Exhibit
10.4


 


Execution
Version


 


AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2021, is made
and entered into by and among Volta Inc., a Delaware corporation (f/k/a Tortoise Acquisition Corp. II) (the “Company”),
Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower
LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under
Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower and any person or entity who
hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and
collectively the “Holders”).


 


RECITALS


 


WHEREAS,
on September 10, 2020, the Company, the Sponsor, TortoiseEcofin Borrower and certain other security holders named therein (the “Existing
Holders”) entered into that certain Registration Rights Agreement (the “Existing Registration Rights Agreement”)
pursuant to which the Company granted the Sponsor, TortoiseEcofin Borrower and such other Existing Holders certain registration rights
with respect to certain securities of the Company;


 


WHEREAS,
on February 7, 2021, the Company, SNPR Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“First
Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company
(“Second Merger Sub”), and Volta Industries, Inc., a Delaware corporation (“Volta”)
entered into that certain Business Combination Agreement and Plan of Reorganization (the “BCA”) pursuant to
which, among other things, (a) First Merger Sub will merge with and into Volta (the “First Merger”), with Volta
surviving the First Merger as a wholly owned subsidiary of the Company; and (b) as soon as practicable, but in any event within 3 days
following the First Merger and as part of the same overall transaction as the First Merger, the surviving corporation of the First Merger
will merge with and into the Second Merger Sub (the “Second Merger”), with Second Merger Sub being the surviving
entity of the Second Merger (collectively, the “Business Combination”);


 


WHEREAS,
prior to the closing of the Business Combination and subject to the terms and conditions of the BCA, the Company domesticated as a Delaware
corporation in accordance with Section 388 of the Delaware General Corporation Law and Cayman Islands Companies Act (2021 Revision) (the
“Domestication”);


 


WHEREAS,
after the Domestication and the closing of the Business Combination, the Holders will own shares of the Company’s Class A common
stock, par value $0.0001 per share (the “Class A Common Stock”), certain Holders will own shares of the Company’s
Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A
Common Stock, the “Common Stock”) and TortoiseEcofin Borrower will own warrants to purchase 5,933,333 shares
of Common Stock (the “Private Placement Warrants”);


 


WHEREAS,
the Company and the Existing Holders desire to amend and restate the Existing Registration Rights 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 1

DEFINITIONS


 


1.1
Definitions. The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the board of directors of the Company.


 


“Block
Trade” means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether
firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade,
overnight trade or similar transaction.


 


“Business
Combination” shall have the meaning given in the Recitals hereto.


 


“BCA”
shall have the meaning given in the Recitals.


 


“Class
A Common Stock” shall have the meaning given in the Recitals.


 


“Class
B Common Stock” shall have the meaning given in the Recitals.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demanding
Holder” shall mean any Holder or group of Holders, that together elects to dispose of Registrable Securities having an
aggregate value of at least $25 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten
Offering.


 


“Effectiveness
Period” shall have the meaning given in subsection 3.1.1.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Existing
Holders” shall have the meaning given in the Recitals hereto.


 


“Existing
Registration Rights Agreement” shall have the meaning given in the Recitals hereto.


 






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“First
Merger” shall have the meaning given in the Recitals.


 


“First
Merger Sub” shall have the meaning given in the Recitals.


 


“Holder
Indemnified Persons” shall have the meaning given in subsection 4.1.1.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean, in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required
to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement
of a material fact or an omission 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.


 


“Piggyback
Registration” shall have the meaning given in subsection 2.2.1.


 


“Private
Placement Warrants” shall have the meaning given in the Recitals hereto.


 


“Pro
Rata” shall have the meaning given in subsection 2.1.4.


 


“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) the shares of Class A Common Stock issued or issuable upon the conversion of any shares of Class
B Common Stock held by a Holder as of the date of this Agreement, (b) the Private Placement Warrants (including any shares of Class A
Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding shares of Class A Common
Stock (including the shares of Class A Common Stock issued or issuable upon the exercise of any other equity security) of the Company
held by a Holder as of the date of this Agreement or acquired prior to or in connection with the Business Combination, which, for the
avoidance of doubt, shall include any shares of Class A Common Stock received by a Holder on or after the date hereof as a distribution
from the Sponsor in connection with its liquidation and dissolution, (d) any equity securities (including the shares of Class A Common
Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital
loans in an amount up to $1,500,000 made to the Company by a Holder and (e) any other equity security of the Company issued or issuable
with respect to any such shares of Class A common stock by way of a share capitalization or share sub-division or in connection with
a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when: (i) 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; (ii) such securities shall have been otherwise transferred, new certificates
for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be
outstanding; or (iv) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any
successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations).


 






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“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having become
effective by the Commission.


