 

Expenses
(including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including attorneys’
fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any,
as the Corporation deems appropriate.

 

9.7
Nonexclusivity of Indemnification and Advancement of Expenses.

 

The
indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official
capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification
of the persons specified in Section 9.1 or 9.2 shall be made to the fullest extent permitted by law. The provisions of this Article IX
shall not be deemed to preclude the indemnification of any person who is not specified in Section 9.1 or Section 9.2 but whom the Corporation
has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

 

9.8
Insurance.

 

The
Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have
the power or the obligation to indemnify such person against such liability under the provisions of this Article IX.

 

 

9.9
Certain Definitions.

 

For
purposes of this Article IX, references to “the Corporation” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director
or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request
of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving
corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term
“another enterprise” as used in this Article IX shall mean any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer,
employee or agent. For purposes of this Article IX, references to “fines” shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any
service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director
or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article
IX.

 

9.10
Survival of Indemnification and Advancement of Expenses.

 

The
indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.

 

9.11
Limitation on Indemnification.

 

Notwithstanding
anything contained in this Article IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed
by Section 9.5), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal
or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

 

9.12
Indemnification of Employees and Agents.

 

The
Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement
of expenses to employees and agents of the Corporation similar to those conferred in this Article IX to directors and officers of the
Corporation.

 

9.13
Primacy of Indemnification.

 

Notwithstanding
that a director, officer, employee or agent of the Corporation (collectively, the “Covered Persons”) may have certain
rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”),
with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the Corporation: (i) shall
be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any obligation of the Other Indemnitors to
advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary); and (ii)
shall be required to advance the full amount of expenses incurred by Covered Persons and shall be liable for the full amount of all liabilities,
without regard to any rights Covered Persons may have against any of the Other Indemnitors. No advancement or payment by the Other Indemnitors
on behalf of Covered Persons with respect to any claim for which Covered Persons have sought indemnification from the Corporation shall
affect the immediately preceding sentence, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Covered Persons against the Corporation. Notwithstanding anything
to the contrary herein, the obligations of the Corporation under this Section 9.13 shall only apply to Covered Persons in their capacity
as Covered Persons.

 

 

Article
X – Forum

 

10.1
Choice of Forum.

 

(a)
Unless the Corporation expressly consents in writing to the selection of an alternative forum, the Court of Chancery of the State of
Delaware or, if the Court of Chancery lacks subject matter jurisdiction, another state or federal court located within the State of Delaware
(collectively, the “Selected Courts”) shall, to the fullest extent permitted by law, be the sole and exclusive forum
for resolution of (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach
of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation
or any of the Corporation’s stockholders, or any claim for aiding and abetting such an alleged breach, (c) any action governed
by the “internal affairs doctrine” or arising pursuant to any provision of these bylaws or the Certificate of Incorporation,
or to interpret, apply, enforce or determine the validity of these bylaws or the Certificate of Incorporation, or (d) any action asserting
a claim against the Corporation or any current or former director, officer, employee, agent or stockholder of the Corporation (i) arising
pursuant to any provision of the DGCL or (ii) as to which the DGCL confers jurisdiction on the Court of Chancery; provided, however,
that the foregoing shall not apply to any action, claim or proceeding (A) as to which a Selected Court determines that there is an indispensable
party not subject to the jurisdiction of the Selected Courts (and the indispensable party does not consent to the personal jurisdiction
of the Selected Courts within ten (10) days following such determination) or (B) the subject matter of which is within the scope contemplated
by Section 10.1(b).

 

(b)
Unless the Corporation expressly consents in writing to the selection of an alternative forum, the federal district courts of the United
States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for resolution of any action, claim
or proceeding arising under the Securities Act of 1933, as amended.

 

10.2
Consent to Jurisdiction.

 

If
any action, claim or proceeding the subject matter of which is within the scope contemplated by Section 10.1 is filed in the name
of any stockholder of the Corporation in a court other than the applicable courts specified in Section 10.1, then such stockholder shall,
to the fullest extent permitted by applicable law, be deemed to have consented to (a) the personal jurisdiction of the applicable courts
specified in Section 10.1 in connection with any action brought in any such court to enforce this Article X, and (b) having service of
process made upon such stockholder in any such action by service upon such stockholder’s counsel in such action as agent for such
stockholder.

 

 

10.3
Remedies.

 

Failure
to enforce the provisions of this Article X would cause the Corporation irreparable harm and, accordingly, the Corporation shall be entitled
to equitable relief, including injunctive relief and specific performance, to enforce such provisions.

 

Article
XI – Amendments

 

The
Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt,
amend or repeal the bylaws of the Corporation; provided, however, that such action by stockholders shall require, in addition
to any other vote required by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at least two-thirds
of the voting power of all the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an election
of directors, voting together as a single class.

 

Article
XII – Definitions

 

As
used in these bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

 

An
electronic transmission” means any form of communication, not directly involving the physical transmission of paper,
including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic
networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by such a recipient through an automated process.

 

An
electronic mail” means an electronic transmission directed to a unique electronic mail address (which electronic
mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes
the contact information of an officer or agent of the Corporation who is available to assist with accessing such files and information).

 

An
electronic mail address” means a destination, commonly expressed as a string of characters, consisting of a unique
user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly
referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.

 

The
term “person” means any individual, general partnership, limited partnership, limited liability company, corporation,
trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal
entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity.

 

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EXHIBIT C

FORM OF AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of [●], 2021, is made and entered into by and among Voltus Technologies, Inc., a Delaware corporation (the “Company”)
(formerly known as Broadscale Acquisition Corp., a Delaware corporation), Nokomis ESG Sponsor, LLC, a Delaware limited liability company
(the “Sponsor”), certain former equityholders
of Voltus, Inc., a Delaware corporation (“Target”),
set forth on Schedule 1 hereto (such equityholders, the “Target Holders”),
and the parties set forth on Schedule 2 hereto (collectively, the “Investor
Stockholders
” and, collectively with the Sponsor, the Target Holders, and any person or entity who hereafter becomes
a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders
and each, a “Holder”).

RECITALS

WHEREAS, the Company
and the Sponsor are party to that certain Registration Rights Agreement, dated as of February 11, 2021 (the “Original
RRA
”);

WHEREAS, the Company
has entered into that certain Agreement and Plan of Merger, dated as of November 30, 2021 (as it may be amended, supplemented or otherwise
modified from time to time, the “Merger Agreement”),
by and among the Company, Velocity Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger
Sub
”), and Target, pursuant to which Merger Sub merged with and into the Target (the “Merger”),
with the Target surviving the Merger as a wholly owned subsidiary of the Company;

WHEREAS, on the date
hereof, pursuant to the Merger Agreement, the Target Holders received shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”);

WHEREAS, on the date
hereof, pursuant to the Merger Agreement, the Target Holders have the right to receive Earnout Shares, as defined in the Merger Agreement
(the “Earnout Shares”), in accordance with the terms and conditions set forth in the Merger Agreement;

WHEREAS, the Investor
Stockholders and certain other investors (such other investors, collectively, the “Third-Party Investor Stockholders”)
have purchased an aggregate of 10,000,000 shares of Common Stock (the “Investor Shares”) and 6,200,000 warrants
exercisable for shares of Common Stock (the “Investor Closing Warrants”) in a transaction exempt from registration
under the Securities Act pursuant to the respective Subscription Agreements, each dated as of [●], 2021, entered into by and between
the Company and each of the Investor Stockholders and the Third-Party Investor Stockholders (each, a “Subscription
Agreement
” and, collectively, the “Subscription Agreements”);

WHEREAS, pursuant to
Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written
consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities
(as defined in the Original RRA) at the time in question, and the Sponsor is a Holder of at least a majority-in-interest of the Registrable
Securities as of the date hereof; and

WHEREAS, the Company
and the Sponsor desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company
shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE
I

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective
meanings set forth below:

Additional
Holder
” shall have the meaning given in Section 5.10.

Additional
Holder Common Stock
” shall have the meaning given in Section 5.10.

Adverse
Disclosure
” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company,
(a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or
Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not
misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective
or used, as the case may be, and (c) the Company has a bona fide business purpose for not making such information public.

Agreement
shall have the meaning given in the Preamble hereto.

Block
Trade
” shall have the meaning given in Section 2.4.1.

Board
shall mean the Board of Directors of the Company.

Closing
shall have the meaning given in the Merger Agreement.

Closing
Date
” shall have the meaning given in the Merger Agreement.

Commission
shall mean the Securities and Exchange Commission.

Common
Stock
” shall have the meaning given in the Recitals hereto.

Company
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.

Demanding
Holder
” shall have the meaning given in Section 2.1.4.

Earnout Shares
shall have the meaning given in the Recitals hereto.

Exchange
Act
” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

Form
S-1 Shelf
” shall have the meaning given in Section 2.1.1.

Form
S-3 Shelf
” shall have the meaning given in Section 2.1.1.

Holder
Information
” shall have the meaning given in Section 4.1.2.

Holders
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

Investor
Shares
” shall have the meaning given in the Recitals hereto.

Investor
Stockholders
” shall have the meaning given in the Preamble hereto.

Investor Closing
Warrants
” have the meaning given in the Recitals hereto.

Joinder
shall have the meaning given in Section 5.10.

Maximum
Number of Securities
” shall have the meaning given in Section 2.1.5.

Merger
shall have the meaning given in the Recitals hereto.

Merger
Agreement
” shall have the meaning given in the Recitals hereto.

Merger Sub
shall have the meaning given in the Recitals hereto.

Minimum
Takedown Threshold
” shall have the meaning given in Section 2.1.4.

Misstatement
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.

Original
RRA
” shall have the meaning given in the Recitals hereto.

Other Coordinated
Offering
” shall have the meaning given in Section 2.4.1.

Permitted
Transferees
” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities, including prior to the expiration of any lock-up period applicable to such Registrable Securities, subject
to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and
any transferee thereafter.

Piggyback
Registration
” shall have the meaning given in Section 2.2.1.

Prospectus
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

Registrable
Security
” shall mean (a) any outstanding shares of Common Stock and any other equity security (including the
Investor Closing Warrants and any other warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon
the exercise of any other equity security) of the Company held by a Holder immediately following the Closing (including any securities
distributable pursuant to the Merger Agreement and any Investor Shares); (b) any Earnout Shares held or acquired by a Holder; (c) any
outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common
Stock issued or issuable upon the exercise of any other equity security) of the Company acquired by a Holder following the date hereof
to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate”
(as defined in Rule 144) of the Company; (d) any Additional Holder Common Stock; and (e) any other equity security of the Company
or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) (c), or (d) above by way
of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar
transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable
Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise transferred, (ii) new certificates
for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered
by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such
securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any
successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or
timing of sale); (E) such securities may be sold without registration pursuant to another exemption from registration; and (F) such
securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

Registration
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.

Registration
Expenses
” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the
following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any national securities exchange on which the Common Stock is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel
for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and

(F) in an Underwritten Offering or Other Coordinated Offering, reasonable and documented fees and expenses of one (1) legal counsel
selected by the majority-in-interest of the Demanding Holders in an amount not to exceed $50,000.

Registration
Statement
” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

Requesting
Holders
” shall have the meaning given in Section 2.1.5.

Securities
Act
” shall mean the Securities Act of 1933, as amended from time to time.

SEC Statement
shall mean the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
promulgated by the Commission on April 12, 2021 and any subsequent guidance, statements or interpretations issued by the Commission, the
Staff or otherwise relating thereto.

Shelf
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

Shelf
Registration
” shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

Shelf
Takedown
” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement,
including a Piggyback Registration.

Sponsor
shall have the meaning given in the Preamble hereto.

Sponsor Member
shall mean a member of Sponsor who becomes party to this Agreement as a Permitted Transferee of Sponsor.

Subscription
Agreement
” shall have the meaning given in the Preamble hereto.

Subsequent
Shelf Registration Statement
” shall have the meaning given in Section 2.1.2.

Target
shall have the meaning given in the Preamble hereto.

Target
Holders
” shall have the meaning given in the Preamble hereto.

Third-Party Investor
Stockholders
” shall have the meaning given in the Recitals hereto.

Transfer
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c)
public announcement of any intention to effect any transaction specified in clause (a) or (b).

Underwriter
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.

Underwritten
Offering
” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.

Underwritten
Shelf Takedown
” shall have the meaning given in Section 2.1.4.

Withdrawal
Notice
” shall have the meaning given in Section 2.1.6.

ARTICLE
II

REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. No later than the later of (i) thirty (30) calendar days following the Closing Date and (ii) ninety (90) calendar
days following the most recent fiscal year end, the Company shall submit to or file with the Commission a Registration Statement for a
Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on
Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering
the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed
or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after
the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof
if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th)
business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the
Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder
named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission
such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available
for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf,
the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement)
to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section
2.1.1
, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while
Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts
to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially
reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal
of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration Statement
”) registering the resale of all Registrable Securities (determined as of two (2) business
days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause
such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after
the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement
(as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated
under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration
Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included
therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.
Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise,
such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section
2.1.2
, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.3 Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities
that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly
use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement
and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement
shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional
Registrable Securities to be so covered twice per calendar year for each of the Sponsor, the Target Holders collectively, and the Investor
Stockholders collectively.

2.1.4 Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective
Shelf is on file with the Commission, the Sponsor, an Investor Stockholder or a Target Holder (any of the Sponsor, an Investor Stockholder
or a Target Holder being in such case, a “Demanding Holder”)
may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf
(each, an “Underwritten Shelf Takedown”); provided
that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities
proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) with a total offering price
reasonably expected to exceed, in the aggregate, $62.5 million or (y) that constitute all of the remaining Registrable Securities held
by the Demanding Holder ((x) or (y), as applicable, the “Minimum
Takedown Threshold
”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the
Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.
Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist
of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which
shall not be unreasonably withheld, conditioned or delayed). The Sponsor, the Investor Stockholders and the Target Holders may each demand
not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period, for an
aggregate of not more than six (6) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period.
Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective
Registration Statement, including a Form S-3, that is then available for such offering.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good
faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect
to such Underwritten Shelf Takedown (the “Requesting Holders”)
(if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if
any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell
and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering
pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount
or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering
price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number
of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed
to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, the Demanding
Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities
that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities
that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based
on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten
Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such
Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for
marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown
shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice
”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the Sponsor, an Investor Stockholder or a Target Holder may elect to have the Company continue an
Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold
in the Underwritten Shelf Takedown by the Sponsor, the Investor Stockholders, the Target Holders or any of their respective Permitted
Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf
Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder has
not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration
Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such
Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in
such Underwritten Shelf Takedown); provided that, if the Sponsor, an Investor Stockholder or a Target Holder elects to continue
an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead
count as an Underwritten Shelf Takedown demanded by the Sponsor, such Investor Stockholder or such Target Holder, as applicable, for purposes
of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice
to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement,
the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under
this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii)
of the second sentence of this Section 2.1.6.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering
of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for
the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an
Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with
respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration
Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule
thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment
plan, (v) for a Block Trade or (vi) for an Other Coordinated Offering, then the Company shall give written notice of such proposed offering
to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date
of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red
herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and
type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter
or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include
in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt
of such written notice (such registered offering, a “Piggyback Registration”).
Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback
Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such
Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be
included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to
permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement
to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to
be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires
to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered
offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2
hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has
been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of
Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(a) if the Registration or
registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering
(A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1,
pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering
and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which
can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which
Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons
or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;

(b) if the Registration or
registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any,
of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1,
pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering
and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which
can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities,
if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration
rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum
Number of Securities; and

(c) if the Registration or
registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1
hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw
from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to
withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or
Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to
a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such
Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result
of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement
filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior
to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6),
the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal
under this Section 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration
effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.

2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade
or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director
or (c) Holder in excess of five percent (5%) of the outstanding Common Stock (if such Holder is not a passive investor and it is customary
for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the
Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during
the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering,
except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent.
Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially
the same terms and conditions as all such Holders).

2.4 Block Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to
time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered
offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade
”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution
agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering
price reasonably expected to exceed $62.5 million in the aggregate or (y) with respect to all remaining Registrable Securities
held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering
at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts
(including cooperating with such Demanding Holder with respect to the provision of necessary information) to facilitate such Block Trade
or Other Coordinated Offering (which may close as early as two (2) business days after the date it commences); provided that the
Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering
shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior
to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related
to the Block Trade or Other Coordinated Offering.

2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block
Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated
Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers,
sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.

2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated
Offering initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers,
sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one
or more reputable nationally recognized investment banks).

2.4.5 A Demanding Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this
Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected
pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4
hereof.

ARTICLE
III

COMPANY PROCEDURES

3.1 General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable
efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution
thereof, and pursuant thereto the Company shall:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration
Statement or have ceased to be Registrable Securities;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the Sponsor or any Holder that holds at least five percent (5%) of the Registrable
Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules,
regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have
ceased to be Registrable Securities;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or furnished with the Commission
pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);

3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the
Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions
in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan
of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration
or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the
Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;

3.1.7 if Rule 172 under the Securities Act or any successor provision (“Rule 172”) is unavailable, furnish to each
Holder selling Registrable Securities covered by such Registration Statement such number of conformed copies of the prospectus contained
in such Registration Statement, and any amendment or supplement thereto (in each case, excluding any amendment or supplement made through
incorporation by reference of ordinary course Exchange Act filings), in conformity with the requirements of the Securities Act, and such
other documents as such Holder may reasonably request, in each case, in order to facilitate the transfer or other disposition of such
Registrable Securities;

3.1.8 notify each participating Holder, as soon as practicable after the Company receives notice thereof, but in any event within two
business days of such date, of the time when the Registration Statement has been declared effective and the effectiveness of any post-effective
amendment thereto;

3.1.9 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;

3.1.10 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce
the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable
Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference
therein);

3.1.11 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.12
in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or
sales agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit
a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade,
Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by
such Holders, Underwriter or other financial institution to participate, at each such person’s or entity’s own expense, in
the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection
with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality
arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.13 obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration
(subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily
covered by “cold comfort” letters for a transaction of its type as the managing Underwriter may reasonably request;

3.1.14 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or
sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration,
to the extent customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company for the
purposes of such Registration, addressed to the broker, placement agents or sales agent, if any, and the Underwriters, if any, covering
such legal matters with respect to the Registration in respect of which such opinion is being given as the broker, placement agent, sales
agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.15 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or
sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement,
in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

3.1.16 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

3.1.17 with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in such Underwritten Offering; and

3.1.18 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter,
broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable
fees, Underwriter marketing costs and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the
contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel,
that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues
thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees
to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements
approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,
underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales,
distribution or placement arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result
of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as
soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus
may be resumed.

