Exhibit 10.4


 


SPONSOR VOTING AGREEMENT


 


This Voting Agreement (this
“Agreement”) is made as of November 21, 2022, by and among (i) NEXT Renewable Fuels, Inc., a Delaware
corporation (the “Company”), (ii) Industrial Tech Acquisitions II, Inc., a Delaware corporation (together
with its successors, “Purchaser”), and (iii) the undersigned stockholder of Purchaser (“Holder”).
Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined
below).


 


WHEREAS, on or about
the date hereof, (i) the Purchaser, (ii) ITAQ Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger
Sub”), and (iii) the Company entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance
with the terms thereof, the “Merger Agreement”), pursuant to which, upon the consummation of the transactions
contemplated by the Merger Agreement (the “Closing”), (a) Merger Sub will merge with and into the Company (the
“Merger”), with the Company surviving as the surviving entity (the “Surviving Corporation”)
and a wholly-owned subsidiary of Purchaser, and (ii) the Company Security Holders will receive Merger Consideration, in each case upon
the terms and subject to the conditions set forth in the Merger Agreement (such transactions, together with the other transactions contemplated
by the Merger Agreement, the “Transactions”), all upon the terms and subject to the conditions set forth in
the Merger Agreement and in accordance with the applicable provisions of the DGCL;


 


WHEREAS, as of the
date hereof, the Holder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) of and is entitled
to dispose of and vote the Purchaser Common Stock set forth on the signature page of this Agreement which shares and any additional Purchaser
Common Stock (or any securities convertible into or exercisable or exchangeable for Purchaser Common Stock) in which the Holder acquires
record or beneficial ownership after the date hereof, including by purchase, as a result of a share dividend, share split, recapitalization,
combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, the “Shares”);


 


WHEREAS, the Board
of Directors of Purchaser has (a) approved and declared advisable the Transactions, (b) determined that the Transactions are fair to and
in the best interests of Purchaser and its stockholders (the “Purchaser Stockholders”) and (c) recommended the
approval and the adoption by each of Purchaser Stockholders of the Merger Agreement, the Merger, the Ancillary Documents, the Transactions
and the other Required Purchaser Stockholder Approval Matters; and


 


WHEREAS, as a condition
to the willingness of the Company to enter into the Merger Agreement, and as an inducement and in consideration therefor, and in view
of the valuable consideration to be received by Holder thereunder, and the expenses and efforts to be undertaken by the Company and Purchaser
to consummate the Transactions, the Company, Purchaser and Holder desire to enter into this Agreement in order for Holder to provide certain
assurances to the Company regarding the manner in which Holder is bound hereunder, in its capacity as a stockholder of Purchaser, to vote
the Shares during the period from and including the date hereof through and including the date on which this Agreement is terminated in
accordance with its terms (the “Voting Period”) with respect to the Merger Agreement, the Merger, the Ancillary
Documents and the Transactions.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to
be legally bound hereby, the parties hereby agree as follows:


 


1. Covenant to
Vote in Favor of Transactions. Holder agrees, with respect to all of the Shares, during the Voting Period, the Holder
will:


 


(a) at each meeting of the Purchaser
Stockholders or any class or series thereof, and in each written consent or resolutions of any of the Purchaser Stockholders in which
Holder is entitled to vote or consent, Holder hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in
person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Shares (A) in favor
of: (i) the adoption and approval of this Agreement and the Transactions, (ii) the approval of the Amended Purchaser Charter, (iii) such
other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions,
and (iv) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser and
(B) to vote the Shares in opposition to: (i) any Acquisition Proposal and (ii) any other action or proposal involving Purchaser that is
intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect
the Transactions or would reasonably be expected to result in any of the conditions to the Closing under the Merger Agreement not being
fulfilled;


 


(b) to execute and deliver all
related documentation and take such other action in support of the Merger, the Merger Agreement, any Ancillary Documents and any of the
Transactions as shall reasonably be requested by the Company or Purchaser in order to carry out the terms and provision of this Section
1, including, without limitation, (i) any actions by written consent of Purchaser Stockholders presented to Holder with respect to
the matters in Section 1(a), and (ii) any applicable Ancillary Documents, and any consent, waiver, governmental filing, and any
similar or related documents;