 


“Registration
Expenses” shall mean the 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 securities exchange on which the Class A Common Stock is then listed;


 


(b)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of 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 or Underwritten Offering; and


 


(f)
reasonable fees and expenses of one (1) legal counsel selected jointly by a majority in interest of the Demanding Holders initiating
an Underwritten Demand (including, without limitation, a Block Trade), a majority in interest of Requesting Holders participating in
an Underwritten Offering and a majority in interest of Holders participating in a Piggyback Registration, as applicable, not to exceed
$50,000 per Underwritten Demand, Underwritten Offering or Piggyback Registration, as applicable.


 


“Registration
Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities required
to be filed 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
Holder” shall have the meaning given in subsection 2.1.3.


 


“Second
Merger” shall have the meaning given in the Recitals.


 


“Second
Merger Sub” shall have the meaning given in Recitals.


 






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“Securities
Act” shall mean the Securities Act of 1933, as it may be amended from time to time.


 


“Shelf
Registration” shall have the meaning given in subsection 2.1.1.


 


“Sponsor”
shall have the meaning given in the Preamble.


 


“Suspension
Event” shall have the meaning given in Section 3.4 of this Agreement.


 


“TortoiseEcofin
Borrower” shall have the meaning given in the Preamble.


 


“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
Demand” shall have the meaning given in subsection 2.1.3.


 


“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.


 


“Volta”
shall have the meaning given in the Recitals.


 


Article 2

REGISTRATIONS


 


2.1
Registration.


 


2.1.1
Shelf Registration. The Company agrees that, within thirty (30) calendar days after the consummation of the Business Combination,
the Company will file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering the resale
of the Registrable Securities (a “Shelf Registration”).


 


2.1.2
Effective Registration. The Company shall use its reasonable best efforts to cause such Registration Statement to become
effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject to the
limitations contained in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form of the
Commission (a) as shall be selected by the Company and (b) as shall permit the resale or other disposition of the Registrable Securities
by the Holders. If at any time a Registration Statement filed with the Commission pursuant to Section 2.1.1 is effective and a
Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included
on such Registration Statement, the Company will use its reasonable best efforts1 to amend or supplement such Registration
Statement as may be necessary in order to enable such offering to take place in accordance with the terms of this Agreement.


 


 


 






		1 	NT
                                            Orrick: Reasonable best efforts used throughout.



 






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2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 hereof, any Demanding
Holder may make a written demand for an Underwritten Offering, including a Block Trade, pursuant to a Registration Statement filed with
the Commission in accordance with Section 2.1.1 (an “Underwritten Demand”). The Company shall, within
five (5) business days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand,
and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten
Offering pursuant to such Underwritten Demand (each such Holder that requests to include all or a portion of such Holder’s Registrable
Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within
two (2) days (one (1) day if such offering is a Block Trade) after the receipt by the Holder of the notice from the Company. Upon receipt
by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their
Registrable Securities included in such Underwritten Offering pursuant to such Underwritten Demand. All such Holders proposing to distribute
their Registrable Securities through such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, which Underwriter(s) shall be subject
to the approval of a majority in interest of the Demanding Holders initiating such Underwritten Offering. Notwithstanding the foregoing,
the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3
and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the
closing of an Underwritten Offering.


 


2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to
an Underwritten Demand, in good faith, advises the Company, the Demanding Holders, the Requesting Holders and other persons or entities
holding shares of Class A Common Stock or other equity securities of the Company that the Company is obligated to include pursuant to
separate written contractual arrangements with such persons or entities (if any) in writing that the dollar amount or number of Registrable
Securities or other equity securities of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar
amount or maximum number of equity securities of the Company 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, as follows: (a) first, the Registrable Securities of the Demanding Holders (pro rata based
on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering
and the aggregate number of Registrable Securities that the Demanding Holders have requested be included in such Underwritten Offering
(such proportion is referred to herein as “Pro Rata”)) that 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 the Requesting Holders, Pro Rata, 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),
shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell and that 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), shares of Class A Common Stock or other equity securities of the Company
held by other persons or entities that the Company is obligated to include pursuant to separate written contractual arrangements with
such persons or entities and that can be sold without exceeding the Maximum Number of Securities.


 






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2.2
Piggyback Registration.