3.4.2 Subject to Section 3.4.4, if (i) the filing, initial effectiveness or continued use of a Registration Statement in
respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
or (c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the
majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such
time or (ii) the majority of the Board determines to delay the filing or initial effectiveness of, or suspend use of, a Registration Statement
and such delay or suspension arises out of, or is a result of, or is related to or is in connection with the SEC Statement or other accounting
matters, or any related disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders
(which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness
of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary
for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale
or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable
Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

3.4.3 Subject to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable
efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders
have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly
underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered
offering pursuant to Section 2.1.4 or 2.4.

3.4.4 The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than
ninety (90) days during any twelve (12)-month period.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly
filed or furnished with the Commission pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to
this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request,
all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.

ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors,
employees, advisors, representatives, members and agents and each person or entity who controls such Holder (within the meaning of the
Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable
and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated
by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder
expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls
such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
(or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus (the “Holder Information”)
and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls
the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including,
without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of
material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the
case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of
the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or
entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and
(ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person
or entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities
participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution
to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made
by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission),
such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal
or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in
this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty
of such fraudulent misrepresentation.

ARTICLE
V

MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in
the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation.
Any notice or communication under this Agreement must be addressed, if to the Company, to: Voltus Technologies, Inc., 2443 Fillmore Street,
#308-3427, San Francisco, CA 94115, Attention: Gregg Dixon Laurie Harrison, or by email: [email protected] and [email protected],
and, if to any Holder, at such Holder’s address, electronic mail address or facsimile number as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third-Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.

5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided
that with respect to the Target Holders, the Investor Stockholders and the Sponsor, the rights hereunder that are personal to such Holders
may not be assigned or delegated in whole or in part, except that (i) each of the Target Holders shall be permitted to transfer its
rights hereunder as the Target Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such
Target Holder (it being understood that no such transfer shall reduce or multiply any rights of such Target Holder or such transferees),
(ii) each of the Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more
affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such
transfer shall reduce or multiply any rights of such Investor Stockholder or such transferees) and (iii) the Sponsor shall be permitted
to transfer its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders
of the Sponsor (including the Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection
with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce
or multiply any rights of the Sponsor or such transferees).

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly
set forth in this Agreement and Section 5.2.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and
provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder
in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 5.2
shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

5.5 TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.6 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the
total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived,
or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor so long as the Sponsor and its
affiliates hold, in the aggregate, at least 3.5 percent (3.5%) of the outstanding shares of Common Stock of the Company; provided,
further, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each
Investor Stockholder so long as such Investor Stockholder and its respective affiliates hold, in the aggregate, at least 3.5 percent (3.5%)
of the outstanding shares of Common Stock of the Company; provided, further, that notwithstanding the foregoing, any amendment
hereto or waiver hereof shall also require the written consent of each Target Holder so long as such Target Holder and its respective
affiliates hold, in the aggregate, at least 3.5 percent (3.5%) of the outstanding shares of Common Stock of the Company; and provided,
further, that any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the
shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require
the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure
or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of
any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a
party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.7 Other Registration Rights. Other than (i) the Third-Party Investor Stockholders who have registration rights with respect
to their Investor Shares pursuant to their respective Subscription Agreements and (ii) as provided in the Original RRA, the Company represents
and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register
any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company
for the sale of securities for its own account or for the account of any other person or entity. The Company hereby agrees and covenants
that it will not grant rights to register any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant
to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders hereunder without (a) the prior written
consent of (i) the Sponsor, for so long as the Sponsor and its affiliates hold, in the aggregate, at least 3.5 percent (3.5%) of the outstanding
shares of Common Stock of the Company, (ii) an Investor Stockholder, for so long as such Investor Stockholder and its affiliates hold,
in the aggregate, at least 3.5 percent (3.5%) of the outstanding shares of Common Stock of the Company, and (iii) a Target Holder, for
so long as such Target Holder and its affiliates hold, in the aggregate, at least 3.5 percent (3.5%) of the outstanding shares of Common
Stock of the Company; or (b) granting economically and legally equivalent rights to the Holders hereunder such that the Holders shall
receive the benefit of such more favorable or senior terms and/or conditions. Further, the Company represents and warrants that this Agreement
supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between
any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.8 Term. This Agreement shall terminate on the earlier of (a) the tenth (10th) anniversary of the date of this Agreement
and (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5
and Article IV shall survive any termination.

5.9 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.

5.10 Additional Holders;
Joinder
. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior
written consent of each of the Sponsor, each Investor Stockholder and each Target Holder (in each case, so long as such Holder and its
affiliates hold, in the aggregate, at least 3.5 percent (3.5%) of the outstanding shares of Common Stock of the Company), the Company
may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement
(each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from
such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify
the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the
terms of a Joinder by such Additional Holder, the Common Stock then owned, or underlying any rights then owned, by such Additional Holder
(the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein
and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.

5.11 Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of
this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in
such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.

5.12 Entire Agreement;
Restatement
. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing, the Original
RRA shall no longer be of any force or effect.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.

  COMPANY:
     
  VOLTUS TECHNOLOGIES, INC.,
  a Delaware corporation
   
  By:                       
    Name:
    Title:
     
  HOLDERS:
     
  NOKOMIS ESG SPONSOR, LLC,
  a Delaware limited liability company
   
  By:  
    Name:
    Title:
     
  [Entity Target Holders]
  a [●]
   
  By:  
    Name:
    Title:
     
   
  [Individual Target Holders]

[Signature Page to Amended and Restated
Registration Rights Agreement]

  [Entity Investor Stockholders],
  a Delaware limited liability company
   
  By:                      
    Name:
    Title:
     
   
  [Individual Investor Stockholders]

[Signature Page to Amended
and Restated Registration Rights Agreement]

Schedule 1

Target Holders

[*]

Schedule 2

Investor Stockholders

[*]

Exhibit A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing
and delivering this joinder (this “Joinder”)
pursuant to the Amended and Restated Registration Rights Agreement, dated as of [●], 2021 (as the same may hereafter be amended,
the “Registration Rights Agreement”), among
Voltus Technologies, Inc., a Delaware corporation (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.

By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities
in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.

Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.

   
  Signature of Stockholder
     
   
  Print Name of Stockholder
  Its:
   
  Address:               
   
   

Agreed and Accepted as of
____________, 20__

VOLTUS TECHNOLOGIES, INC.  
     
By:                             
Name:     
Its:    

 

EXHIBIT
D

FORM
OF LOCKUP AGREEMENT

 

This
Lockup Agreement is dated as of [●], 2021 and is between Voltus Technologies, Inc., a Delaware corporation (the “Company”)
(f/k/a Broadscale Acquisition Corp., a Delaware corporation), each of the stockholder parties identified on Exhibit A hereto
and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto (each, a “Joinder”)
with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder
Parties
”), and solely for purposes of Section 2.1(h), each of the individuals listed on Exhibit C hereto.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).

 

BACKGROUND:

 

WHEREAS,
the Stockholder Parties own or will own equity interests in the Company;

 

WHEREAS,
the Company, Velocity Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger
Sub
”), and Voltus, Inc., a Delaware corporation (“Voltus”), entered into an Agreement and Plan
of Merger (as amended or modified from time to time, the “Merger Agreement”), dated as of November 30,
2021, pursuant to which, among other transactions, Merger Sub merged with and into Voltus, with Voltus continuing on as the surviving
entity and a wholly owned subsidiary of the Company, on the terms and conditions set forth therein; and

 

WHEREAS,
in connection with the Merger, the parties hereto wish to set forth herein certain understandings between such parties with respect to
restrictions on transfer of equity interests in the Company.

 

NOW,
THEREFORE
, the parties agree as follows:

 

ARTICLE I
INTRODUCTORY MATTERS

 

1.1 Defined
Terms
. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with
initial capital letters:

 

Action
has the meaning set forth in Section 3.7.

 

Affiliate
has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

 

Agreement
means this Lockup Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance
with the terms hereof.

 

 

Change
of Control
” means (i) any transaction or series of transactions (A) following which a Person or “group” (within
the meaning of Section 13(d) of the Exchange Act) of Persons (other than the Company, the Surviving Corporation or any of their respective
Subsidiaries), has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing
fifty percent (50%) or more of the voting power of or economic rights or interests in the Company, the Surviving Corporation or any of
their respective Subsidiaries, (B) constituting a merger, consolidation, reorganization or other business combination, however effected,
following which either (1) the members of the Board of Directors of the Company or the Surviving Corporation immediately prior to such
merger, consolidation, reorganization or other business combination do not constitute at least a majority of the Board of Directors of
the company surviving the combination or, if the Surviving Corporation is a Subsidiary, the ultimate parent thereof or (2) the voting
securities of the Company, the Surviving Corporation or any of their respective Subsidiaries immediately prior to such merger, consolidation,
reorganization or other business combination do not continue to represent or are not converted into fifty percent (50%) or more of the
combined voting power of the then outstanding voting securities of the Person resulting from such combination or, if the Surviving Corporation
is a Subsidiary, the ultimate parent thereof, or (C) the result of which is a sale of all or substantially all of the assets of the Company
or the Surviving Corporation (as appearing in its most recent balance sheet) to any Person or (ii) any liquidation, dissolution, or winding-up
of the business and affairs of the Company, or any consolidation or reorganization of the Company.

 

Closing
Date
” means the closing date of the Merger.

 

Common
Stock
” means the common stock, par value $0.0001 per share, of the Company, following the consummation of the Merger.

 

Company
has the meaning set forth in the Preamble.

 

Exchange
Act
” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the
same may be amended from time to time.

 

Insider
Letter
” shall mean that certain letter agreement, dated as of February 11, 2021, by and among the Company, the Sponsor
and each of the other parties thereto.

 

Lock-up
has the meaning set forth in Section 2.1(a).

 

Lock-up
Period
” has the meaning set forth in Section 2.1(c).

 

Lock-up
Shares
” has the meaning set forth in Section 2.1(c).

 

Merger
has the meaning set forth in the Background.

 

Merger
Agreement
” has the meaning set forth in the Background.

 

Merger
Sub
” has the meaning set forth in the Background.

 

Permitted
Transferees
” has the meaning set forth in Section 2.1(c).

 

Stockholder
Parties
” has the meaning set forth in the Preamble.

 

Subscription
Agreement
” means a Subscription Agreement, dated as of November 30, 2021, by and between a Stockholder Party
and the Company.

 

Trading
Day
” means any day on which shares of Common Stock are actually traded on the principal securities exchange or securities
market on which shares of Common Stock are then traded.

 

Transfer
has the meaning set forth in Section 2.1(c).

 

Voltus
has the meaning set forth in the Background.

 

1.2 Construction.
Unless the context otherwise requires: (a) “including” (and with correlative meaning “include”) means including
without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed
by the words “without limitation”; (b)  “or” is disjunctive but not exclusive, (c) words in the singular
include the plural, and in the plural include the singular, and (d) the words “hereof”, “herein”, and “hereunder”
and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section references are to sections of this Agreement unless otherwise specified. The parties have participated jointly
in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provision of this Agreement.

 

ARTICLE II
LOCKUP

 

2.1 Lockup.

 

(a) Subject
to the exclusions in Section 2.1(b), each Stockholder Party agrees not to Transfer any Lock-up Shares until the end of the Lock-up
Period (the “Lock-up”).

 

(b) Each
Stockholder Party or any of its Permitted Transferees may Transfer any Lock-up Shares it holds during the Lock-up Period (a) to other
Stockholder Parties or any direct or indirect partners, members or equity holders of such Stockholder Party, any Affiliates of such Stockholder
Party or any related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates; (b) by gift to
a charitable organization; or, in the case of an individual, by gift to a member of the individual’s immediate family or to a trust,
the primary beneficiaries of which are one or more members of the individual’s immediate family or an Affiliate of such Person;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) in connection with any bona fide mortgage, encumbrance or pledge to a financial
institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (f) to
the equity holders of such Stockholder Party upon dissolution of the Stockholder Party by virtue of the Stockholder Party’s organizational
documents; or (g) to the Company; provided, however, that such Permitted Transferees must enter into a Joinder.

 

 

(c) For
purposes of this Section 2.1:

 

(i) The
term “Lock-up Period” means the period beginning on the Closing Date and ending on the earlier of (i) the one-year
anniversary of the Closing Date and (ii) the date on which the last reported sale price of the Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within
any period of 30 consecutive Trading Days commencing at least 150 days after the Closing Date. Notwithstanding the foregoing, in the
event that a definitive agreement that contemplates a Change of Control is entered into after the Closing Date, the Lock-up Period for
any Lock-up Shares shall automatically terminate immediately prior to such Change of Control. For the avoidance of doubt, no Lock-up
Shares shall be subject to Lock-up from and after the date that is one year after the Closing Date.

 

(ii) The
term “Lock-up Shares” means with respect to any Stockholder Party and its respective Permitted Transferees,
(A) the shares of Common Stock held by such Person immediately following the closing of the Merger other than any shares of Common Stock
purchased pursuant to a Subscription Agreement and (B) the shares of Common Stock issuable to such Person upon the settlement or exercise
of restricted stock units, stock options or other equity awards outstanding as of immediately following the closing of the Merger in
respect of awards of Voltus outstanding immediately prior to the closing of the Merger, determined as if, with respect to any such equity
awards that are net exercised, such equity awards were instead cash exercised.

 

(iii) The
term “Permitted Transferees” means, prior to the expiration of the Lock-up Period, any Person to whom such
Stockholder Party or any other Permitted Transferee of such Stockholder Party is permitted to transfer such shares of Common Stock pursuant
to Section 2.1(b).

 

(iv) The
term “Transfer” means the (A) sale of, offer to sell, contract or agreement to sell, hypothecation or pledge
of, grant of any option to purchase or otherwise disposition of or agreement to dispose of, in each case, directly or indirectly, or
establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with
respect to, any security, (B) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (C) public announcement of any intention to effect any transaction specified in clause (A) or (B).

 

(d) Each
Stockholder Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during
the applicable Lock-up Period so long as no Transfers of such Stockholder Party’s shares of Common Stock in contravention of this
Section 2.1 are effected prior to the expiration of the applicable Lock-up Period.

 

(e) Each
Stockholder Party also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such
Stockholder Party’s Lock-up Shares describing the foregoing restrictions.

 

(f) For
the avoidance of doubt, each Stockholder Party shall retain all of its rights as a stockholder of the Company with respect to the Lock-up
Shares during the Lock-up Period, including the right to vote any Lock-up Shares.

 

(g) Notwithstanding
anything to the contrary in this Agreement, if the Company waives, releases, terminates, shortens, or otherwise amends or modifies the
restrictions in this Agreement as to any Stockholder Party (a “Release”), then the Release shall apply pro rata and
on the same terms to the Lock-up of each Stockholder Party’s Lock-up Shares hereunder and the provisions of this Section 2.1
shall be deemed immediately and automatically waived, released, terminated, shortened, amended or modified, as the case may be, to
the extent of such Release, without further action of the parties. For the avoidance of doubt, the provisions of this Section 2.1
shall not be deemed waived, released, terminated, shortened, amended or modified if any such waiver, release, termination, shortening,
amendment or modification would further obligate or is otherwise adverse to the holders of Lock-up Shares hereunder; provided, however,
that in any such circumstances the holders of Lock-up Shares hereunder shall be granted equal opportunity to participate in such Release
on equal terms to the parties thereto prior to the effectiveness thereof. Prior to any Release, the Company will provide reasonable advance
written notice (in no case less than five (5) Trading Days) to each holder of the Lock-up Shares, indicating that the Company plans to
take a specified action with respect to the Release and setting forth the terms of any such Release.

 

(h) Termination
of Existing Lock-Up. With respect to the Sponsor, the lock-up provisions in this Section 2 shall supersede the lock-up provisions
contained in Section 7 of the Insider Letter, which provisions in Section 7 of the Insider Letter shall be of no further force or effect
as of the date of this Agreement.

 

ARTICLE III
GENERAL PROVISIONS

 

3.1 Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return
receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or
(iv) when delivered by email, addressed as follows:

 

If
to the Company, to:

 

Voltus
Technologies, Inc.
2443 Fillmore Street, #308-3427

San
Francisco, CA 94115

Attention:
   Gregg Dixon

                     Laurie Harrison

Email:
         [email protected]

                     [email protected]

 

with
a copy (not constituting notice) to:

Latham & Watkins LLP
811 Main Street

Suite
3700

Houston,
Texas 77002
Attention:    Ryan Maierson

                    Spencer
Ricks
E-mail:         Ryan.[email protected]
                    Spencer [email protected]

 

If
to any Stockholder Party, to such address indicated on the Company’s records with respect to such Stockholder Party or to such
other address or addresses as such Stockholder Party may from time to time designate in writing.

 

3.2 Amendment;
Waiver
.

 

(a) Except
as expressly set forth in this Agreement, the terms and provisions of this Agreement may be amended or modified in whole or in part only
by a duly authorized agreement in writing executed by the Company and the Stockholder Parties holding a majority of the shares then held
by the Stockholder Parties in the aggregate as to which this Agreement has not been terminated.

 

(b) Except
as expressly set forth in this Agreement, neither the failure nor delay on the part of any party hereto to exercise any right, remedy,
power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy
power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power
or privilege with respect to any other occurrence.

 

(c) No
party shall be deemed to have waived any claim arising out of this Agreement, or any right, remedy, power or privilege under this Agreement,
unless the waiver of such claim, right, remedy, power or privilege is expressly set forth in a written instrument duly executed and delivered
on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is
given.

 

(d) The
Company and any party hereto may unilaterally waive any of its rights hereunder in a signed writing delivered to (i) in the case of a
waiver by the Company, to the applicable Stockholder Parties and (ii) in the case of a waiver by a Stockholder Party, to the Company.