 


(c) not to deposit, and to cause
its Affiliates not to deposit, except as provided in this Agreement, any Shares owned by Holder or his/her/its Affiliates in a voting
trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to
do so by Purchaser and the Company in connection with the Merger Agreement, the Ancillary Documents and any of the Transactions; and


 


(d) except as contemplated by
the Merger Agreement or the Ancillary Documents, not make, or in any manner participate in, directly or indirectly, a “solicitation”
of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote,
or seek to advise or influence any Person with respect to the voting of, any shares of the Company capital stock in connection with any
vote or other action with respect to the Transactions, other than to recommend that stockholders of Purchaser vote in favor of adoption
of the Merger Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations of the Company
or Purchaser under the Merger Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section
1 of this Agreement).


 


2. Grant of Proxy. During
the Voting Period, Holder, with respect to all of the Shares, hereby irrevocably grants to, and appoints, Purchaser and any designee of
Purchaser (determined in Purchaser’s sole discretion) as Holder’s attorney-in-fact and proxy, with full power of substitution
and resubstitution, for and in Holder’s name, to vote, or cause to be voted (including by proxy or written consent, if applicable)
any Shares owned (whether beneficially or of record) by Holder, solely on the matters and in the manner specified in Section 1
above. The proxy and attorney-in-fact granted by Holder pursuant to this Section 2 are irrevocable and are granted in
consideration of Purchaser entering into this Agreement and the Company and Purchaser entering into the Merger Agreement and incurring
certain related fees and expenses. Holder hereby affirms that such irrevocable proxy is coupled with an interest by reason of the Merger
Agreement and, except upon the termination of this Agreement in accordance with Section 5(a), is intended to be irrevocable.
The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Holder and Purchaser each agrees
that Purchaser shall exercise (and shall not fail to exercise) its rights as attorney-in-fact and proxy in accordance with the provisions
of Section 1 of this Agreement.


 






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3. Other
Covenants.


 


(a) No Transfers.
Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without the joint written consent of
Purchaser and the Company, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose
of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging
or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer
of, any or all of the Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist
any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Purchaser Organizational
Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect
of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement.
Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants
to, the Company and Purchaser that Holder shall not request that Purchaser register the Transfer (book-entry or otherwise) of any certificate
or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Company,
and Purchaser hereby agrees that it shall not effect any such Transfer.


 


(b) Permitted Transfers. Section
3(a) shall not prohibit a Transfer of Shares by Holder (i) to any family member or trust for the benefit of any family member,
(ii) to any stockholder, member or partner of Holder, if an entity, (iii) to any Affiliate of Holder, or (iv) to any person or entity
if and to the extent required by any non-consensual Order, by divorce decree or by will, intestacy or other similar Applicable Law so
long as, in the case of the foregoing clauses (i), (ii), (iii) and (iv), the assignee or transferee agrees to be bound by the terms of
this Agreement and executes and delivers to the parties hereto a written consent and joinder memorializing such agreement. During the
term of this Agreement, Purchaser will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any
certificate or uncertificated interest representing any of Holder’s Shares, except as permitted by, and in accordance with, this Section
3(b).


 


(c) Changes to Shares.
In the event of a share dividend or distribution, or any change in the share capital of Purchaser by reason of any share dividend or distribution,
share split, recapitalization, combination, conversion, exchange of shares or the like, the term “Shares” shall be deemed
to refer to and include the Shares as well as all such share dividends and distributions and any securities into which or for which any
or all of the Shares may be changed or exchanged or which are received in such transaction. Holder agrees, during the Voting Period, to
notify the Company and Purchaser promptly in writing of any changes in Holder’s ownership of Purchaser securities.


 


(d) Compliance with
Merger Agreement. Holder agrees that, during the Voting Period, Holder will not take or agree or commit to take any action that would
make any representation and warranty of Holder contained in this Agreement inaccurate in any material respect, except for transfers as
permitted by, and in accordance with, Section 3(b) above.


 


(e) Registration Statement.
During the Voting Period, Holder agrees to provide to Purchaser and its Representatives any information regarding Holder or the Shares
that is reasonably requested by the Purchaser or its Representatives for inclusion in the Registration Statement.


