AGREEMENT AND PLAN OF MERGER by and among BROADSCALE ACQUISITION CORP., VELOCITY MERGER SUB INC. and VOLTUS, INC. dated as of November 30, 2021Registration Rights Agreement • December 1st, 2021 • Broadscale Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of November 30, 2021 (this “Agreement”), is made and entered into by and among Broadscale Acquisition Corp., a Delaware corporation (“Acquiror”), Velocity Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Voltus, Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 1st, 2021 • Broadscale Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 30, 2021, by and between Broadscale Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 1st, 2021 • Broadscale Acquisition Corp. • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made by and among Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Broadscale Acquisition Corp., a Delaware corporation (the “Company” or “Acquiror”), and Voltus, Inc., a Delaware corporation (“Voltus”). The Sponsor, the Company and Voltus are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