 

(e) Notwithstanding
anything to the contrary, any amendment, modification or waiver of any provision herein that would (i) adversely affect any Stockholder
Party, or (ii) disproportionately affect any Stockholder Party as compared to any other Stockholder Party, in each case, will not bind
any such Stockholder Party without such Stockholder Party’s prior written approval.

 

 

3.3 Further
Assurances
. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise
their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full
effect to this Agreement and every provision hereof.

 

3.4 Assignment.
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors
and assigns. Any attempted assignment in violation of the terms of this Section 3.4 shall be null and void, ab initio.

 

3.5 Third
Parties
. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person,
other than the parties hereto, any right or remedies under or by reason of this Agreement, as a third party beneficiary or otherwise.

 

3.6 Governing
Law
. THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE LOCK-UP
CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT
TO PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF
ANOTHER JURISDICTION.

 

3.7 Jurisdiction.
Any claim, action, suit, assessment, arbitration or proceeding (an “Action”) based upon, arising out of or
related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware
(or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has
or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably submits
to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction,
venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court,
and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other
court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or
to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments
obtained in any Action brought pursuant to this Section 3.7.

 

3.8 Waiver
of Jury Trial
. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES
THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 3.8.

 

3.9 Specific
Performance
. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate
remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including
failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or
otherwise breach such provisions. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction, specific
performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof,
without proof of damages, prior to the valid termination of this Agreement, and (b) the right of specific enforcement is an integral
part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement.
Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other
parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or
equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in accordance with this Section 3.9 shall not be required to provide any bond or other
security in connection with any such injunction.

 

3.10 Entire
Agreement
. Except as otherwise set forth herein, this Agreement constitutes the full and entire understanding and agreement among
the parties relating to the Lock-up and supersede any other agreements, whether written or oral, that may have been made or entered into
by or among any of the parties hereto relating to the Lock-up. No representations, warranties, covenants, understandings, agreements,
oral or otherwise, relating to the Lock-up exist between the parties except as expressly set forth or referenced in this Agreement. Notwithstanding
the foregoing, nothing in this Agreement shall limit any of the rights, remedies or obligations of the Company or any of the Stockholder
Parties under any other agreement between any of the Stockholder Parties and the Company, and nothing in any other agreement, certificate
or instrument shall limit any of the rights, remedies or obligations of any of the Stockholder Parties or the Company under this Agreement.

 

3.11 Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent,
held invalid or unenforceable in any respect under the laws governing this Agreement, they shall take any actions necessary to render
the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary,
shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a
valid and enforceable provision giving effect to the intent of the parties.

 

3.12 Captions;
Counterparts
. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement. This Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile,
electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,
the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other electronic transmission method and
any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

3.13 Several
Liability
. The liability of any Stockholder Party hereunder is several (and not joint). Notwithstanding any other provision of
this Agreement, in no event will any Stockholder Party be liable for any other Stockholder Party’s breach of such other Stockholder
Party’s obligations under this Agreement.

 

3.14 Effectiveness.
This Agreement shall be valid and enforceable as of the date of this Agreement and may not be revoked by any party hereto.

 

[Remainder
of Page Intentionally Left Blank
]

 

 

IN
WITNESS WHEREOF, the parties hereto have executed this Lockup Agreement on the day and year first above written.

 

  VOLTUS TECHNOLOGIES, INC.
     
  By:                        
  Name:  
  Title:  
     
  NOKOMIS ESG SPONSOR LLC
     
  By:  
  Name:  
  Title:  

 

 

  [STOCKHOLDER PARTY]
   
By:                                   

 

 

  Solely for purposes of Section 2.1(h):
     
  ANDREW SHAPIRO
     
  By:                            
     
     
  Solely for purposes of Section 2.1(h):
     
  JOHN P. HANNA
     
  By:  
     
     
  Solely for purposes of Section 2.1(h):
     
  JEFFREY F. BROTMAN
     
  By:  
     
     
  Solely for purposes of Section 2.1(h):
     
  EDWARD E. COHEN
     
  By:  

  Solely for purposes of Section 2.1(h):
     
  GEORGIA LEVENSON KEOHANE
                       
  By:  
     
     
  Solely for purposes of Section 2.1(h):
     
  ALEXANDER KARSNER
     
  By:  
     
     
  Solely for purposes of Section 2.1(h):
     
  LISA COCA
     
  By:  

 

 

Exhibit A

 

[*]

 

Exhibit B

FORM OF JOINDER TO LOCKUP AGREEMENT

[______], 20__

 

Reference
is made to the Lockup Agreement, dated as of [●], 2021, by and among Voltus Technologies, Inc., Inc. (the “Company”)
and the other Stockholder Parties (as defined therein) from time to time party thereto (as amended from time to time, the “Lockup
Agreement
”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Lockup Agreement.

 

Each
of the Company and each undersigned holder of shares of the Company (each, a “New Stockholder Party”) agrees that
this Joinder to the Lockup Agreement (this “Joinder”) is being executed and delivered for good and valuable consideration.

 

Each
undersigned New Stockholder Party hereby agrees to and does become party to the Lockup Agreement as a Stockholder Party. This Joinder
shall serve as a counterpart signature page to the Lockup Agreement and by executing below each undersigned New Stockholder Party is
deemed to have executed the Lockup Agreement with the same force and effect as if originally named a party thereto.

 

This
Joinder may be executed in multiple counterparts, including by means of facsimile or electronic signature, each of which shall be deemed
an original, but all of which together shall constitute the same instrument.

 

[Remainder
of Page Intentionally Left Blank.
]

 

IN
WITNESS WHEREOF, the undersigned have duly executed this Joinder as of the date first set forth above.

 

  [NEW STOCKHOLDER PARTY]
   
By:                          
    Name:
    Title

 

  VOLTUS TECHNOLOGIES, INC.,
   
By:                                    
    Name:
    Title

 

 

Exhibit C

 

1. Andrew Shapiro

 

2. John P. Hanna

 

3. Jeffrey F. Brotman

 

4. Edward E. Cohen

 

5. Georgia Levenson Keohane

 

6. Alexander Karsner

 

7. Lisa Coca

EXHIBIT E

Voltus
TECHNOLOGIES, Inc.

2022 INCENTIVE AWARD PLAN

ARTICLE
I.
Purpose

The Plan’s purpose is
to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions
to the Company by providing these individuals with equity ownership opportunities.

ARTICLE
II.
Definitions

As used in the Plan, the following
words and phrases have the meanings specified below, unless the context clearly indicates otherwise:

2.1
Administrator” means the Board or a Committee to the extent that the Board’s powers or authority
under the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority
under the Plan that have been delegated to one or more officers pursuant to Section 4.2, the term “Administrator”
shall refer to such officer(s) unless and until such delegation has been revoked.

2.2
Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code,
the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws,
statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities
exchange or automated quotation system on which the Shares are listed, quoted or traded.

2.3
Award” means an Option, Stock Appreciation Right, Restricted Stock award, Restricted Stock Unit award,
Performance Bonus Award, Performance Stock Unit award, Dividend Equivalents award or Other Stock or Cash Based Award granted to a
Participant under the Plan.

2.4 “Award
Agreement
” means an agreement evidencing an Award, which may be written or electronic, that contains such terms and conditions
as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

2.5
Board” means the Board of Directors of the Company.

2.6 “Cause
shall have the meaning ascribed to such term, or term of similar effect, in any offer letter, employment, severance or similar agreement,
including any Award Agreement, between the Participant and the Company or any Subsidiary; provided, that in the absence of an offer letter,
employment, severance or similar agreement containing such definition, Cause means, with respect to a Participant, the occurrence of
any of the following: (a) an act of dishonesty made by the Participant in connection with the Participant’s responsibilities as
a Service Provider; (b) the Participant’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud,
embezzlement or any other act of moral turpitude, or a material violation of federal or state law (or equivalent in any non-U.S. jurisdiction)
by the Participant that the Administrator reasonably determines has had or will have a material detrimental effect on the Company’s
reputation or business; (c) the Participant’s gross misconduct; (d) the Participant’s willful and material unauthorized use
or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation
of nondisclosure as a result of the Participant’s relationship with the Company or any Subsidiary; (e) the Participant’s
willful breach of any material obligations under any written agreement or covenant with the Company or any Subsidiary; or (f) the Participant’s
continued substantial failure to perform the Participant’s duties as a Service Provider (other than as a result of the Participant’s
physical or mental incapacity) after the Participant has received a written demand for performance that specifically sets forth the factual
basis for the determination that the Participant has not substantially performed the Participant’s duties and has failed to cure
such non-performance to the Administrator’s reasonable satisfaction within 30 business days after receiving such notice. For purposes
of this definition, no act or failure to act shall be considered willful unless it is done in bad faith and without reasonable intent
that the act or failure to act was in the best interest of the Company or required by law. Any act, or failure to act, based upon authority
or instructions given to the Participant pursuant to a direct instruction from the Company’s chief executive officer or based on
the advice of counsel for the Company will be conclusively presumed to be done or omitted to be done by the Participant in good faith
and in the best interest of the Company.

2.7 “Change
in Control
” means any of the following:

(a) The
consummation of a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration
statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership (within
the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of the Company’s securities possessing more than 50% of the total combined
voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, that the following acquisitions
shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition by an employee
benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition which complies with clauses (c)(i), (c)(ii) and
(c)(iii) of this definition; or (iv) in respect of an Award held by a particular Participant, any acquisition by the Participant or any
group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant);

(b) The
Incumbent Directors cease for any reason to constitute a majority of the Board;

(c) The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or
stock of another entity, in each case other than a transaction:

(i) which
results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls,
directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise
succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction;

(ii) after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated for purposes of this clause (c)(ii) as beneficially owning 50% or more
of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation
of the transaction; and

(iii) after
which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board
members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or

(d) The
completion of a liquidation or dissolution of the Company.

Notwithstanding the foregoing, in no event will
the transactions contemplated by that certain Agreement and Plan of Merger entered into on November 30, 2021, by and among the Company, Broadscale
Acquisition Corp., and certain other parties (the “Merger Agreement”) or the transactions occurring in connection
therewith constitute a Change in Control, and if a Change in Control constitutes a payment event with respect to any Award (or any portion
of an Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition
of additional taxes under Section 409A, the transaction or event described in subsection (a), (b), (c) or (d) of this definition with
respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award
if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have full and final authority,
which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above
definition, the date of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in
conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation
Section 1.409A-3(i)(5) shall be consistent with such regulation.

2.8 “Code
means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative
authority issued thereunder.

2.9 “Committee
means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to
the extent permitted by Applicable Law. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member
of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee
director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director”
within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

2.10 “Common
Stock
” means the common stock of the Company.

2.11
Company” means Voltus Technologies, Inc., a Delaware corporation, or any successor.

2.12
Consultant” means any person, including any adviser, engaged by the Company or a Subsidiary to render
services to such entity if the consultant or adviser: (i) renders bona fide services to the Company or a Subsidiary;
(ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not
directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.

2.13
Designated Beneficiary” means, if permitted by the Company, the beneficiary or beneficiaries the
Participant designates, in a manner the Company determines, to receive amounts due or exercise the Participant’s rights if the
Participant dies. Without a Participant’s effective designation, “Designated Beneficiary” will mean the
Participant’s estate or legal heirs.

2.14
Director” means a Board member.

2.15
Disability” means a permanent and total disability under Section 22(e)(3) of the Code.

2.16 “Dividend
Equivalents
” means a right granted to a Participant to receive the equivalent value (in cash or Shares) of dividends paid
on a specified number of Shares. Such Dividend Equivalent shall be converted to cash or additional Shares, or a combination of cash and
Shares, by such formula and at such time and subject to such limitations as may be determined by the Administrator.

2.17 “DRO
means a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder.

2.18 “Effective
Date
” has the meaning set forth in Section 11.3.

2.19 “Employee
means any employee of the Company or any of its Subsidiaries.

2.20 “Equity
Restructuring
” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock
split (including a reverse stock split), spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number
or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in
the per share value of the Common Stock underlying outstanding Awards.

2.21 “Exchange
Act
” means the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative
authority issued thereunder.

2.22 “Fair
Market Value
” means, as of any date, the value of a Share determined as follows: (i) if the Common Stock is listed
on any established stock exchange, the value of a Share will be the closing sales price for a Share as quoted on such exchange for such
date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street
Journal
or another source the Administrator deems reliable; (ii) if the Common Stock is not listed on an established stock exchange
but is quoted on a national market or other quotation system, the value of a Share will be the closing sales price for a Share on such
date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The
Wall Street Journal or another source the Administrator deems reliable; or (iii) if the Common Stock is not listed on any established
stock exchange or quoted on a national market or other quotation system, the value established by the Administrator in its sole discretion.

2.23 “Greater
Than 10% Stockholder
” means an individual then owning (within the meaning of Section 424(d) of the Code) more than
10% of the total combined voting power of all classes of stock of the Company or any parent corporation or subsidiary corporation of the
Company, as determined in accordance with in Section 424(e) and (f) of the Code, respectively.

2.24 “Incentive
Stock Option
” means an Option that meets the requirements to qualify as an “incentive stock option” as defined
in Section 422 of the Code.

2.25 “Incumbent
Directors”
means, for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute
the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with
the Company to effect a transaction described in clause (a) or (c) of the Change in Control definition) whose election or nomination for
election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of
the Company in which such person is named as a nominee for Director without objection to such nomination) of the Directors then still
in office who either were Directors at the beginning of the 12-month period or whose election or nomination for election was previously
so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election
contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person
other than the Board shall be an Incumbent Director.

2.26 “Non-Employee
Directo
r” means a Director who is not an Employee.

2.27 “Nonqualified
Stock Option
” means an Option that is not an Incentive Stock Option.

2.28 “Option
means a right granted under Article VI to purchase a specified number of Shares at a specified price per Share during a specified time
period. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option.

2.29 “Other
Stock or Cash Based Awards
” means cash awards, awards of Shares, and other awards valued wholly or partially by referring
to, or are otherwise based on, Shares or other property.

2.30 “Overall
Share Limit
” means the sum of (i) [●]1
Shares; (ii) any Shares that are subject to Prior Plan Awards that become available for issuance under the Plan pursuant to Article V;
and (iii) an annual increase on the first day of each calendar year beginning in 2023 and ending in 2032, equal to the lesser of (A) 5%
of the Shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of Shares as determined
by the Board or the Committee.

2.31 “Participant
means a Service Provider who has been granted an Award.

2.32 “Performance
Bonus Award
” has the meaning set forth in Section 8.3.

2.33 “Performance
Stock Unit
” means a right granted to a Participant pursuant to Section 8.1 and subject to Section 8.2, to receive Shares,
the payment of which is contingent upon achieving certain performance goals or other performance-based targets established by the Administrator.

2.34 “Permitted
Transferee
” means, with respect to a Participant, any “family member” of the Participant, as defined in the
General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any other transferee
specifically approved by the Administrator after taking into account Applicable Law.

2.35 “Plan
means this 2022 Incentive Award Plan.

2.36 “Prior
Plan
” means the Voltus, Inc. 2016 Equity Incentive Plan.

2.37 “Prior
Plan Award
” means an award outstanding under the Prior Plan as of the Effective Date.

2.38 “Public
Trading Date
” means the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on
any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer
quotation system.

2.39 “Restricted
Stock
” means Shares awarded to a Participant under Article VII, subject to certain vesting conditions and other restrictions.

1 NTD: Initial share reserve to equal 12% of shares outstanding
at closing.

2.40 “Restricted
Stock Unit
” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in
cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting
conditions and other restrictions.

2.41 “Rule
16b-3
” means Rule 16b-3 promulgated under the Exchange Act.

2.42 “Section 409A
means Section 409A of the Code.

2.43 “Securities
Act
” means the Securities Act of 1933, as amended, and all regulations, guidance and other interpretative authority issued
thereunder.

2.44 “Service
Provider
” means an Employee, Consultant or Director.

2.45 “Shares
means shares of Common Stock.

2.46 “Stock
Appreciation Right
” or “SAR” means a right granted under Article VI to receive a payment equal
to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised over the exercise price set
forth in the applicable Award Agreement.

2.47 “Subsidiary
means any entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities beginning with the Company if each
of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests
representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in
such chain.

2.48 “Substitute
Awards
” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards
previously granted, or the right or obligation to make future awards, in each case by a company or other entity acquired by the Company
or any Subsidiary or with which the Company or any Subsidiary combines.

2.49 “Tax-Related
Items
” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social
insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a
Participant) for which a Participant is liable in connection with Awards and/or Shares.

2.50 “Termination
of Service
” means:

(a) As
to a Consultant, the time when the engagement of a Participant as a Consultant to the Company or a Subsidiary is terminated for any reason,
with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where
the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(b) As
to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including,
without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant
simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(c) As
to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated
for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding
terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Subsidiary; provided,
that, unless otherwise provided in the applicable Award Agreement, a Termination of Service will be considered to have occurred as of
the date that the Participant is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason
for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant
is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in the applicable
Award Agreement or determined by the Company, (i) the Participant’s right to vest in an Award, if any, will terminate as of such
date and (ii) the period (if any) during which the Participant may exercise an Option (if any) after such Termination of Service, in each
instance will not be extended by any notice period or any period of “garden leave” or similar period mandated under employment
laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement (if any), and
the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes
of such Participant’s Award(s) under the Plan (including whether the Participant may still be considered to be providing services
while on a leave of absence).

The Company, in its sole discretion,
shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether
a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for Cause and all questions of whether
particular leaves of absence constitute a Termination of Service. For purposes of the Plan, a Participant’s employee-employer relationship
or consultancy relationship shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Participant
ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation,
a spin-off), even though the Participant may subsequently continue to perform services for that entity.

ARTICLE
III.
Eligibility

Service Providers are eligible
to be granted Awards under the Plan, subject to the limitations described herein. No Service Provider shall have any right to be granted
an Award pursuant to the Plan and neither the Company nor the Administrator is obligated to treat Service Providers, Participants or any
other persons uniformly.

ARTICLE
IV.
Administration and Delegation

4.1 Administration.

(a) The
Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant
Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority
to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal
Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply
omissions, reconcile inconsistencies in the Plan or any Award and make all other determinations that it deems necessary or appropriate
to administer the Plan and any Awards. The Administrator (and each member thereof) is entitled to, in good faith, rely or act upon any
report or other information furnished to it, him or her by any officer or other employee of the Company or any Subsidiary, the Company’s
independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist
in the administration of the Plan. The Administrator’s determinations under the Plan are in its sole discretion and will be final,
binding and conclusive on all persons having or claiming any interest in the Plan or any Award.