 


(f) Publicity. Holder
shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated
herein without the prior written approval of Purchaser and the Company, unless such information was already made available publicly by
Purchaser or the Company. Nothing herein shall (a) restrict Holder’s right to furnish or disclose to its limited partners, members
or stockholders, any information with respect to the Transactions or the transactions contemplated herein or (b) grant Holder any right
to disclose information which Holder is prohibited from disclosing pursuant to a non-disclosure agreement. Holder understands that, prior
to the announcement by Purchaser and the Company, the Merger Agreement and related agreements and the terms thereof constitute material
non-public information and may not be used or disclosed by the Holder. Holder hereby authorizes Purchaser and the Company to publish and
disclose in any announcement or disclosure required by the SEC or Nasdaq (including all documents and schedules filed with the SEC in
connection with the foregoing), Holder’s identity and ownership of the Shares and the nature of Holder’s commitments and agreements
under this Agreement, the Merger Agreement and any other Ancillary Documents.


 



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4. Representations
and Warranties of Holder. Holder hereby represents and warrants to the Company as follows, except to the extent set forth in a
schedule delivered by Holder to the Company and Purchaser prior to the execution by the Holder of this Agreement:


 


(a) Binding Agreement.
Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii) if not a natural
person, is (A) a corporation, limited liability company, company or partnership duly organized and validly existing under the laws of
the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, the execution and delivery
of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by Holder
has been duly authorized by all necessary corporate, limited liability or partnership action on the part of Holder, as applicable. This
Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding
obligation of Holder, enforceable against Holder in accordance with its terms (except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s
rights, and to general equitable principles). Holder understands and acknowledges that the Company is entering into the Merger Agreement
in reliance upon the execution and delivery of this Agreement by Holder.


 


(b) Ownership of Shares.
As of the date hereof, Holder has beneficial ownership over the type and number of the Shares set forth under Holder’s name on the
signature page hereto, is the lawful owner of such Shares, has the sole power to vote or cause to be voted such Shares, and has good and
valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens,
adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement,
applicable securities Laws or Purchaser Organizational Documents, as in effect on the date hereof. There are no claims for finder’s
fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable
by the Company or Purchaser pursuant to arrangements made by Holder. Except for the Shares and other securities of Purchaser set forth
under Holder’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder
of any: (i) equity securities of Purchaser, (ii) securities of Purchaser having the right to vote on any matters on which the holders
of equity securities of Purchaser may vote or which are convertible into or exchangeable for, at any time, equity securities of Purchaser
or (iii) options, warrants or other rights to acquire from Purchaser any equity securities or securities convertible into or exchangeable
for equity securities of Purchaser.


 


(c) No Conflicts.
Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if any, no
filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is
necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the
transactions contemplated hereby, which, if required, has not been obtained prior to the date hereof. None of the execution and delivery
of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby
shall (i) conflict with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents
of Holder, if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract
or obligation to which Holder is a party or by which Holder or any of the Shares or its other assets may be bound, or (iii) violate any
applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair Holder’s
ability to perform its obligations under this Agreement in any material respect.


 


(d) No Inconsistent
Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered into, nor will enter into
at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares inconsistent with
Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while this Agreement remains in
effect, a proxy, a consent or power of attorney with respect to the Shares and (iii) has not entered into any agreement or knowingly taken
any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of Holder contained
herein untrue or incorrect in any material respect or have the effect of preventing Holder from performing any of its material obligations
under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Purchaser and the Company hereby acknowledge
that the Shares are subject to certain transfer restrictions and voting obligations (consistent with the obligations under this Agreement)
under the letter agreement, dated January 11, 2022 (the “Insider Letter”), among Purchaser, Holder and other
parties thereto.


 






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5. Miscellaneous.