 


2.2.1
Piggyback Rights. Subject to the provisions of subsection 2.2.2 and Section 2.3 hereof, if, at any time on or after the date the
Company consummates a Business Combination, the Company proposes to (i) file a Registration Statement under the Securities Act with respect
to an offering of equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities of the Company, for its own account or for the account of stockholders of the Company, other than a Registration
Statement (A) filed in connection with any employee stock option or other benefit plan, (B) for an exchange offer or offering of securities
solely to the Company’s existing stockholders, (C) for an offering of debt that is convertible into equity securities of the Company
or (D) for a dividend reinvestment plan or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders
of the Company, then the Company shall give written notice of such proposed action to all of the Holders as soon as practicable which
notice shall (x) describe the amount and type of securities to be included, the intended method(s) of distribution and the name of the
proposed managing Underwriter or Underwriters, if any, and (y) offer to all of the Holders the opportunity to register the sale of such
number of Registrable Securities as such Holders may request in writing within (a) five (5) days in the case of filing a Registration
Statement and (b) two (2) days in the case of an Underwritten Offering (or, in the case of a Block Trade, within one (1) business day),
in each case after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall,
in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts
to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested
by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar
securities of the Company included in such Piggyback Registration and to permit the resale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten
Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for
such Underwritten Offering by the Company.


 


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 or equity securities of the Company that the Company desires to sell,
taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded
pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder,
(b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to Section 2.2 hereof and (c)
the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant
to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities,
then:


 






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(i)
If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering
(A) first, the shares of Class A Common Stock or other equity securities of the Company 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 requesting a Piggyback Registration pursuant to
subsection 2.2.1 hereof, Pro Rata, 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), shares of Class
A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested
pursuant to written contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding
the Maximum Number of Securities; or


 


(ii)
If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Underwritten Offering (A) first, shares of Class A Common Stock or other equity securities of the Company,
if any, of such requesting persons or entities, other than the Holders, 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 requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, 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), shares of Class A Common Stock or other equity securities of the Company 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), shares of Class A Common Stock
or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant
to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of
Securities.


 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities 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, as applicable, the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration or the launch of the Underwritten Offering with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement or abandon an Underwritten Offering
in connection with a Piggyback Registration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything to
the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant
to Section 2.2 hereof shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section
2.1 hereof.


 






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2.3
Restrictions on Registration Rights. If (a) the Holders have requested an Underwritten Offering pursuant to an Underwritten
Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (b) the
Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board such Underwritten
Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the undertaking
of such Underwritten Offering at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman
of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company to undertake such
Underwritten Offering in the near future and that it is therefore essential to defer the undertaking of such Underwritten Offering. In
such event, the Company shall have the right to defer such offering for a period of not more than thirty (30) days; provided, however,
that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period.


 


2.4
Block Trades. Notwithstanding any other provision of this Article II, but subject to Sections 2.3 and 3.4,
if any Demanding Holder desires to effect a Block Trade, then, notwithstanding any other time periods in this Article II, the
Demanding Holders shall provide written notice to the Company at least five (5) business days prior to the date such Block Trade will
commence. As expeditiously as possible, the Company shall use its reasonable best efforts to facilitate such Block Trade and include
any Requesting Holders as provided in Section 2.1.3. The Holders shall use reasonable best efforts to work with the Company and
the Underwriters (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade)
in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade
and any related due diligence and comfort procedures. In the event of a Block Trade, and after consultation with the Company, the Demanding
Holders and the Requesting Holders (if any) shall determine the Maximum Number of Securities, the underwriter or underwriters and the
share price of such offering.


 


Article 3

COMPANY PROCEDURES


 


3.1
General Procedures. The Company shall use its reasonable best efforts to effect such Registration or Underwritten Offering
to permit the resale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto
the Company shall, as expeditiously as possible and to the extent applicable:


 


3.1.1
prepare and file with the Commission within thirty (30) calendar days after the consummation of the Business Combination a Registration
Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become
effective in accordance with Section 2.1 and remain effective, including filing a replacement Registration Statement, if necessary,
until all Registrable Securities covered by such Registration Statement have been sold or are no longer outstanding (such period, the
“Effectiveness Period”);


 






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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 Holders or any Underwriter 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 are no longer outstanding;


 


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 or Underwritten Offering, 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 (including each preliminary
Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or Underwritten
Offering or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is
available on the Commission’s EDGAR system;


 


3.1.4
prior to any Underwritten Offering of Registrable Securities, use its reasonable best efforts to (a) 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 and (b) 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 securities exchange or automated quotation system 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 or Underwritten Offering;


 


3.1.7
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 reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 






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3.1.8
during the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment
or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration
Statement or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities
or its counsel; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available
on the Commission’s EDGAR system;


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act;


 


3.1.10
in accordance with Section 3.4 of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement
exists, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.11
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause
the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter,
attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a
confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such
information;


 


3.1.12
obtain a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
in customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter may reasonably
request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.13
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the placement agent 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 placement
agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters,
and reasonably satisfactory to such placement agent, sales agent or Underwriter;


 


3.1.14
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.15
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 promulgated
thereafter by the Commission);


 






    11


     


    

 


3.1.16
use its reasonable best 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 any Underwritten Offering; and


 


3.1.17
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in
connection with such Registration.