(b) Without
limiting the foregoing, the Administrator has the exclusive power, authority and sole discretion to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to each Participant; (iii) determine the number of Awards to be granted and the number
of Shares to which an Award will relate; (iv) subject to the limitations in the Plan, determine the terms and conditions of any Award
and related Award Agreement, including, but not limited to, the exercise price, grant price, purchase price, any performance criteria,
any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability
of an Award, and accelerations, waivers or amendments thereof; (v) determine whether, to what extent, and under what circumstances an
Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, or other property, or an Award may be canceled,
forfeited, or surrendered; and (vi) make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator
deems necessary or advisable to administer the Plan.

4.2 Delegation
of Authority
. To the extent permitted by Applicable Law, the Board or any Committee may delegate any or all of its powers under the
Plan to one or more Committees or officers of the Company or any of its Subsidiaries; provided, however, that in no event shall an officer
of the Company or any of its Subsidiaries be delegated the authority to grant Awards to, or amend Awards held by, the following individuals:
(a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company or any of its Subsidiaries or Directors
to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions
and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable organizational
documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At
all times, the delegatee appointed under this Section 4.2 shall serve in such capacity at the pleasure of the Board or the Committee,
as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously delegated authority.
Further, regardless of any delegation, the Board or a Committee may, in its discretion, exercise any and all rights and duties as the
Administrator under the Plan delegated thereby, except with respect to Awards that are required to be determined in the sole discretion
of the Committee under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

ARTICLE
V.
Stock Available for Awards

5.1 Number
of Shares
. Subject to adjustment under Article IX and the terms of this Article V, Awards may be made under the Plan covering
up to a maximum number of Shares equal to the Overall Share Limit. As of the Effective Date, the Company will cease granting awards under
the Prior Plan; however, Prior Plan Awards will remain subject to the terms of the Prior Plan. Shares issued or delivered under the Plan
may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

5.2 Share
Recycling
.

(a) If
all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased,
canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered
by the Award or Prior Plan Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant
for such Shares or not issuing any Shares covered by the Award or Prior Plan Award, the unused Shares covered by the Award or Prior Plan
Award will, as applicable, become or again be available for Awards under the Plan. The payment of Dividend Equivalents in cash in conjunction
with any outstanding Awards or Prior Plan Awards shall not count against the Overall Share Limit.

(b) In
addition, Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award
or any Prior Plan Award shall be available for future grants of Awards. Shares subject to a Stock Appreciation Right that are not issued
in connection with the stock settlement of the Stock Appreciation Right on exercise thereof and Shares tendered by a Participant or withheld
by the Company in payment of the exercise price of an Option or any stock option granted under the Prior Plan shall not be available for
future grants of Awards. Notwithstanding anything to the contrary contained herein, no Shares may again be optioned, granted or awarded
pursuant to an Incentive Stock Option if such action would cause such Option to fail to qualify as an incentive stock option under Section
422 of the Code.

5.3 Incentive
Stock Option Limitations
. Notwithstanding anything to the contrary herein, no more than [•] Shares (as adjusted to reflect any
Equity Restructuring) may be issued pursuant to the exercise of Incentive Stock Options.

5.4 Substitute
Awards
. In connection with an entity’s merger or consolidation with the Company or any Subsidiary or the Company’s or
any Subsidiary’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any
options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards
may be granted on such terms and conditions as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan.
Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares
available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options
will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan.
Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines
has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination,
the shares available for grant pursuant to the terms of such pre-existing plan (as appropriately adjusted to reflect the transaction)
may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such
Awards may again become available for Awards under the Plan as provided under Section 5.2 above); provided that Awards using such available
shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition
or combination, and shall only be made to individuals who were not Employees, Directors or Consultants prior to such acquisition or combination.

5.5 Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding
non-employee director compensation, the sum of the grant date fair value (determined as of the grant date in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and the maximum
amount that may become payable pursuant to all cash-based Awards that may be granted to a Service Provider as compensation for services
as a Non-Employee Director during any calendar year shall not exceed $750,000, increased to $1,000,000 in the calendar year of a non-employee
Director’s initial service as a non-employee Director. The Administrator may make exceptions to this limit for Non-Employee Directors
in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the Non-Employee Director receiving
such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions
involving Non-Employee Directors.

ARTICLE
VI.
Stock Options and Stock Appreciation Rights

6.1 General.
The Administrator may grant Options or Stock Appreciation Rights to one or more Service Providers, subject to such terms and conditions
not inconsistent with the Plan as the Administrator shall determine. The Administrator will determine the number of Shares covered by
each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations
applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other
person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the
Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of
exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation
Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at
Fair Market Value on the date of exercise or a combination of the two as the Administrator may determine or provide in the Award Agreement.

6.2 Exercise
Price
. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise
price in the Award Agreement. Subject to Section 6.6, the exercise price will not be less than 100% of the Fair Market Value on the grant
date of the Option or Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or Stock Appreciation Right that
is a Substitute Award, the exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable, may
be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined
in accordance with the applicable requirements of Sections 424 and 409A of the Code.

6.3 Duration
of Options
. Subject to Section 6.6, each Option or Stock Appreciation Right will be exercisable at such times and as specified in
the Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed ten years; provided, further, that,
unless otherwise determined by the Administrator or specified in the Award Agreement, (a) no portion of an Option or Stock Appreciation
Right which is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable and (b) the portion of
an Option or Stock Appreciation Right that is unexercisable at a Participant’s Termination of Service shall automatically expire
on the date of such Termination of Service. In addition, in no event shall an Option or Stock Appreciation Right granted to an Employee
who is a non-exempt employee for purposes of overtime pay under the U.S. Fair Labor Standards Act of 1938 be exercisable earlier than
six months after its date of grant. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Stock
Appreciation Right, commits an act of Cause (as determined by the Administrator), or violates any non-competition, non-solicitation or
confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant
and the Company or any of its Subsidiaries, the right to exercise the Option or Stock Appreciation Right, as applicable, may be terminated
by the Company and the Company may suspend the Participant’s right to exercise the Option or Stock Appreciation Right when it reasonably
believes that the Participant may have participated in any such act or violation.

6.4 Exercise.
Options and Stock Appreciation Rights may be exercised by delivering to the Company (or such other person or entity designated by the
Administrator) a notice of exercise, in a form and manner the Company approves (which may be written, electronic or telephonic and may
contain representations and warranties deemed advisable by the Administrator), signed or authenticated by the person authorized to exercise
the Option or Stock Appreciation Right, together with, as applicable, (a) payment in full of the exercise price for the number of Shares
for which the Option is exercised in a manner specified in Section 6.5 and (b) satisfaction in full of any withholding obligation
for Tax-Related Items in a manner specified in Section 10.5. The Administrator may, in its discretion, limit exercise with respect
to fractional Shares and require that any partial exercise of an Option or Stock Appreciation Right be with respect to a minimum number
of Shares.

6.5 Payment
Upon Exercise
. The Administrator shall determine the methods by which payment of the exercise price of an Option shall be made, including,
without limitation:

(a) Cash,
check or wire transfer of immediately available funds; provided that the Company may limit the use of one of the foregoing methods if
one or more of the methods below is permitted;

(b) If
there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including electronically
or telephonically to the extent permitted by the Company) of a notice that the Participant has placed a market sell order with a broker
acceptable to the Company with respect to Shares then issuable upon exercise of the Option and that the broker has been directed to deliver
promptly to the Company funds sufficient to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of
irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company an amount sufficient
to pay the exercise price by cash, wire transfer of immediately available funds or check; provided that such amount is paid to the Company
at such time as may be required by the Company;

(c) To
the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued
at their Fair Market Value on the date of delivery;

(d) To
the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market
Value on the exercise date;

(e) To
the extent permitted by the Administrator, delivery of a promissory note or any other lawful consideration; or

(f) To
the extent permitted by the Administrator, any combination of the above payment forms.

6.6 Additional
Terms of Incentive Stock Options
. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its
present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other
entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted
to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant
date, and the term of the Option will not exceed five years. All Incentive Stock Options (and Award Agreements related thereto) will be
subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees
to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares
acquired under the Option made within (a) two years from the grant date of the Option or (b) one year after the transfer of such Shares
to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property,
assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will
be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option”
under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option”
under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding
the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Nonqualified Stock Option.

ARTICLE
VII.
Restricted Stock; Restricted Stock Units

7.1 General.
The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to forfeiture
or the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant
if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period
or periods that the Administrator establishes for such Award. In addition, the Administrator may grant Restricted Stock Units, which may
be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement,
to Service Providers. The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock and Restricted
Stock Units; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value, if any,
of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each
issuance of Restricted Stock and Restricted Stock Units to the extent required by Applicable Law. The Award Agreement for each Award of
Restricted Stock and Restricted Stock Units shall set forth the terms and conditions not inconsistent with the Plan as the Administrator
shall determine.

7.2 Restricted
Stock
.

(a) Stockholder
Rights
. Unless otherwise determined by the Administrator, each Participant holding shares of Restricted Stock will be entitled to
all the rights of a stockholder with respect to such Shares, subject to the restrictions in the Plan and the applicable Award Agreement,
including the right to receive all dividends and other distributions paid or made with respect to the Shares to the extent such dividends
and other distributions have a record date that is on or after the date on which such Participant becomes the record holder of such Shares;
provided, however, that with respect to a share of Restricted Stock subject to restrictions or vesting conditions, except in connection
with a spin-off or other similar event as otherwise permitted under Section 9.2, dividends which are paid to Company stockholders prior
to the removal of restrictions and satisfaction of vesting conditions shall only be paid to the Participant to the extent that the restrictions
are subsequently removed and the vesting conditions are subsequently satisfied and the share of Restricted Stock vests.

(b) Stock
Certificates
. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates
issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.

(c) Section
83(b) Election
. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock
as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which such Participant would otherwise be
taxable under Section 83(a) of the Code, such Participant shall be required to deliver a copy of such election to the Company promptly
after filing such election with the Internal Revenue Service along with proof of the timely filing thereof.

7.3 Restricted
Stock Units
. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable
after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, subject
to compliance with Applicable Law.

ARTICLE
VIII.
OTHER TYPES OF AWARDS

8.1 General.
The Administrator may grant Performance Stock Unit awards, Performance Bonus Awards, Dividend Equivalents or Other Stock or Cash Based
Awards, to one or more Service Providers, in such amounts and subject to such terms and conditions not inconsistent with the Plan as the
Administrator shall determine.

8.2 Performance
Stock Unit Awards
. Each Performance Stock Unit award shall be denominated in a number of Shares or in unit equivalents of Shares or
units of value (including a dollar value of Shares) and may be linked to any one or more of performance or other specific criteria, including
service to the Company or Subsidiaries, determined to be appropriate by the Administrator, in each case on a specified date or dates or
over any period or periods determined by the Administrator. In making such determinations, the Administrator may consider (among such
other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation
of the particular Participant.

8.3 Performance
Bonus Awards
. Each right to receive a bonus granted under this Section 8.3 shall be denominated in the form of cash (but may be payable
in cash, stock or a combination thereof) (a “Performance Bonus Award”) and shall be payable upon the attainment
of performance goals that are established by the Administrator and relate to one or more of performance or other specific criteria, including
service to the Company or Subsidiaries, in each case on a specified date or dates or over any period or periods determined by the Administrator.

8.4 Dividend
Equivalents
. If the Administrator provides, an Award (other than an Option or Stock Appreciation Right) may provide a Participant
with the right to receive Dividend Equivalents. Dividend Equivalents may be credited to an account for the Participant, settled in cash
or Shares and subject to the same restrictions on transferability and forfeitability as the Award with respect to which the Dividend Equivalents
are granted and subject to other terms and conditions as set forth in the Award Agreement. Notwithstanding anything to the contrary herein,
Dividend Equivalents with respect to an Award subject to vesting shall either (i) to the extent permitted by Applicable Law, not be paid
or credited or (ii) be accumulated and subject to vesting to the same extent as the related Award. All such Dividend Equivalents shall
be paid at such time as the Administrator shall specify in the applicable Award Agreement.

8.5 Other
Stock or Cash Based Awards
. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants
to receive cash or Shares to be delivered in the future and annual or other periodic or long-term cash bonus awards (whether based on
specified performance criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or
Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in
lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other
property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions
of each Other Stock or Cash Based Award, including any purchase price, performance goal(s), transfer restrictions, and vesting conditions,
which will be set forth in the applicable Award Agreement. Except in connection with a spin-off or other similar event as otherwise permitted
under Article IX, dividends that are paid prior to vesting of any Other Stock or Cash Based Award shall only be paid to the applicable
Participant to the extent that the vesting conditions are subsequently satisfied and the Other Stock or Cash Based Award vests.

ARTICLE
IX.
Adjustments for Changes in Common Stock
and Certain Other Events

9.1 Equity
Restructuring
(a). In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article IX,
the Administrator will equitably adjust the terms of the Plan and each outstanding Award as it deems appropriate to reflect the
Equity Restructuring, which may include (i) adjusting the number and type of securities subject to each outstanding Award or with
respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article V
hereof on the maximum number and kind of shares that may be issued); (ii) adjusting the terms and conditions of (including the
grant or exercise price), and the performance goals or other criteria included in, outstanding Awards; and (iii) granting new Awards
or making cash payments to Participants. The adjustments provided under this Section 9.1 will be nondiscretionary and final and
binding on all interested parties, including the affected Participant and the Company; provided that the Administrator will
determine whether an adjustment is equitable.

9.2 Corporate
Transactions
. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or
other property), reorganization, merger, consolidation, split-up, spin off, combination, amalgamation, repurchase, recapitalization, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange
of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or
other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting
the Company or its financial statements or any change in any Applicable Law or accounting principles, the Administrator, on such terms
and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction
or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period
of time after such change), is hereby authorized to take any one or more of the following actions whenever the Administrator determines
that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the
Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction
or event or (z) give effect to such changes in Applicable Law or accounting principles:

(a) To
provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount
that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise
or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than
zero, then the Award may be terminated without payment;

(b) To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares (or other property) covered thereby,
notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(c) To
provide that such Award be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or shall be
substituted for by awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by
the Administrator;

(d) To
make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards or with
respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article V hereof
on the maximum number and kind of shares which may be issued) or in the terms and conditions of (including the grant or exercise price),
and the criteria included in, outstanding Awards;

(e) To
replace such Award with other rights or property selected by the Administrator; or

(f) To
provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

9.3 Change
in Control
.

(a) Notwithstanding
any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to (i) terminate an Award in exchange
for cash, rights or property, or (ii) cause an Award to become fully exercisable and no longer subject to any forfeiture restrictions
prior to the consummation of a Change in Control, pursuant to Section 9.2, (A) such Award (other than any portion subject to performance-based
vesting) shall continue in effect or be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary
of the successor corporation and (B) the portion of such Award subject to performance-based vesting shall be subject to the terms and
conditions of the applicable Award Agreement and, in the absence of applicable terms and conditions, the Administrator’s discretion.

(b) In
the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award (other than any portion subject
to performance-based vesting), the Administrator shall cause such Award to become fully vested and, if applicable, exercisable immediately
prior to the consummation of such transaction and all forfeiture restrictions on such Award to lapse and, to the extent unexercised upon
the consummation of such transaction, to terminate in exchange for cash, rights or other property. The Administrator shall notify the
Participant of any Award that becomes exercisable pursuant to the preceding sentence that such Award shall be fully exercisable for a
period of 15 days from the date of such notice, contingent upon the consummation of the Change in Control, and such Award shall terminate
upon the consummation of the Change in Control in accordance with the preceding sentence.

(c) For
the purposes of this Section 9.3, an Award shall be considered assumed if, following the Change in Control, the Award confers the right
to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock,
cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority
of the outstanding Shares); provided, however, that if such consideration received in the Change in Control was not solely common stock
of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration
to be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation
or its parent equal in fair market value to the per-share consideration received by holders of Common Stock in the Change in Control.

9.4 Administrative
Stand Still
. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or
other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change
affecting the Shares or the share price of Common Stock (including any Equity Restructuring or any securities offering or other similar
transaction) or for reasons of administrative convenience or to facilitate compliance with any Applicable Law, the Company may refuse
to permit the exercise or settlement of one or more Awards for such period of time as the Company may determine to be reasonably appropriate
under the circumstances.

9.5 General.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to
any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or
dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an
Equity Restructuring under Section 9.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares
of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of
Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards
granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation, spin-off, dissolution
or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights
superior to those of the Shares or securities convertible into or exchangeable for Shares.

ARTICLE
X.
Provisions Applicable to Awards

10.1 Transferability.

(a) No
Award may be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or
the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a DRO, unless and until such Award
has been exercised or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed. During
the life of a Participant, Awards will be exercisable only by the Participant, unless it has been disposed of pursuant to a DRO. After
the death of a Participant, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the
Plan or the applicable Award Agreement, be exercised by the Participant’s personal representative or by any person empowered to
do so under the deceased Participant’s will or under the then-Applicable Law of descent and distribution. References to a Participant,
to the extent relevant in the context, will include references to a transferee approved by the Administrator.

(b) Notwithstanding
Section 10.1(a), the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted Transferee of such Participant
to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Nonqualified Stock
Option) to any one or more Permitted Transferees of such Participant, subject to the following terms and conditions: (i) an Award transferred
to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than (A) to another Permitted Transferee
of the applicable Participant or (B) by will or the laws of descent and distribution or, subject to the consent of the Administrator,
pursuant to a domestic relations order; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms
and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award to any Person
other than another Permitted Transferee of the applicable Participant); (iii) the Participant (or transferring Permitted Transferee) and
the receiving Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents
to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer
under Applicable Law and (C) evidence the transfer; and (iv) any transfer of an Award to a Permitted Transferee shall be without consideration,
except as required by Applicable Law. In addition, and further notwithstanding Section 10.1(a), the Administrator, in its sole discretion,
may determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under
Section 671 of the Code and other Applicable Law, the Participant is considered the sole beneficial owner of the Incentive Stock Option
while it is held in the trust.