 


(a) Termination.
Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of the Company, Purchaser
or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of the Company,
Purchaser and Holder, (ii) the Effective Time (following the performance of the obligations of the parties hereunder required to be performed
at or prior to the Effective Time), (iii) the date of termination of the Merger Agreement in accordance with its terms, (iv) at the election
of Holder, any amendment to the Merger Agreement or any waiver of any provision of the Merger Agreement which amendment or waiver is adverse
to Holder in a manner disproportionate to the other Purchaser Stockholders as a whole and which has not been approved by the Board of
Directors of Purchaser, and (v) if the Outside Date is extended for a period of more than thirty (30) days unless such further extension
has received the approval of the Board of Directors of Purchaser. The termination of this Agreement shall not prevent any party hereunder
from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s
material breach of, or fraud committed in connection with, this Agreement prior to such termination. Notwithstanding anything to the contrary
herein, the provisions of this Section 5(a) shall survive the termination of this Agreement. 


 


(b) Binding Effect;
Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective permitted successors and assigns. Except for transfers as permitted by, and in accordance with, Section 3(b) above,
this Agreement and all obligations of Holder are personal to Holder and may not be assigned, transferred or delegated by Holder at any
time without the prior written consent of the Company and Purchaser, and any purported assignment, transfer or delegation without such
consent shall be null and void ab initio.


 


(c) Third Parties.
Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated
hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or thereto
or a successor or permitted assign of such a party.


 


(d) Governing Law; Jurisdiction.
This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating
to this Agreement shall be heard and determined exclusively in any state or federal court located in the State of Delaware (or in any
appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive
jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto
and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that
it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions
contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents
to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated
by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable
address set forth or referred to in Section 5(h). Nothing in this Section 5(d) shall affect the right of
any party to serve legal process in any other manner permitted by applicable law.


 


(e) WAIVER OF JURY
TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
5(e).


 






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(f) Interpretation.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine
or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including”
(and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”;
(iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed
in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv)
the term “or” means “and/or”. 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.


 


(g) Capacity as a Purchaser
Stockholder. Holder signs this Agreement solely in Holder’s capacity as a stockholder of Purchaser, and not in Holder’s
capacity as a director, officer or employee of Purchaser. Notwithstanding anything herein to the contrary, nothing herein shall in any
way restrict a director or officer of Purchaser in the exercise of his or her fiduciary duties as a director or officer of Purchaser or
prevent or be construed to create any obligation on the part of any director or officer of Purchaser from taking any action in his or
her capacity as such director or officer.


 


(h) Notices. All
notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) by email or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being
sent, if sent by reputable, nationally recognized international overnight courier service or (iv) five (5) Business Days after being mailed,
if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


	If to Purchaser:	 	with a copy (which will not constitute notice) to:
	 	 	 
	Industrial Tech Acquisitions II, Inc.	 	Ellenoff Grossman & Schole LLP
	5090 Richmond Ave, Suite 319	 	1345 Avenue of the Americas, 11th Floor
	Houston, Texas, 77056	 	New York, New York 10105
	Attn:	 R. Greg Smith, CFO	 	Attn:	Richard I. Anslow, Esq. (ext. 7194)             
	Telephone: (713) 599-1300	 	 	Asher S. Levitsky P.C. (ext. 7152)
	Email: 	greg@texasventures.com	 	Telephone No.: (212) 370-1300
	 	 	Email:	ranslow@egsllp.com
	 	 	 	alevitsky@egsllp.com
	 	 	 
	If to the Company:	 	with a copy (which will not constitute notice) to:
	 	 	 
	NEXT Renewable Fuels, Inc.	 	ArentFox Schiff LLP
	11767 Katy Freeway	 	1717 K Street NW
	Suite 700	 	Washington, DC 20006
	Houston, Texas 77079	 	Attn:	  Ralph De Martino, Esq.
	Attn:	 Chris Efird, CEO, and	 	Nick Tipsord, Esq.
	 	David Kane, CFO	 	Telephone No.: 202.724.6848
	Telephone No.: 281.541.7311	 	 
	Email: 	chris@nextrenewables.com	 	Email:	 Ralph.DeMartino@afslaw.com
	 	david@nextrenewables.com	 	 	Nick.Tipsord@afslaw.com






	If to Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to sneuhauser@egsllp.com, if not the party sending the notice, each of Purchaser and the Company (and each of their copies for notices hereunder).