(c) Notwithstanding
Section 10.1(a), if permitted by the Administrator, a Participant may, in the manner determined by the Administrator, designate a Designated
Beneficiary. A Designated Beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan
is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant and any additional restrictions
deemed necessary or appropriate by the Administrator. If the Participant is married or a domestic partner in a domestic partnership qualified
under Applicable Law and resides in a community property state, a designation of a person other than the Participant’s
spouse
or domestic partner, as applicable, as the Participant’s Designated Beneficiary with respect
to more than 50% of the Participant’s interest in the Award shall not be effective without
the prior written or electronic consent of the Participant’s spouse or domestic partner. Subject
to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time; provided that the change or revocation
is delivered in writing to the Administrator prior to the Participant’s death.

10.2 Documentation.
Each Award will be evidenced in an Award Agreement in such form as the Administrator determines in its discretion. Each Award may contain
such terms and conditions as are determined by the Administrator in its sole discretion, to the extent not inconsistent with those set
forth in the Plan.

10.3 Discretion.
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each
Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

10.4 Changes
in Participant’s Status
. The Administrator will determine how the disability, death, retirement, authorized leave of absence
or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and
the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary
may exercise rights under the Award, if applicable. Except to the extent otherwise required by Applicable Law or expressly authorized
by the Company or by the Company’s written policy on leaves of absence, no service credit shall be given for vesting purposes for
any period the Participant is on a leave of absence.

10.5 Withholding.
Each Participant must pay the Company or a Subsidiary, as applicable, or make provision satisfactory to the Administrator for payment
of, any Tax-Related Items required by Applicable Law to be withheld in connection with such Participant’s Awards and/or Shares by
the date of the event creating the liability for Tax-Related Items. At the Company’s discretion and subject to any Company insider
trading policy (including black-out periods), any withholding obligation for Tax-Related Items may be satisfied by (i) deducting an amount
sufficient to satisfy such withholding obligation from any payment of any kind otherwise due to a Participant; (ii) accepting a payment
from the Participant in cash, by wire transfer of immediately available funds, or by check made payable to the order of the Company or
a Subsidiary, as applicable; (iii) accepting the delivery of Shares, including Shares delivered by attestation; (iv) retaining Shares
from the Award creating the withholding obligation for Tax-Related Items, valued on the date of delivery, (v) if there is a public market
for Shares at the time the withholding obligation for Tax-Related Items is satisfied, selling Shares issued pursuant to the Award creating
the withholding obligation for Tax-Related Items, either voluntarily by the Participant or mandatorily by the Company; (vi) accepting
delivery of a promissory note or any other lawful consideration; or (vii) any combination of the foregoing payment forms. The amount withheld
pursuant to any of the foregoing payment forms shall be determined by the Company and may be up to, but no greater than, the aggregate
amount of such obligations based on the maximum statutory withholding rates in the applicable Participant’s jurisdiction for all
Tax-Related Items that are applicable to such taxable income. If any tax withholding obligation will be satisfied under clause (v) of
the preceding paragraph, each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization
to the Company and instruction and authorization to any brokerage firm selected by the Company to effect the sale to complete the transactions
described in clause (v).

10.6 Amendment
of Award; Repricing
. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award
of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Nonqualified
Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action,
does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Article
IX or pursuant to Section 11.6. In addition, the Administrator shall, without the approval of the stockholders of the Company, have the
authority to (a) amend any outstanding Option or Stock Appreciation Right to reduce its exercise price per Share, or (b) cancel any Option
or Stock Appreciation Right in exchange for cash or another Award.

10.7 Conditions
on Delivery of Stock
. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously
delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as
determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including,
without limitation, any applicable securities laws and stock exchange or stock market rules and regulations, (iii) any approvals from
governmental agencies that the Company determines are necessary or advisable have been obtained, and (iv) the Participant has executed
and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy Applicable
Law. The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have
been obtained, and shall constitute circumstances in which the Administrator may determine to amend or cancel Awards pertaining to such
Shares, with or without consideration to the Participant.

10.8 Acceleration.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some
or all restrictions or conditions, or otherwise fully or partially realizable.

ARTICLE
XI.
Miscellaneous

11.1 No
Right to Employment or Other Status
. No person will have any claim or right to be granted an Award, and the grant of an Award will
not be construed as giving a Participant the right to continue employment or any other relationship with the Company or a Subsidiary.
The Company and its Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement or other written agreement
between the Participant and the Company or any Subsidiary.

11.2 No
Rights as Stockholder; Certificates
. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights
as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding
any other provision of the Plan, unless the Administrator otherwise determines or Applicable Law requires, the Company will not be required
to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded
in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on any
share certificate or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions applicable
to Restricted Stock).

11.3 Effective
Date
. The Plan was approved by the Board on [_____]. The Plan will become effective on the date immediately prior to the date of the
closing (the “Effective Date”) of the transactions contemplated by the Merger Agreement, provided that it is
approved by the Company’s stockholders prior to the Effective Date and such approval occurs within 12 months following the date
the Board approved the Plan. If the Plan is not approved by the Company’s stockholders within the foregoing time frame, or if the
Merger Agreement is terminated prior to the consummation of the transactions contemplated thereby, the Plan will not become effective.
No Incentive Stock Option may be granted pursuant to the Plan after the tenth anniversary of the earlier of (i) the date the Plan was
approved by the Board and (ii) the date the Plan was approved by the Company’s stockholders.

11.4 Amendment
of Plan
. The Board may amend, suspend or terminate the Plan at any time and from time to time; provided that (a) no amendment requiring
stockholder approval to comply with Applicable Law shall be effective unless approved by the Board, and (b) no amendment, other than an
increase to the Overall Share Limit or pursuant to Article IX or Section 11.6, may materially and adversely affect any Award outstanding
at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension
period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by
the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any
Plan amendment to the extent necessary to comply with Applicable Law.

11.5 Provisions
for Foreign Participants
. The Administrator may modify Awards granted to Participants who are nationals of a country other than the
United States or employed or residing outside the United States, establish subplans or procedures under the Plan or take any other necessary
or appropriate action to address Applicable Law, including (a) differences in laws, rules, regulations or customs of such jurisdictions
with respect to tax, securities, currency, employee benefit or other matters, (b) listing and other requirements of any non-U.S. securities
exchange, and (c) any necessary local governmental or regulatory exemptions or approvals.

11.6 Section 409A.

(a) General. The Company
intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest,
or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator
may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including
amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards,
including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A,
including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant
date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The
Company will have no obligation under this Section 11.6 or otherwise to avoid the taxes, penalties or interest under Section 409A
with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits
under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties
or interest under Section 409A.

(b) Separation
from Service
. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement
of such Award upon a Participant’s Termination of Service will, to the extent necessary to avoid taxes under Section 409A,
be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such
“separation from service” occurs upon or after the Participant’s Termination of Service. For purposes of this Plan or
any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment”
or like terms means a “separation from service.”

(c) Payments
to Specified Employees
. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A
and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes
under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from
service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement)
on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments
of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation
from service” will be paid at the time or times the payments are otherwise scheduled to be made.

11.7 Limitations
on Liability
. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer or other employee of the
Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim,
loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with
respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer
or other employee of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer or other employee
of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration
or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of
a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s
own fraud or bad faith; provided that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf.

11.8 Data
Privacy
. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of personal data as described in this Section 11.8 by and among the Company and its Subsidiaries
and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company
and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name,
address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s);
any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and
Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries
and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These
recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data
privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant
may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and
manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding
such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any
necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 11.8 in writing, without
cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the
Plan and, in the Administrator’s sole discretion, the Participant may forfeit any outstanding Awards if the Participant refuses
or withdraws the consents in this Section 11.8. For more information on the consequences of refusing or withdrawing consent, Participants
may contact their local human resources representative.

11.9 Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded,
and the illegal or invalid action will be null and void.

11.10 Governing
Documents
. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and
the Company (or any Subsidiary), the Plan will govern, unless such Award Agreement or other written agreement was approved by the Administrator
and expressly provides that a specific provision of the Plan will not apply.

11.11 Governing
Law
. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, without regard
to the conflict of law rules thereof or of any other jurisdiction.

11.12 Clawback
Provisions
. All Awards (including the gross amount of any proceeds, gains or other economic benefit the Participant actually or constructively
receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to recoupment
by the Company to the extent required to comply with Applicable Law or any policy of the Company providing for the reimbursement of incentive
compensation, whether or not such policy was in place at the time of grant of an Award.

11.13 Titles
and Headings
. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text,
rather than such titles or headings, will control.

11.14 Conformity
to Applicable Law
. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Law. Notwithstanding
anything herein to the contrary, the Plan and all Awards will be administered only in a manner intended to conform with Applicable Law.
To the extent Applicable Law permits, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Law.

11.15 Relationship
to Other Benefits
. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary, except as expressly provided
in writing in such other plan or an agreement thereunder.

11.16 Unfunded
Status of Awards
. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to a Participant pursuant to an Award, nothing contained in the Plan or Award Agreement shall give the Participant any rights
that are greater than those of a general creditor of the Company or any Subsidiary.

11.17 Limitations
Applicable to Section 16 Persons
. Notwithstanding any other provision of the Plan, the Plan and any Award granted or awarded to any
individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements
for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder
shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

11.18 Prohibition
on Executive Officer Loans
. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or an
“executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment
with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from
the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

11.19 Broker-Assisted
Sales
. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with
respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 10.5: (a) any Shares to be sold through
the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares
may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable
Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees
to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the
Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable
Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any
particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation,
the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy
any remaining portion of the Participant’s obligation.

* *  *  * 
*

EXHIBIT F

VOLTUS
TECHNOLOGIES, INC.
2022 INCENTIVE AWARD PLAN

 

GLOBAL
RESTRICTED STOCK UNIT AWARD GRANT NOTICE

Voltus Technologies, Inc.,
a Delaware corporation, (the “Company”), pursuant to its 2022 Incentive Award Plan, as amended from time to
time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an
award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each vested
Restricted Stock Unit represents the right to receive, in accordance with the Global Restricted Stock Unit Award Agreement attached hereto
as Exhibit A (the “Agreement”) (the definition of which shall include any special terms and conditions
for the Participant’s country set forth in the attached appendix (the “Appendix”)), one share of Common
Stock (“Share”). This award of Restricted Stock Units is subject to all of the terms and conditions set forth
herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Capitalized terms not specifically defined
in this Global Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and the Agreement but defined in
the Plan will have the same definitions as in the Plan.

Participant:

[__________________________]
Grant Date: [__________________________]
Total Number of RSUs: [_____________]
Vesting Commencement Date: [_____________]
Vesting Schedule: [_____________]   

By his or her signature and
the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this
Grant Notice. The Participant has reviewed the Plan, the Agreement and this Grant Notice in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the Agreement and
this Grant Notice. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan, the Agreement or this Grant Notice. In addition, by signing below, the Participant also agrees
that the Company, in its sole discretion, may satisfy any withholding obligations in accordance with Section 2.6(b) of the Agreement by
(i) withholding shares of Common Stock otherwise issuable to the Participant upon vesting of the RSUs, (ii) instructing a broker on the
Participant’s behalf to sell shares of Common Stock otherwise issuable to the Participant upon vesting of the RSUs and submit the
proceeds of such sale to the Company, or (iii) using any other method permitted by Section 2.6(b) of the Agreement or the Plan.

VOLTUS TECHNOLOGIES, INC.:   PARTICIPANT:
         
Participant:      
         
By:              By:        
Print Name:     Print Name:  
Title:        
Address:     Address:  

EXHIBIT
A

TO RESTRICTED STOCK UNIT AWARD
GRANT NOTICE

GLOBAL RESTRICTED STOCK UNIT AWARD
AGREEMENT

Pursuant to the Global Restricted
Stock Unit Award Grant Notice (the “Grant Notice”) to which this Global Restricted Stock Unit Award Agreement
(this “Agreement”) (the definition of which shall include any special terms and conditions for the Participant’s
country set out in the attached appendix (the “Appendix”)) is attached, Voltus Technologies, Inc., a Delaware
corporation (the “Company”), has granted to the Participant the number of restricted stock units (“Restricted
Stock Units
” or “RSUs”) set forth in the Grant Notice under the Company’s 2022 Incentive
Award Plan, as amended from time to time (the “Plan”). Each Restricted Stock Unit represents the right to receive
one share of Common Stock (a “Share”) upon vesting.

ARTICLE
I.

 

GENERAL

1.1 Defined
Terms
. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

1.2 Incorporation
of Terms of Plan
. The RSUs are subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the
event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE
II.

 

GRANT OF RESTRICTED STOCK UNITS

2.1 Grant
of RSUs
. Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement, effective as of
the Grant Date set forth in the Grant Notice, the Company hereby grants to the Participant an award of RSUs under the Plan in consideration
of the Participant’s past or continued employment with or service to the Company or any Subsidiaries and for other good and valuable
consideration.

2.2 Unsecured
Obligation to RSUs
. Unless and until the RSUs have vested in the manner set forth in Article 2 hereof, the Participant will have no
right to receive Common Stock under any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation
of the Company, payable (if at all) only from the general assets of the Company.

2.3 Vesting
Schedule
. Subject to Section 2.5 hereof, the RSUs shall vest and become nonforfeitable with respect to the applicable portion thereof
according to the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share).

2.4 Consideration
to the Company
. In consideration of the grant of the award of RSUs pursuant hereto, the Participant agrees to render faithful and
efficient services to the Company or any Subsidiary.

2.5 Forfeiture,
Termination and Cancellation upon Termination of Service
. Notwithstanding any contrary provision of this Agreement or the Plan, upon
the Participant’s Termination of Service for any or no reason, all Restricted Stock Units which have not vested prior to or in connection
with such Termination of Service shall thereupon automatically be forfeited, terminated and cancelled as of the applicable termination
date without payment of any consideration by the Company, and the Participant, or the Participant’s beneficiary or personal representative,
as the case may be, shall have no further rights hereunder, except as may otherwise be provided by the Administrator or as set forth in
a written agreement between the Company and the Participant.

2.6 Issuance
of Common Stock upon Vesting
.

(a) As
soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2.3 hereof, but in no event
later than 60 days after such vesting date (for the avoidance of doubt, if the Participant is subject to taxation in the United States,
this deadline is intended to comply with the “short term deferral” exemption from Section 409A of the Code), the Company shall
deliver to the Participant (or any transferee permitted under Section 3.2 hereof) a number of Shares equal to the number of RSUs subject
to this Award that vest on the applicable vesting date. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to
Section 10.7 of the Plan, the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after
the Administrator determines that Shares can again be issued in accordance with such Section.

(b) As
set forth in Section 10.5 of the Plan, the Company shall have the authority and the right to deduct or withhold, or to require the Participant
to remit to the Company, an amount sufficient to satisfy all applicable Tax-Related Items required by law to be withheld with respect
to any taxable event arising in connection with the Restricted Stock Units. The Company shall not be obligated to deliver any Shares to
the Participant or the Participant’s legal representative unless and until the Participant or the Participant’s legal representative
shall have paid or otherwise satisfied in full the amount of all Tax-Related Items applicable to the taxable income of the Participant
resulting from the grant or vesting of the Restricted Stock Units or the issuance of Shares.

2.7 Conditions
to Delivery of Shares
. The Shares deliverable hereunder may be either previously authorized but unissued Shares, treasury Shares or
issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not
be required to issue Shares deliverable hereunder prior to fulfillment of the conditions set forth in Section 10.7 of the Plan.

2.8 Rights
as Stockholder
. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including,
without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying the RSUs and deliverable hereunder
unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the Shares are issued, except as provided in Article IX of the Plan.

ARTICLE
III.

 

OTHER PROVISIONS

3.1 Administration.
The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations
and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other
interested persons. No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Plan, this Agreement or the RSUs.

3.2 Transferability.
The RSUs shall be subject to the restrictions on transferability set forth in Section 10.1 of the Plan. Notwithstanding the foregoing
or any provision of the Plan, if the Participant is resident outside the United States, the RSUs shall not transferable except to the
Participant’s personal representative on the Participant’s death.

3.3 Tax
Consultation
. The Participant understands that the Participant may suffer adverse tax and social security consequences in connection
with the RSUs granted pursuant to this Agreement (and the Shares issuable with respect thereto). The Participant represents that the Participant
has consulted with any tax consultants the Participant deems advisable in connection with the RSUs and the issuance of Shares with respect
thereto and that the Participant is not relying on the Company for any tax or social security advice.

3.4 Binding
Agreement
. Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be binding upon and
inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.5 Adjustments
Upon Specified Events
. The Administrator may accelerate the vesting of the RSUs in such circumstances as it, in its sole discretion,
may determine. The Participant acknowledges that the RSUs are subject to adjustment, modification and termination in certain events as
provided in this Agreement and Article IX of the Plan.

3.6 Notices.
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of
the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant
at the Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 3.6, either
party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent
via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post
office regularly maintained by the national Postal Service in the Participant’s jurisdiction.

3.7 Participant’s
Representations
. If the Shares issuable hereunder have not been registered under the Securities Act or any applicable state laws on
an effective registration statement at the time of such issuance, the Participant shall, if required by the Company, concurrently with
such issuance, make such written representations as are deemed necessary or appropriate by the Company or its counsel.

3.8 Titles.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

3.9 Governing
Law
. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the
terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.10 Conformity
to Securities Laws
. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary
with all provisions of the Securities Act and the Exchange Act and any other Applicable Law. Notwithstanding anything herein to the contrary,
the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to Applicable Law. To the extent permitted
by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such Applicable Law.

3.11 Amendment,
Suspension and Termination
. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as
may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect
the RSUs in any material way without the prior written consent of the Participant.

3.12 Successors
and Assigns
. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section
3.2 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

3.13 Limitations
Applicable to Section 16 Persons
. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject
to Section 16 of the Exchange Act, then the Plan, the RSUs and this Agreement shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that
are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed
amended to the extent necessary to conform to such applicable exemptive rule.

3.14 Not
a Contract of Service Relationship
. By accepting the RSUs, the Participant acknowledges, understands and agrees that:

(a) nothing
in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider
of the Company or any of its Subsidiaries or interfere with or restrict in any way with the right of the Company or any of its Subsidiaries,
which rights are hereby expressly reserved, to discharge or to terminate for any reason whatsoever, with or without cause, the services
of the Participant at any time, subject to Applicable Laws and the provisions of any written agreement between the Company or a Subsidiary
and the Participant;

(b) the
Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company
at any time, to the extent permitted under the Plan;

(c) the
grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares (whether
on the same or different terms), or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(d) the
future value of the Shares underlying the RSUs is unknown, indeterminable, and cannot be predicted with certainty;

(e) neither
the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency
and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the vesting of
the RSUs or the subsequent sale of any Shares received;

(f) no
claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant’s Termination
of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where
the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of
the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim
against the Company or any Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company and any Subsidiary
from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating
in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents
necessary to request dismissal or withdrawal of such claim.

3.15 Entire
Agreement
. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement
of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to
the subject matter hereof, provided that the RSUs shall be subject to any accelerated vesting provisions in any written agreement between
the Participant and the Company or a Company plan pursuant to which the Participant participates, in each case, in accordance with the
terms therein.

3.16 Section
409A
. This provision only applies to Participants subject to taxation in the United States. This Award is not intended to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury
regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that
may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan,
the Grant Notice or this Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject
to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant
or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies
and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator
determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the
requirements of Section 409A.

3.17 Limitation
on Participant’s Rights
. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement
creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.
Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general
unsecured creditor of the Company and its Subsidiaries with respect to amounts credited and benefits payable, if any, with respect to
the RSUs, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to RSUs, as and
when payable hereunder.

3.18 No
Advice Regarding Grant.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares.
Participant is hereby advised to consult with the Participant’s own personal tax, financial and/or legal advisors regarding the
Tax-Related Items arising in connection with the RSUs and by accepting the RSUs, the Participant has agreed that the Participant has done
so or knowingly and voluntarily declined to do so.

3.19 Data
Privacy.

(a) If
the Participant is located in a country other than the European Union, Switzerland and the United Kingdom, the Participant explicitly
and unambiguously acknowledge and consent to the collection, use and transfer, in electronic or other form, of the Participant’s
personal data as described in this document by and among, as applicable, the Participant’s employer, the Company and its Subsidiaries
for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant
understands that the Company, its Subsidiaries and the Participant’s employer hold certain personal information about the Participant,
including, but not limited to, name, home address and telephone number, date of birth, social security number (or other identification
number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other
entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Participant’s favor
for the purpose of implementing, managing and administering the Plan (“Data”). The Participant understands that
the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these
recipients may be located in the Participant’s country or elsewhere, in particular in the United States, and that the recipient
country may have different data privacy laws providing less protections of the Participant’s personal data than the Participant’s
own country. The Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the
stock plan administrator at the Company (the “ Stock Plan Administrator”). The Participant acknowledges that
the recipients may receive, possess, process, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data, as may be
required to a broker or other third party with whom the Participant may elect to deposit any Shares acquired upon the vesting of the RSUs.
The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan. The Participant may, at any time, view the Data, request additional information about the storage and processing
of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting
the Stock Plan Administrator in writing.

(b) For
the purposes of operating the Plan in the European Union, Switzerland and the United Kingdom, the Company will collect and process information
relating to the Participant in accordance with the privacy notice from time to time in force.

3.20 Language.
The Participant acknowledges that the Participant is sufficiently proficient in the English language, or has consulted with an advisor
who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of this Agreement. If
the Participant has received this Agreement, or any other document related to this Award and/or the Plan translated into a language other
than English and if the meaning of the translated version is different than the English version, the English version will control.

3.21 Foreign
Asset/Account, Exchange Control and Tax reporting
. The Participant may be subject to foreign asset/account, exchange control and/or
tax reporting requirements as a result of the acquisition, holding and/or transfer of Shares or cash (including dividends and the proceeds
arising from the sale of Shares) derived from the Participant’s participation in the Plan in, to and/or from a brokerage/bank account
or legal entity located outside the Participant’s country. The applicable laws in the Participant’s country may require that
the Participant report such accounts, assets and balances therein, the value thereof and/or the transactions related thereto to the applicable
authorities in such country. The Participant may also be required to repatriate sale proceeds or other funds received as a result of the
Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain
time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations
and the Participant is encouraged to consult with the Participant’s personal legal advisor for any details.

3.22 Appendix.
Notwithstanding any provisions in this Agreement, the RSUs shall be subject to the special terms and conditions for the Participant’s
country set forth in the Appendix attached hereto. Moreover, if the Participant relocates to one of the countries included therein, the
terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such
terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

* * * * *

APPENDIX

This
Appendix includes special terms and conditions that govern the RSUs granted to
the Participant under
the Plan if Participant resides and/or works in any country listed below.

The
information contained herein is general in nature and may not apply to
the Participant’s particular
situation, and
the Participant is advised to seek appropriate professional advice as to how the relevant
laws in
the Participant’s country may apply to the Participant’s
situation. If
the Participant is a citizen or resident of a country other than the one in which the
Participant is currently working and/or residing, transfers employment and/or residency to another country
after the Grant Date, is a consultant, changes employment status to a consultant position, or is considered a resident of another country
for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained
herein shall be applicable to
the Participant. References to the Participant’s
employer shall include any entity that engages
the Participant’s services.

[Placeholder for country-specific
appendices
]

EXHIBIT G

VOLTUS
TECHNOLOGIES, INC.
2022 INCENTIVE AWARD
PLAN

GLOBAL STOCK OPTION GRANT NOTICE

 

Voltus
Technologies, Inc., a Delaware corporation, (the “Company”), pursuant to its 2022 Incentive Award Plan, as
may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”),
an option to purchase the number of shares of the Company’s Common Stock (the “Shares”), set forth below
(the “Option”). This Option is subject to all of the terms and conditions set forth herein, as well as in the
Plan and the Global Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”)
(the definition of which shall include any special terms and conditions for the Participant’s country set forth in the attached
appendix (the “Appendix”)), each of which are incorporated herein by reference. Capitalized terms not specifically
defined in this Global Stock Option Grant Notice (the “Grant Notice”) and the Stock Option Agreement but defined
in the Plan will have the same definitions as in the Plan.

 

Participant: [____________]
Grant Date: [____________]
Vesting Commencement Date: [____________]
Exercise Price per Share: US$[___________]
Total Exercise Price: US$[____________]
Total Number of Shares Subject to the Option: [____________]
Expiration Date: [____________]
Vesting Schedule: [____________]

 

Type
of Option:
 ☐ Incentive Stock Option ☐ Nonqualified Stock Option

 

By
his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan,
the Stock Option Agreement and this Grant Notice. Participant has reviewed the Plan, the Stock Option Agreement and this Grant Notice
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands
all provisions of the Plan, the Stock Option Agreement and this Grant Notice. Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Stock Option Agreement
or this Grant Notice.

  

VOLTUS TECHNOLOGIES, INC.:

Holder:

 

  PARTICIPANT:
By:            By:        
Print Name:     Print Name:    
Title:         
Address:     Address:  

 

EXHIBIT
A

TO
STOCK OPTION GRANT NOTICE

GLOBAL STOCK OPTION AGREEMENT

 

Pursuant
to the Global Stock Option Grant Notice (the “Grant Notice”) to which this Global Stock Option Agreement (this
Agreement”) (the definition of which shall include any special terms and conditions for the Participant’s
country set forth in the attached appendix (the “Appendix”)) is attached, Voltus Technologies, Inc., a Delaware
corporation (the “Company”), has granted to the Participant an Option under the Company’s 2022 Incentive
Award Plan, as may be amended from time to time (the “Plan”), to purchase the number of Shares indicated in
the Grant Notice.

 

ARTICLE
1.
GENERAL

1.1 Defined
Terms
. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

 

1.2 Incorporation
of Terms of Plan
. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the
event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

 

ARTICLE
2.
GRANT OF OPTION

2.1 Grant
of Option
. In consideration of the Participant’s past or continued employment with or service to the Company or any Subsidiary
and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”),
the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of Shares set
forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided
in Article IX of the Plan. Unless designated as a Nonqualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock
Option to the maximum extent permitted by law.

 

2.2 Exercise
Price
. The exercise price of the Shares subject to the Option shall be as set forth in the Grant Notice, without commission or other
charge; provided, however, that the price per share of the Shares subject to the Option shall not be less than 100% of
the Fair Market Value of a Share on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock
Option and the Participant is a Greater Than 10% Stockholder as of the Grant Date, the exercise price per share of the Shares subject
to the Option shall not be less than 110% of the Fair Market Value of a Share on the Grant Date.

 

2.3 Consideration
to the Company
. In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient
services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue
in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and
its Subsidiaries (subject to Applicable Laws), which rights are hereby expressly reserved, to discharge or terminate the services of
the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a
written agreement between the Company or a Subsidiary and the Participant.

 

 

ARTICLE
3.

 
PERIOD OF EXERCISABILITY

3.1 Commencement
of Exercisability
.

 

(a) Subject
to Sections 3.2, 3.3, 5.11 and 5.17 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set
forth in the Grant Notice.

 

(b) No
portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Service shall
thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement
between the Company and the Participant.

 

(c) Notwithstanding
Section 3.1(a) hereof and the Grant Notice, but subject to Section 3.1(b) hereof, in the event of a Change in Control the Option shall
be treated pursuant to Sections 9.2 and 9.3 of the Plan.

 

3.2 Duration
of Exercisability
. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such
installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and
exercisable until it becomes unexercisable under Section 3.3 hereof.

 

3.3 Expiration
of Option
. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

 

(a) The
Expiration Date set forth in the Grant Notice, which shall in no event be more than ten years from the Grant Date;

 

(b) If
this Option is designated as an Incentive Stock Option and the Participant, at the time the Option was granted, was a Greater Than 10%
Stockholder, the expiration of five years from the Grant Date;

 

(c) The
expiration of three months from the date of the Participant’s Termination of Service, unless such termination occurs by reason
of the Participant’s death or Disability;

 

(d) The
expiration of one year from the date of the Participant’s Termination of Service by reason of the Participant’s death or
Disability; or

 

(e) The
Participant’s Termination of Service for Cause.

 

3.4 Special
Tax Consequences
. This Section applies to Participants who are subject to taxation in the United States only. The Participant acknowledges
that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect
to which Incentive Stock Options, including the Option (if applicable), are exercisable for the first time by the Participant in any
calendar year exceeds $100,000, the Option and such other options shall be Nonqualified Stock Options to the extent necessary to comply
with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding
sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they
were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. The Participant also acknowledges
that an Incentive Stock Option exercised more than three months after the Participant’s Termination of Employment, other than by
reason of death or Disability, will be taxed as a Nonqualified Stock Option.

 

3.5 Tax
Indemnity
.

 

(a) The
Participant agrees to indemnify and keep indemnified the Company, any Subsidiary and the Participant’s employing company, if different,
from and against any liability for or obligation to pay any Tax-Related Items that are attributable to (1) the grant or exercise of,
or any benefit derived by the Participant from, the Option, (2) the acquisition by the Participant of the Shares on exercise of the Option
or (3) the disposal of any Shares.

 

(b) The
Option cannot be exercised until the Participant has made such arrangements as the Company may require for the satisfaction of any Tax-Related
Items that may arise in connection with the exercise of the Option or the acquisition of the Shares by the Participant. The Company shall
not be required to issue, allot or transfer Shares until the Participant has satisfied this obligation.

 

(c) The
Participant hereby acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Option and (ii) does not commit to and is under no obligation to structure the terms of the
grant or any aspect of any Award, including the Option, to reduce or eliminate the Participant’s liability for Tax-Related Items
or achieve any particular tax result. Furthermore, if the Participant becomes subject to tax in more than one jurisdiction between the
date of grant of an Award, including the Option, and the date of any relevant taxable event, the Participant acknowledges that the Company
may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

 

ARTICLE
4.
EXERCISE OF OPTION

4.1 Person
Eligible to Exercise
. Except as provided in Section 5.3 hereof, during the lifetime of the Participant, only the Participant may
exercise the Option or any portion thereof, unless, in respect of a Participant resident in the United States only, it has been disposed
of pursuant to a DRO. After the death of the Participant, any exercisable portion of the Option may, prior to the time when the Option
becomes unexercisable under Section 3.3 hereof, be exercised by the deceased Participant’s personal representative or, in respect
of a Participant resident in the United States only, by any person empowered to do so under the deceased Participant’s will or
under the then applicable laws of descent and distribution.

 

4.2 Partial
Exercise
. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in
part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof. However, the Option
shall not be exercisable with respect to fractional Shares.

 

4.3 Manner
of Exercise
. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company
(or any third party administrator or other person or entity designated by the Company; for the avoidance of doubt, delivery shall include
electronic delivery), during regular business hours, of all of the following prior to the time when the Option or such portion thereof
becomes unexercisable under Section 3.3 hereof:

 

(a) An
exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice
complying with all applicable rules established by the Administrator. The notice shall be signed by the Participant or other person then
entitled to exercise the Option or such portion of the Option;

 

(b) The
receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, including payment
of any applicable withholding tax or social security, which shall be made by deduction from other compensation payable to the Participant
or in such other form of consideration permitted under Section 4.4 hereof that is acceptable to the Company;

 

(c) Any
other written representations or documents as may be required in the Administrator’s sole discretion to evidence compliance with
the Securities Act, the Exchange Act or any other applicable law, rule or regulation; and

 

(d) In
the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Participant,
appropriate proof of the right of such person or persons to exercise the Option.

 

Notwithstanding
any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary
by country and which may be subject to change from time to time.

 

4.4 Method
of Payment
. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant:

 

(a) Cash
or check;

 

(b) With
the consent of the Administrator, surrender of Shares (including, without limitation, Shares otherwise issuable upon exercise of the
Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having
a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or

 

(c) Other
legal consideration acceptable to the Administrator (including, without limitation, through the delivery of a notice that the Participant
has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has
been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price;
provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any
event not later than the settlement of such sale).

 

4.5 Conditions
to Issuance of Shares
. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized
but unissued Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable.
The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof prior to
fulfillment of all of the conditions in Section 10.7 of the Plan and following conditions:

 

(a) The
admission of such Shares to listing on all stock exchanges on which such Shares are then listed;

 

(b) The
completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion,
deem necessary or advisable;

 

 

(c) The
obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute
discretion, determine to be necessary or advisable;

 

(d) The
receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax and social security, which
may be in one or more of the forms of consideration permitted under Section 4.4 hereof; and

 

(e) The
lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for
reasons of administrative convenience.

 

4.6 Rights
as Stockholder
. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company,
including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part
of the Option unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for
a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Article IX of the
Plan.

 

ARTICLE
5.
OTHER PROVISIONS

5.1 Administration.
The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations
and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other
interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Plan, this Agreement or the Option.

 

5.2 Whole
Shares
. The Option may only be exercised for whole Shares.

 

5.3 Transferability.

 

(a) Subject
to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than (i) to the Participant’s
personal representative on Participant’s death or (ii) in respect of a Participant who is a resident of the United States, by will
or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, in each case unless and until
the Option has been exercised and the Shares underlying the Option have been issued, and all restrictions applicable to such Shares have
lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant
or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation,
encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until the Option has been exercised,
and any attempted disposition thereof prior to exercise shall be null and void and of no effect, except to the extent that such disposition
is permitted by the preceding sentence.

 

(b) During
the lifetime of the Participant, only the Participant may exercise the Option (or any portion thereof), unless it has been disposed of
by a Participant that is a resident of the United States pursuant to a DRO; after the death of the Participant, any exercisable portion
of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by the Participant’s
personal representative or by any person empowered to do so under the deceased Participant’s will or under the then-applicable
laws of descent and distribution, as applicable.

 

(c) This
Section applies to Participants who are resident in the United States only. Notwithstanding any other provision in this Agreement, the
Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to the Option upon the Participant’s death. A beneficiary, legal guardian, legal representative,
or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and this Agreement, except
to the extent the Plan and this Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the
Administrator. If the Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides
in a community property state, a designation of a person other than the Participant’s spouse or domestic partner, as applicable,
as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Option shall not be effective without
the prior written consent of the Participant’s spouse or domestic partner. If no beneficiary has been designated or survives the
Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Participant at any time provided the
change or revocation is filed with the Administrator prior to the Participant’s death.

 

5.4 Tax
Consultation
. The Participant understands that the Participant may suffer adverse tax or social security consequences as a result
of the grant, vesting or exercise of the Option, or with the purchase or disposition of the Shares subject to the Option. The Participant
represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the purchase
or disposition of such Shares and that the Participant is not relying on the Company for any tax or social security advice.

 

5.5 Binding
Agreement
. Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and
inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

 

5.6 Adjustments
Upon Specified Events
. The Administrator may accelerate the vesting of the Option in such circumstances as it, in its sole discretion,
may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Article IX of the Plan (including,
without limitation, an extraordinary cash dividend on such Shares), the Administrator shall make such adjustments the Administrator deems
appropriate in the number of Shares subject to the Option, the exercise price of the Option and the kind of securities that may be issued
upon exercise of the Option. The Participant acknowledges that the Option is subject to adjustment, modification and termination in certain
events as provided in this Agreement and Article IX of the Plan.

 

5.7 Notices.
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of
the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant
at the Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 5.7, either
party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to
the Participant shall, if the Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to
Section 4.1 hereof by written notice under this Section 5.7. Any notice shall be deemed duly given when sent via email or when sent by
certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained
by the national Postal Service in the Participant’s jurisdiction.

 

5.8 Titles.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

 

5.9 Governing
Law
. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of
the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

 

5.10 Conformity
to Securities Laws
. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary
with all provisions of the Securities Act and the Exchange Act and any and all Applicable Law and regulations and rules promulgated by
the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such
Applicable Law. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary
to conform to such Applicable Law.

 

5.11 Amendment,
Suspension and Termination
. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as
may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect
the Option in any material way without the prior written consent of the Participant.

 

5.12 Successors
and Assigns
. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section
5.3 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

 

5.13 Notification
of Disposition
. If this Option is designated as an Incentive Stock Option, the Participant shall give prompt notice to the Company
of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or transfer is made (a) within two
years from the Grant Date with respect to such Shares or (b) within one year after the transfer of such Shares to the Participant. Such
notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness
or other consideration, by the Participant in such disposition or other transfer.

 

5.14 Limitations
Applicable to Section 16 Persons
. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject
to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are
requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended
to the extent necessary to conform to such applicable exemptive rule.