 






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(i) Amendments and Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance, and either retroactively or prospectively) only, in the case of an amendment, with the written consent of the Company, Purchaser
and the Holder, or, in the case of a waiver, with the written consent of the party against whom the waiver is to be effective. No failure
or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition,
or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of any other provisions hereof
by such party, nor shall any such waiver be deemed to be or construed as a further or continuing waiver of any such term, condition, or
provision.


 


 (j) Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.




 


(k) Specific Performance.
Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this
Agreement by Holder, money damages will be inadequate and that the Company will not have adequate remedy at law, and agrees that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific
terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or restraining order to prevent breaches
of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other
security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may
be entitled under this Agreement, at law or in equity.


 


(l) Expenses. Each
party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel,
if applicable) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement, the non-prevailing
party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’
fees and costs, reasonably incurred by the prevailing party.


 


(m) No Partnership,
Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Holder, Purchaser and the Company,
and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties
hereto or among any other Purchaser stockholders entering into voting agreements with Purchaser or the Company. Holder has acted independently
regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in Purchaser or the Company
any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits
of Holder in and relating to the Shares of the Holder shall remain vested in and belong to the Holder, and the Company shall have no authority
to manage, direct, restrict, regulate, govern or administer any of the policies or operations of Purchaser or exercise any power or authority
to direct the Holder in the voting or disposition of any of the Shares, except as otherwise provided herein.


 






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(n) Further Assurances.
From time to time, at another party’s request and without further consideration, each party shall execute and deliver such additional
documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by
this Agreement.


 


(o) Entire Agreement.
This Agreement (together with the Merger Agreement and the Insider Letter to the extent referred to herein) constitutes the full and entire
understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating
to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt,
the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement, any Ancillary Document or the Insider
Letter. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Purchaser or the Company
or any of the obligations of Holder under any other agreement between Holder and Purchaser or the Company or any certificate or instrument
executed by Holder in favor of Purchaser or the Company, and nothing in any other agreement, certificate or instrument shall limit any
of the rights or remedies of Purchaser or the Company or any of the obligations of Holder under this Agreement.


 


(p) Counterparts; Facsimile.
This Agreement may also be executed and delivered by facsimile or electronic signature or by email in portable document format 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.


 


(q) Non-Recourse.
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 entities that are expressly named as parties hereto, and then
only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this
Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present
or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney, advisor or representative
or affiliate of any named party to this Agreement and (b) 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 Purchaser, the Company or the Holder under this Agreement of or for any claim based on,
arising out of, or related to this Agreement or the transactions contemplated hereby provided that such other person does not take or
direct or cause Holder to take any action in contravention of the Holder’s obligations under this Agreement.


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]





 






    8


     


    

 


IN WITNESS WHEREOF,
the parties have executed this Voting Agreement as of the date first written above.


 


	 	Company:
	 	 
	 	NEXT Renewable Fuels, Inc.
	 	 	 
	 	By:	/s/ Chris Efird
	 	Name: 	Chris Efird
	 	Title:	CEO



 


{Signature Page to Sponsor Voting Agreement}


 



     


     


    




  




	 	Purchaser:
	 	 
	 	Industrial Tech Acquisitions II, Inc.
	 	 	 
	 	By:	/s/ R. Greg Smith
	 	Name: 	R. Greg Smith
	 	Title:	CFO


 


{Signature Page to Sponsor Voting Agreement}


 









     


     


    

 


	Holder:	 
	 	 
	
    Industrial Tech Partners II, LLC

     
	 
	By:	/s/ E. Scott Crist   	 
	Name: 	E. Scott Crist   	 
	Title:	
    Individually1 and as Managing Member of

    Industrial Tech Partners II, LLC.
	 


 


	Number and Type of Shares:	 
	 	 
	Purchaser Class A Common Stock:          0         	 
	 	 
	Purchaser Class B Common Stock: 4,312,500	 
	 	 
	Purchaser warrants or other securities
convertible into Purchaser securities: 8,037,500	 
	 	 
	Address for Notice:	 
	 	 
	Address: c/o Industrial Tech Acquisitions II, Inc.	 
	5090 Richmond Ave, Suite 319,	 
	Houston, Texas 77056.	 
	 	 
	Telephone No.:	 (713) 599-1300	 
	Email: scott@texasventures.com	 



 





{Holder Signature Page to Sponsor Voting
Agreement}