 

5.15 Not
a Contract of Service Relationship
. By accepting the Option, the Participant acknowledges, understands and agrees that:

 

(a) nothing
in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider
of the Company or any of its Subsidiaries or interfere with or restrict in any way with the right of the Company or any of its Subsidiaries,
which rights are hereby expressly reserved, to discharge or to terminate for any reason whatsoever, with or without cause, the services
of the Participant’s at any time, subject to Applicable Laws and the provisions of any written agreement between the Company or
a Subsidiary and the Participant;

 

 

(b) the
Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company
at any time, to the extent permitted under the Plan;

 

(c) the
grant of the Participant’s Option is voluntary and occasional and does not create any contractual or other right to receive future
grants of options (whether on the same or different terms), or benefits in lieu of options, even if options have been granted in the
past;

 

(d) the
Participant’s Option and any Shares acquired under the Plan on exercise of the Participant’s Option, and the income and value
of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation,
termination, vacation, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments;

 

(e) the
future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;

 

(f) neither
the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency
and the United States Dollar that may affect the value of Participant’s Options or of any amounts due to or from the Participant
pursuant to the exercise of the Participant’s Option or the subsequent sale of any Shares received;

 

(g) no
claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from the Participant’s Termination
of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where
the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of
the grant of this Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any
claim against the Company or any Subsidiary, waives the Participant’s ability, if any, to bring any such claim, and releases the
Company and any Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent
jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim
and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

 

5.16 Entire
Agreement
. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, provided that the
Option shall be subject to any accelerated vesting provisions in any written agreement between the Participant and the Company or a Company
plan pursuant to which the Participant participates, in each case, in accordance with the terms therein.

 

5.17 Section
409A
. This provision only applies to Participants subject to taxation in the United States. This Option is not intended to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury
regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that
may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan,
the Grant Notice or this Agreement, if at any time the Administrator determines that the Option (or any portion thereof) may be subject
to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant
or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies
and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator
determines are necessary or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the
requirements of Section 409A.

 

 

5.18 Limitation
on the Participant’s Rights
. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement
creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.
Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general
unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights
no greater than the right to receive the Shares as a general unsecured creditor with respect to options, as and when exercised pursuant
to the terms hereof.

 

5.19 No
Advice Regarding Grant.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares.
Participant is hereby advised to consult with the Participant’s own personal tax, financial and/or legal advisors regarding the
Tax-Related Items arising in connection with the Option and by accepting the Option, the Participant has agreed that the Participant
has done so or knowingly and voluntarily declined to do so.

 

5.20 Data
Privacy.

 

(a) If
the Participant is located in a country other than the European Union, Switzerland and the United Kingdom, the Participant explicitly
and unambiguously acknowledges and consents to the collection, use and transfer, in electronic or other form, of the Participant’s
personal data as described in this document by and among, as applicable, the Participant’s employer, the Company and its Subsidiaries
for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant
understands that the Company, its Subsidiaries and the Participant’s employer hold certain personal information about the Participant,
including, but not limited to, name, home address and telephone number, date of birth, social security number (or other identification
number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other
entitlement to Shares awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Participant’s favor for the
purpose of implementing, managing and administering the Plan (“Data”). The Participant understands that the
Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients
may be located in the Participant’s country or elsewhere, in particular in the United States, and that the recipient country may
have different data privacy laws providing less protections of the Participant’s personal data than the Participant’s country.
The Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the stock plan
administrator at the Company (the “Stock Plan Administrator”). The Participant acknowledges that the recipients
may receive, possess, process, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering
and managing the Participant’s participation in the Plan, including any requisite transfer of such Data, as may be required to
a broker or other third party with whom the Participant may elect to deposit any Shares acquired upon the exercise of the Participant’s
Option. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan. The Participant may, at any time, view the Data, request additional information about the storage and processing
of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting
the Stock Plan Administrator in writing.

 

(b) For
the purposes of operating the Plan in the European Union, Switzerland or the United Kingdom, the Company will collect and process information
relating to the Participant in accordance with the privacy notice from time to time in force.

 

 

5.21 Language.
This Participant acknowledges that the Participant is sufficiently proficient in the English language, or have consulted with an
advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of this Agreement.
If the Participant has received this Agreement, or any other document related to the Participant’s Option and/or the Plan translated
into a language other than English and if the meaning of the translated version is different than the English version, the English version
will control.

 

5.22 Foreign
Asset/Account, Exchange Control and Tax Reporting.
The Participant may be subject to foreign asset/account, exchange control and/or
tax reporting requirements as a result of the acquisition, holding and/or transfer of Shares or cash (including dividends and the proceeds
arising from the sale of Shares) derived from the Participant’s participation in the Plan in, to and/or from a brokerage/bank account
or legal entity located outside the Participant’s country. The applicable laws in the Participant’s country may require that
the Participant report such accounts, assets and balances therein, the value thereof and/or the transactions related thereto to the applicable
authorities in such country. The Participant may also be required to repatriate sale proceeds or other funds received as a result of
the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain
time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations
and the Participant is encouraged to consult with the Participant’s personal legal advisor for any details.

 

5.23 Appendix.
Notwithstanding any provisions in this Agreement, the Participant’s Option shall be subject to the special terms and conditions
for the Participant’s country set forth in the Appendix attached to this Agreement. Moreover, if the Participant relocates to one
of the countries included therein, the terms and conditions for such country will apply to the Participant to the extent the Company
determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix
constitutes part of this Agreement.

 

*        
*         *         *         *

 

 

APPENDIX
TO OPTION AGREEMENT

 

This
Appendix includes special terms and conditions that govern the Option granted to the Participant under the Plan if the Participant resides
and/or works in one of the countries listed below.

 

The
information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Participant
is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s
situation. If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working
and/or residing, transfer employment and/or residency to another country after the Grant Date, is a consultant, changes employment status
to a consultant position, or is considered a resident of another country for local law purposes, the Company shall, in its discretion,
determine the extent to which the special terms and conditions contained herein shall be applicable to the Participant. References to
the Participant’s employer shall include any entity that engages the Participant’s services.

 

[Placeholder
for country-specific appendices
]

 

 

EXHIBIT
H

 

VOLTUS
TECHNOLOGIES, INC.
2022 EMPLOYEE STOCK PURCHASE PLAN

 

ARTICLE
1

PURPOSE

 

The
Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in
the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company
and its Subsidiaries.

 

The
Plan consists of two components: the Section 423 Component and the Non-Section 423 Component. The Section 423 Component is intended to
qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and
construed in a manner consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of Options
under the Non-Section 423 Component, which need not qualify as Options granted pursuant to an “employee stock purchase plan”
under Section 423 of the Code; such Options granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings
containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities
laws or other objectives for Eligible Employees and the Designated Subsidiaries in locations outside of the United States. Except as
otherwise provided herein, the Non-Section 423 Component will operate and be administered in the same manner as the Section 423 Component.
Offerings intended to be made under the Non-Section 423 Component will be designated as such by the Administrator at or prior to the
time of such Offering.

 

For
purposes of this Plan, the Administrator may designate separate Offerings under the Plan, the terms of which need not be identical, in
which Eligible Employees will participate, even if the dates of the applicable Offering Period(s) in each such Offering are identical,
provided that the terms of participation are the same within each separate Offering under the Section 423 Component as determined under
Section 423 of the Code. Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to,
provide for simultaneous Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan.

 

ARTICLE
2

Definitions

 

As
used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:

 

2.1 
Administrator” means the Committee, or such individuals to which authority to administer the Plan has been
delegated under Section 7.1 hereof.

 

2.2 
Agent” means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged,
retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan.

 

2.3 
Board” means the Board of Directors of the Company.

 

2.4 
Code” means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance
programs and other interpretative authority issued thereunder.

 

2.5  “Committee” means the Compensation Committee of the Board.

 

2.6 
Common Stock” means the common stock of the Company.

 

2.7 
Company” means Voltus Technologies, Inc., a Delaware corporation, or any successor.

 

2.8 
Compensation” of an Employee means, unless otherwise determined by the Administrator, the regular earnings
or base salary, bonuses and commissions paid to the Employee from the Company on each Payday as compensation for services to the Company
or any Designated Subsidiary, before deduction for any salary deferral contributions made by the Employee to any tax-qualified or nonqualified
deferred compensation plan, including overtime, shift differentials, vacation pay, salaried production schedule premiums, holiday pay,
jury duty pay, funeral leave pay, paid time off, military pay, prior week adjustments and weekly bonus, but excluding education or tuition
reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and moving reimbursements,
including tax gross ups and taxable mileage allowance, income received in connection with any stock options, restricted stock, restricted
stock units or other compensatory equity awards and all contributions made by the Company or any Designated Subsidiary for the Employee’s
benefit under any employee benefit plan now or hereafter established. Such Compensation shall be calculated before deduction of any income
or employment tax withholdings, but shall be withheld from the Employee’s net income.

 

2.9 
Designated Subsidiary” means each Subsidiary, including any Subsidiary in existence on the Effective Date
and any Subsidiary formed or acquired following the Effective Date, that has been designated by the Board or Committee from time to time
in its sole discretion as eligible to participate in the Plan, in accordance with Section 7.2 hereof, such designation to specify whether
such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Subsidiary may participate in either the
Section 423 Component or Non-Section 423 Component, but not both; provided that a Subsidiary that, for U.S. tax purposes, is disregarded
from the Company or any Subsidiary that participates in the Section 423 Component shall automatically constitute a Designated Subsidiary
that participates in the Section 423 Component.

 

2.10 
Effective Date” means the date immediately prior to the date of the closing of the transactions contemplated
by that certain Agreement and Plan of Merger entered into on [•], by and among the Company, Broadscale Acquisition Corp., and certain
other parties (the “Merger Agreement”), provided that the Board has adopted the Plan prior to or on
such date, subject to approval of the Plan by the Company’s stockholders.

 

2.11  “Eligible Employee” means an Employee:

 

(a) 
who is customarily scheduled to work at least 20 hours per week;

 

(b) 
whose customary employment is more than five months in a calendar year; and

 

(c)  who, after the granting of the Option, would not be deemed for purposes of Section 423(b)(3) of the Code to possess 5% or more of the
total combined voting power or value of all classes of stock of the Company or any Subsidiary.

 

For
purposes of clause (c), the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining
the stock ownership of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned
by the Employee.

 

 

Notwithstanding
the foregoing, the Administrator may exclude from participation in the Section 423 Component as an Eligible Employee:

 

(x) 
any Employee that is a “highly compensated employee” of the Company or any Designated Subsidiary (within the meaning of Section
414(q) of the Code), or that is such a “highly compensated employee” (A) with compensation above a specified level, (B) who
is an officer or (C) who is subject to the disclosure requirements of Section 16(a) of the Exchange Act; or

 

(y)
 any Employee who is a citizen or resident of a foreign jurisdiction (without regard to whether
they are also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either
(A) the grant of the Option is prohibited under the laws of the jurisdiction governing such Employee, or (B) compliance with the laws
of the foreign jurisdiction would cause the Section 423 Component, any Offering thereunder or an Option granted thereunder to violate
the requirements of Section 423 of the Code;

 

provided
that any exclusion in clauses (x) or (y) shall be applied in an identical manner under each Offering to all Employees of the Company
and all Designated Subsidiaries, in accordance with Treas. Reg. § 1.423-2(e). Notwithstanding the foregoing, with respect to the
Non-Section 423 Component, the first sentence in this definition shall apply in determining who is an “Eligible Employee,”
except (a) the Administrator may limit eligibility further within the Company or a Designated Subsidiary so as to only designate some
Employees of the Company or a Designated Subsidiary as Eligible Employees, and (b) to the extent the restrictions in the first sentence
in this definition are not consistent with applicable local laws, the applicable local laws shall control.

 

2.12 
Employee” means any person who renders services to the Company or a Designated Subsidiary in the status of
an employee within the meaning of Section 3401(c) of the Code. “Employee” shall not include any director of the Company or
a Designated Subsidiary who does not render services to the Company or a Designated Subsidiary in the status of an employee within the
meaning of Section 3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while
the individual is on military leave, sick leave or other leave of absence approved by the Company or a Designated Subsidiary and meeting
the requirements of Treas. Reg. § 1.421-1(h)(2). Where the period of leave exceeds three months, or such other period specified
in Treas. Reg. § 1.421-1(h)(2), and the individual’s right to reemployment is not guaranteed either by statute or by contract,
the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period, or such
other period specified in Treas. Reg. § 1.421-1(h)(2).

 

2.13 
Enrollment Date” means the first date of each Offering Period.

 

2.14 
Exercise Date” means the last day of each Purchase Period, except as provided in Section 5.2 hereof.

 

2.15 
Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

2.16 
Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

 

(a) 
If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Market),
(ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market Value
shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if there is no closing
sales price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding
date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

 

 

(b) 
If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the
Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked
prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, the high bid and low
asked prices for a share of Common Stock on the last preceding date for which such information exists, as reported in The Wall Street
Journal
or such other source as the Administrator deems reliable; or

 

(c) 
If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor
regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.

 

2.17 
Grant Date” means the first day of an Offering Period.

 

2.18  “New Exercise Date” has the meaning set forth in Section 5.2(b) hereof.

 

2.19 
Non-Section 423 Component” means those Offerings under the Plan, together with the sub-plans, appendices,
rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which Options may be granted
to non-U.S. Eligible Employees that need not satisfy the requirements for Options granted pursuant to an “employee stock purchase
plan” that are set forth under Section 423 of the Code.

 

2.20 
Offering” means an offer under the Plan of an Option that may be exercised during an Offering Period as further
described in Section 4 hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company
or a Designated Subsidiary shall be deemed a separate Offering, even if the dates and other terms of the applicable Purchase Periods
of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by
Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering under the Section 423 Component need not be identical, provided
that the terms of the Section 423 Component and an Offering thereunder together satisfy Treas. Reg. § 1.423-2(a)(2) and (a)(3).

 

2.21 
Offering Period” means each consecutive, overlapping 24-month period commencing on such dates as determined
by the Board or Committee, in its discretion, and with respect to which Options shall be granted to Participants. The duration and timing
of Offering Periods may be established or changed by the Board or Committee at any time, in its sole discretion. Notwithstanding the
foregoing, in no event may an Offering Period exceed 27 months.

 

2.22 
Option” means the right to purchase shares of Common Stock pursuant to the Plan during each Offering Period.

 

2.23 
Option Price” means the purchase price of a share of Common Stock hereunder as provided in Section 4.2 hereof.

 

2.24 
Parent” means any entity that is a parent corporation of the Company within the meaning of Section 424 of
the Code.

 

2.25 
Participant” means any Eligible Employee who elects to participate in the Plan.

 

 

2.26  “Payday” means the regular and recurring established day for payment of Compensation to an Employee of the
Company or any Designated Subsidiary.

 

2.27 
Plan” means this 2021 Employee Stock Purchase Plan, including both the Section 423 Component and Non-Section
423 Component and any other sub-plans or appendices hereto, as amended from time to time.

 

2.28 
Plan Account” means a bookkeeping account established and maintained by the Company in the name of each Participant.

 

2.29 
Purchase Period” means each consecutive six-month period commencing on such dates as determined by the Board
or Committee, in its discretion, within each Offering Period. The first Purchase Period of each Offering Period shall commence on the
Grant Date and end with the next Exercise Date. The duration and timing of Purchase Periods may be established or changed by the Board
or Committee at any time, in its sole discretion. Notwithstanding the foregoing, in no event may a Purchase Period exceed the duration
of the Offering Period under which it is established.

 

2.30 
Section 409A” means Section 409A of the Code.

 

2.31 
Section 423 Component” means those Offerings under the Plan that are intended to meet the requirements under
Section 423(b) of the Code.

 

2.32 
Subsidiary” means any entity that is a subsidiary corporation of the Company within the meaning of Section
424 of the Code. In addition, with respect to the Non-Section 423 Component, Subsidiary shall include any corporate or noncorporate entity
in which the Company has a direct or indirect equity interest or significant business relationship and is a subsidiary or parent of the
Company for purposes of a Form S-8 Registration Statement under the Securities Act.

 

2.33 
Treas. Reg.” means U.S. Department of the Treasury regulations.

 

2.34 
Withdrawal Election” has the meaning set forth in Section 6.1(a) hereof.

 

 

ARTICLE
3

PARTICIPATION

 

3.1 
Eligibility.

 

(a) 
Any Eligible Employee who is employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall
be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles 4 and 5 hereof, and, for
the Section 423 Component, the limitations imposed by Section 423(b) of the Code.

 

(b) 
No Eligible Employee shall be granted an Option under the Section 423 Component which permits the Participant’s rights to purchase
shares of Common Stock under the Plan, and to purchase stock under all other employee stock purchase plans of the Company, any Parent
or any Subsidiary subject to Section 423 of the Code, to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined
at the time such Option is granted) for each calendar year in which such Option is outstanding at any time. The limitation under this
Section 3.1(b) shall be applied in accordance with Section 423(b)(8) of the Code.

 

3.2 
Election to Participate; Payroll Deductions

  

(a)  Except as provided in Sections 3.2(e) and 3.3 hereof, an Eligible Employee may become a Participant in the Plan only by means of payroll
deduction. Each individual who is an Eligible Employee as of an Offering Period’s Enrollment Date may elect to participate in such
Offering Period and the Plan by delivering to the Company a payroll deduction authorization no later than the period of time prior to
the applicable Enrollment Date that is determined by the Administrator, in its sole discretion.

 

(b) 
Subject to Section 3.1(b) hereof and except as may otherwise be determined by the Administrator, payroll deductions (i) shall equal at
least 1% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date, but not more
than 15% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date; and (ii) may
be expressed either as (A) a whole number percentage, or (B) a fixed dollar amount. Amounts deducted from a Participant’s Compensation
with respect to an Offering Period pursuant to this Section 3.2 shall be deducted each Payday through payroll deduction and credited
to the Participant’s Plan Account; provided that for the first Offering Period, payroll deductions shall not begin until such date
determined by the Board or Committee, in its sole discretion.

 

(c) 
Following at least one payroll deduction, a Participant may decrease (to as low as zero) the amount deducted from such Participant’s
Compensation only once during an Offering Period upon ten calendar days’ prior written notice to the Company. A Participant may
not increase the amount deducted from such Participant’s Compensation during an Offering Period. Notwithstanding the foregoing,
the Administrator may alter the limitations in this subsection for a particular Offering Period in the writing designating the terms
and conditions for the Offering.

 

(d) 
Upon the completion of an Offering Period, each Participant in such Offering Period shall automatically participate in the immediately
following Offering Period at the same payroll deduction percentage or fixed amount as in effect at the termination of such Offering Period,
unless such Participant delivers to the Company a different election with respect to the successive Offering Period in accordance with
Section 3.2(a) hereof, or unless such Participant becomes ineligible for participation in the Plan.

 

(e) 
Notwithstanding any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll
deductions is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the
Participant’s account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions;
provided, however, that, for any Offering under the Section 423 Component, the Administrator must determine that any alternative method
of contribution is applied on an equal and uniform basis to all Eligible Employees in the Offering.

 

3.3 
Leave of Absence. During leaves of absence approved by the Company meeting the requirements of Treas. Reg. § 1.421-1(h)(2),
a Participant may continue participation in the Plan by making cash payments to the Company on the Participant’s normal payday
equal to the Participant’s authorized payroll deduction.

 

 

ARTICLE
4

PURCHASE OF SHARES

 

4.1 
Grant of Option. The Company may make one or more Offerings under the Plan, which may be successive or overlapping with one another,
until the earlier of: (i) the date on which the shares of Common Stock available under the Plan have been sold or (ii) the date on which
the Plan is suspended or terminates. The Administrator shall designate the terms and conditions of each Offering in writing, including
without limitation, the Offering Period and the Purchase Periods. Each Participant shall be granted an Option with respect to an Offering
Period on the applicable Grant Date. Subject to the limitations of Section 3.1(b) hereof, the number of shares of Common Stock subject
to a Participant’s Option shall be determined by dividing (a) such Participant’s payroll deductions accumulated prior to
an Exercise Date and retained in the Participant’s Plan Account on such Exercise Date by (b) the applicable Option Price; provided
that in no event shall a Participant be permitted to purchase during each Offering Period more than 100,000 shares of Common Stock
(subject to any adjustment pursuant to Section 5.2 hereof and which, for the Section 423 Component, shall be subject to the limitations
described in Section 3.1(b)). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the
maximum number of shares of Common Stock that a Participant may purchase during such future Offering Periods. Each Option shall expire
on the last Exercise Date for the applicable Offering Period immediately after the automatic exercise of the Option in accordance with
Section 4.3 hereof, unless such Option terminates earlier in accordance with Article 6 hereof.

 

4.2 
Option Price. The “Option Price” per share of Common Stock to be paid by a Participant upon exercise
of the Participant’s Option on an Exercise Date for an Offering Period shall equal 85% of the lesser of the Fair Market Value of
a share of Common Stock on (a) the applicable Grant Date and (b) the applicable Exercise Date, or such other price designated by the
Administrator; provided that in no event shall the Option Price per share of Common Stock be less than the par value per share
of the Common Stock; provided further, that no Option Price shall be designated by the Administrator that would cause the Section 423
Component to fail to meet the requirements under Section 423(b) of the Code.

 

4.3 
Purchase of Shares.

 

(a) 
On each Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s
part be deemed to have exercised the Participant’s Option to purchase at the applicable per share Option Price the largest number
of whole shares of Common Stock which can be purchased with the amount in the Participant’s Plan Account. Any balance less than
the per share Option Price that is remaining in the Participant’s Plan Account (after exercise of such Participant’s Option)
as of the Exercise Date shall be carried forward to the next Purchase Period or Offering Period, unless the Participant has elected to
withdraw from the Plan pursuant to Section 6.1 hereof or, pursuant to Section 6.2 hereof, such Participant has ceased to be an Eligible
Employee. Any balance not carried forward to the next Purchase Period or Offering Period in accordance with the prior sentence shall
be promptly refunded to the applicable Participant. In no event shall an amount greater than or equal to the per share Option Price as
of an Exercise Date be carried forward to the next Purchase Period or Offering Period.

 

(b) 
As soon as practicable following each Exercise Date, the number of shares of Common Stock purchased by such Participant pursuant to Section
4.3(a) hereof shall be delivered (either in share certificate or book entry form), in the Company’s sole discretion, to either
(i) the Participant or (ii) an account established in the Participant’s name at a stock brokerage or other financial services firm
designated by the Company. If the Company is required to obtain from any commission or agency authority to issue any such shares of Common
Stock, the Company shall seek to obtain such authority. Inability of the Company to obtain from any such commission or agency authority
which counsel for the Company deems necessary for the lawful issuance of any such shares shall relieve the Company from liability to
any Participant except to refund to the Participant such Participant’s Plan Account balance, without interest thereon.

 

4.4 
Automatic Termination of Offering Period. If the Fair Market Value of a share of Common Stock on any Exercise Date (except the
final scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Stock on the Grant Date
for an Offering Period, then such Offering Period shall terminate on such Exercise Date after the automatic exercise of the Option in
accordance with Section 4.3 hereof, and each Participant shall automatically be enrolled in the Offering Period that commences immediately
following such Exercise Date and such Participant’s payroll deduction authorization shall remain in effect for such Offering Period.

 

4.5 
Transferability of Rights. An Option granted under the Plan shall not be transferable, other than by will or the applicable laws
of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. No option or interest
or right to the Option shall be available to pay off any debts, contracts or engagements of the Participant or the Participant’s
successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition
be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempt at disposition of the Option shall have no effect.

 

ARTICLE
5

PROVISIONS RELATING TO COMMON STOCK

 

5.1  Common
Stock Reserved
. Subject to adjustment as provided in Section 5.2 hereof, the maximum number of shares of Common Stock that shall
be made available for sale under the Plan shall be the sum of (a) [●] shares and (b) an annual increase on the first day of
each calendar year beginning in 2023 and ending in 2032 equal to the lesser of (i) 1% of the shares outstanding on the last day of
the immediately preceding fiscal year and (ii) such number of shares as may be determined by the Board. Shares made available for
sale under the Plan may be authorized but unissued shares, treasury shares of Common Stock, or reacquired shares reserved for
issuance under the Plan. Notwithstanding anything in this Section 5.1 to the contrary, the number of shares of Common Stock
that may be issued or transferred pursuant to the rights granted under the Section 423 Component of the Plan shall not exceed an
aggregate of [●] shares, subject to Section 5.2.

 

5.2 
Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

 

(a) 
Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock
which have been authorized for issuance under the Plan but not yet placed under Option, as well as the price per share and the number
of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

1 NTD: To equal 2% of shares outstanding at closing.

 

(b) 
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Periods then
in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate
immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The
New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Administrator shall notify
each Participant in writing prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed
to the New Exercise Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior
to such date the Participant has withdrawn from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to
be an Eligible Employee as provided in Section 6.2 hereof.

 

(c) 
Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger
of the Company with or into another corporation, unless each outstanding Option shall be assumed or an equivalent Option substituted
by the successor corporation or a Parent or Subsidiary of the successor corporation, any Offering Periods then in progress shall be shortened
by setting a New Exercise Date and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall
be before the date of the Company’s proposed sale or merger. The Administrator shall notify each Participant in writing prior to
the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the
Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn
from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible Employee as provided in Section
6.2 hereof.

 

5.3 
Insufficient Shares. If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with
respect to which Options are to be exercised may exceed the number of shares of Common Stock remaining available for sale under the Plan
on such Exercise Date, the Administrator shall make a pro rata allocation of the shares of Common Stock available for issuance on such
Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all
Participants exercising Options to purchase Common Stock on such Exercise Date, and unless additional shares are authorized for issuance
under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 7.5 hereof. If an Offering
Period is so terminated, then the balance of the amount credited to the Participant’s Plan Account which has not been applied to
the purchase of shares of Common Stock shall be paid to such Participant in one lump sum in cash within 30 days after such Exercise Date,
without any interest thereon.

 

5.4 
Rights as Stockholders. With respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a
stockholder of the Company and shall not have any of the rights or privileges of a stockholder. A Participant shall have the rights and
privileges of a stockholder of the Company when, but not until, shares of Common Stock have been deposited in the designated brokerage
account following exercise of the Participant’s Option.

 

 

ARTICLE
6

TERMINATION OF PARTICIPATION

 

6.1 
Cessation of Contributions; Voluntary Withdrawal.

 

(a) 
A Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice
of such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established
by the Administrator (a “Withdrawal Election”). A Participant electing to withdraw from the Plan may elect
to either (i) withdraw all of the funds then credited to the Participant’s Plan Account as of the date on which the Withdrawal
Election is received by the Company, in which case amounts credited to such Plan Account shall be returned to the Participant in one
lump-sum payment in cash within 30 days after such election is received by the Company, without any interest thereon, and the Participant
shall cease to participate in the Plan and the Participant’s Option for such Offering Period shall terminate; or (ii) exercise
the Option for the maximum number of whole shares of Common Stock on the applicable Exercise Date with any remaining Plan Account balance
returned to the Participant in one lump-sum payment in cash within 30 days after such Exercise Date, without any interest thereon, and
after such exercise cease to participate in the Plan. Upon receipt of a Withdrawal Election, the Participant’s payroll deduction
authorization and the Participant’s Option shall terminate.

 

(b) 
A Participant’s withdrawal from the Plan shall not have any effect upon the Participant’s eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of
the Offering Period from which the Participant withdraws.

 

(c) 
A Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the Plan
during that Offering Period.

 

6.2 
Termination of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, such Participant’s
Option for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw
from the Plan, and such Participant’s Plan Account shall be paid to such Participant or, in the case of the Participant’s
death, to the person or persons entitled thereto pursuant to applicable law, within 30 days after such cessation of being an Eligible
Employee, without any interest thereon. If a Participant transfers employment from the Company or any Designated Subsidiary participating
in the Section 423 Component to any Designated Subsidiary participating in the Non-Section 423 Component, such transfer shall not be
treated as a termination of employment, but the Participant shall immediately cease to participate in the Section 423 Component; however,
any contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and
such Participant shall immediately join the then-current Offering under the Non-Section 423 Component upon the same terms and conditions
in effect for the Participant’s participation in the Section 423 Component, except for such modifications otherwise applicable
for Participants in such Offering. A Participant who transfers employment from any Designated Subsidiary participating in the Non-Section
423 Component to the Company or any Designated Subsidiary participating in the Section 423 Component shall not be treated as terminating
the Participant’s employment and shall remain a Participant in the Non-Section 423 Component until the earlier of (i) the end of
the current Offering Period under the Non-Section 423 Component, or (ii) the Enrollment Date of the first Offering Period in which the
Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish different
rules to govern transfers of employment between companies participating in the Section 423 Component and the Non-Section 423 Component,
consistent with the applicable requirements of Section 423 of the Code.

 

ARTICLE
7

GENERAL PROVISIONS

 

7.1 
Administration.

 

(a) 
The Plan shall be administered by the Committee. The Committee may delegate administrative tasks under the Plan to the services of an
Agent or Employees to assist in the administration of the Plan, including establishing and maintaining an individual securities account
under the Plan for each Participant.

 

(b)  It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the
Plan. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

 

(i)
To establish and terminate Offerings;

 

(ii) To determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical);

 

(iii) To select Designated Subsidiaries in accordance with Section 7.2 hereof;

 

(iv) To impose a mandatory holding period pursuant to which Participants may not dispose of or transfer shares of Common Stock purchased under
the Plan for a period of time determined by the Administrator in its discretion; and

 

(v) 
To construe and interpret the Plan, the terms of any Offering and the terms of the Options and to adopt such rules for the administration,
interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator,
in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any Offering or any Option, in a manner
and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section 423 of the Code for the Section 423
Component.

 

(c) 
The Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized
to adopt rules and procedures regarding handling of participation elections, payroll deductions, payment of interest, conversion of local
currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements. In its absolute
discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan.

 

(d) 
The Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed
to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan,
with the exception of Section 5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan.

 

(e) 
All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company.
The Administrator may, with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers or other persons.
The Administrator, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any
such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and
binding upon all Participants, the Company and all other interested persons. No member of the Board or Administrator shall be personally
liable for any action, determination or interpretation made in good faith with respect to the Plan or the options, and all members of
the Board or Administrator shall be fully protected by the Company in respect to any such action, determination, or interpretation.

 

7.2 
Designation of Subsidiary Corporations. The Board or Administrator shall designate from time to time the Subsidiaries that shall
constitute Designated Subsidiaries, and determine whether such Designated Subsidiaries shall participate in the Section 423 Component
or Non-Section 423 Component. The Board or Administrator may designate a Subsidiary, or terminate the designation of a Subsidiary, without
the approval of the stockholders of the Company.

 

7.3 
Reports. Individual accounts shall be maintained for each Participant in the Plan. Statements of Plan Accounts shall be given
to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Option Price, the number of
shares purchased and the remaining cash balance, if any.

 

7.4 
No Right to Employment. Nothing in the Plan shall be construed to give any person (including any Participant) the right to remain
in the employ of the Company, a Parent or a Subsidiary or to affect the right of the Company, any Parent or any Subsidiary to terminate
the employment of any person (including any Participant) at any time, with or without cause, which right is expressly reserved.

 

7.5 
Amendment and Termination of the Plan.

 

(a) 
The Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time. To the extent necessary
to comply with Section 423 of the Code (or any successor rule or provision), with respect to the Section 423 Component, or any other
applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any such amendment to the Plan in
such a manner and to such a degree as required by Section 423 of the Code or such other law, regulation or rule.

 

(b) 
If the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the
Administrator may in its discretion modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited
to:

 

(i) altering the Option Price for any Offering Period including an Offering Period underway at the time of the change in Option Price;

 

(ii) shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the
time of the Administrator action; and

 

(iii)
allocating shares of Common Stock.

 

Such
modifications or amendments shall not require stockholder approval or the consent of any Participant.

 

(c) 
Upon termination of the Plan, the balance in each Participant’s Plan Account shall be refunded as soon as practicable after such
termination, without any interest thereon.

 

7.6 
Use of Funds; No Interest Paid. All funds received by the Company by reason of purchase of shares of Common Stock under the Plan
shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose.
No interest shall be paid to any Participant or credited under the Plan.

 

 

7.7 
Term; Approval by Stockholders. No Option may be granted during any period of suspension of the Plan or after termination of the
Plan. The Plan shall be submitted for the approval of the Company’s stockholders within 12 months after the date of the Board’s
initial adoption of the Plan. Options may be granted prior to such stockholder approval; provided, however, that such Options
shall not be exercisable prior to the time when the Plan is approved by the stockholders; provided, further that if such
approval has not been obtained by the end of the 12-month period, all Options previously granted under the Plan shall thereupon terminate
and be canceled and become null and void without being exercised.

 

7.8 
Effect Upon Other Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the
Company, any Parent or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company, any Parent or any Subsidiary
(a) to establish any other forms of incentives or compensation for Employees of the Company or any Parent or any Subsidiary, or (b) to
grant or assume Options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation,
the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.

 

7.9 
Conformity to Securities Laws. Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by
any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any
applicable exemption rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are
requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan shall be deemed amended
to the extent necessary to conform to such applicable exemptive rule.

 

7.10 
Notice of Disposition of Shares. Each Participant shall give the Company prompt notice of any disposition or other transfer of
any shares of Common Stock, acquired pursuant to the exercise of an Option granted under the Section 423 Component, if such disposition
or transfer is made (a) within two years after the applicable Grant Date or (b) within one year after the transfer of such shares of
Common Stock to such Participant upon exercise of such Option. The Company may direct that any certificates evidencing shares acquired
pursuant to the Plan refer to such requirement.

 

7.11 
Tax Withholding. The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other
compensation payable to each Participant of any sums required by federal, state or local tax law to be withheld with respect to any purchase
of shares of Common Stock under the Plan or any sale of such shares.

 

7.12 
Governing Law. The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws
of the State of Delaware, without regard to the conflict of law rules thereof or of any other jurisdiction.

 

7.13 
Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company
for the receipt thereof.

 

 

7.14 
Conditions To Issuance of Shares.

 

(a) 
Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book
entries evidencing shares of Common Stock pursuant to the exercise of an Option by a Participant, unless and until the Board or the Committee
has determined, with advice of counsel, that the issuance of such shares of Common Stock is in compliance with all applicable laws, regulations
of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation system on which the
shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration statement or applicable
exemption from registration. In addition to the terms and conditions provided herein, the Board or the Committee may require that a Participant
make such reasonable covenants, agreements, and representations as the Board or the Committee, in its discretion, deems advisable in
order to comply with any such laws, regulations, or requirements.

 

(b) 
All certificates for shares of Common Stock delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book entry
procedures are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation
system on which the shares of Common Stock are listed, quoted, or traded. The Committee may place legends on any certificate or book
entry evidencing shares of Common Stock to reference restrictions applicable to the shares of Common Stock.

 

(c) 
The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement,
distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Committee.

 

(d) 
Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, rule
or regulation, the Company may, in lieu of delivering to any Participant certificates evidencing shares of Common Stock issued in connection
with any Option, record the issuance of shares of Common Stock in the books of the Company (or, as applicable, its transfer agent or
stock plan administrator).

 

7.15 
Equal Rights and Privileges. All Eligible Employees of the Company (or of any Designated Subsidiary) granted Options pursuant
to an Offering under the Section 423 Component shall have equal rights and privileges under this Plan to the extent required under Section
423 of the Code so that the Section 423 Component qualifies as an “employee stock purchase plan” within the meaning of Section
423 of the Code. Any provision of the Section 423 Component that is inconsistent with Section 423 of the Code shall, without further
act or amendment by the Company or the Board, be reformed to comply with the equal rights and privileges requirement of Section 423 of
the Code. Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as Eligible
Employees participating in the Section 423 Component.

 

7.16 
Rules Particular to Specific Countries. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan
with respect to Participants who are tax residents of a particular non-U.S. country or who are foreign nationals or employed in non-U.S.
jurisdictions may be subject to an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed
to govern Offerings under the Section 423 Component or the Non-Section 423 Component, as determined by the Administrator). To the extent
that the terms and conditions set forth in an appendix or sub-plan conflict with any provisions of the Plan, the provisions of the appendix
or sub-plan shall govern. The adoption of any such appendix or sub-plan shall be pursuant to Section 7.1 above. Without limiting the
foregoing, the Administrator