 


3.2
Registration Expenses. The Registration Expenses in respect 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, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3
Requirements for Participation in Underwritten Offerings. No person or entity may participate in any Underwritten Offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (a) agrees
to sell such person’s or entity’s securities on the basis provided in any underwriting arrangements approved by the Company
and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements
and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.4
Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay
or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed
or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement
or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries
is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal
counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information
that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement
or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration
Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension
Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten
Offering on more than two (2) occasions, for more than sixty (60) consecutive calendar days, or more than one hundred-twenty (120) total
calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event
while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists,
each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement
filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to
promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become
effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality
of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed
by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus
covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not
apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory,
self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies
stored electronically on archival servers as a result of automatic data back-up.


 






    12


     


    

 


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 Section 13(a) or 15(d) of the Exchange
Act. 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 resell Registrable Securities 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 promulgated
thereafter by the Commission), including providing any legal opinions. 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 4

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, agents, representatives, members and each person who controls such Holder (within the meaning of the Securities Act) (collectively,
the “Holder Indemnified Persons”) against all losses, claims, damages, liabilities and expenses (including
reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’
rights under this Section 4.1) resulting from any Misstatement, except insofar as the same are caused by or contained or included
in any information furnished in writing to the Company by or on behalf of such Holder Indemnified Person specifically for use therein.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
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 and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its officers, directors,
employees, advisors, agents, representatives and each person who controls the Company (within the meaning of the Securities Act) against
any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable attorneys’
fees arising out of the enforcement of each such persons’ rights under this Section 4.1) resulting from any Misstatement,
but only to the extent that the same are made in reliance on and in conformity with information relating to the Holder so furnished in
writing to the Company by or on behalf of such Holder specifically for use therein. In no event shall the liability of any selling Holder
hereunder be greater in amount than the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such
Registration Statement giving rise to such indemnification obligation.


 






    13


     


    

 


4.1.3
Any person entitled to indemnification herein shall (a) 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 right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) 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 or
there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying
party, 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 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 of
such indemnified party and shall survive the transfer of securities.


 


4.1.5
If the indemnification provided under Section 4.1 is held by a court of competent jurisdiction to be unavailable to an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and 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 a court of law by reference to, among other things, whether the
Misstatement relates to information supplied by such indemnifying party or such 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 subsection 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 subsections 4.1.1, 4.1.2
and 4.1.3 above, any legal or other fees, charges or 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 subsection 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 subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of
such fraudulent misrepresentation.


 






    14


     


    

 


Article 5

MISCELLANEOUS


 


5.1
Notices. Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery
in person or by courier service or sent by overnight mail via a reputable overnight carrier, in each case providing evidence of delivery
or (c) transmission by facsimile or email. 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 (3rd) business day
following the date on which it is mailed, in the case of notices delivered by courier service, hand delivery or overnight mail, 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, and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted
to the addressee. Any notice or communication under this Agreement must be addressed, if to the Company, to: 155 De Haro Street, San
Francisco, CA 94103, attention: Scott Mercer; Christopher Wendel; James DeGraw, or by email at: scott@voltacharging.com; chris@voltacharging.com;
legal@voltacharging.com if to the Sponsor or TortoiseEcofin Borrower, to: 5100 W. 115th Place, Leawood, KS 66211, attention: Michelle
Johnston, or by email at: mjohnston@tortoiseecofin.com, and, if to any other Holder, to the address of such Holder as it appears in the
applicable register for the Registrable Securities or such other address as may be designated in writing by such Holder (including on
the signature pages hereto). 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
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 


5.2.3
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and Section 5.2 hereof.


 






    15


     


    

 


5.2.4
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 (a) written notice of such assignment as provided in Section 5.1 hereof
and (b) 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). 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 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION.


 


5.5
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of
the Registrable Securities at the time in question, 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 that adversely affects any Holder, solely in his, her or its capacity as a holder
of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent
of each such 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.


 


5.6
Other Registration Rights. The Company represents and warrants that no person, other than (a) a Holder, (b) the parties to
those certain Subscription Agreements, dated as of February 7, 2021, by and between the Company and certain investors and (c) the holders
of the Company’s warrants pursuant to that certain Warrant Agreement, dated as of September 10, 2020, by and between the Company
and Continental Stock Transfer & Trust Company, 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 by the Company for the sale of securities for its own account or
for the account of any other person. 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.


 






    16


     


    

 


5.7
Term. This Agreement shall terminate upon the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and
(b) the date as of which the Holders cease to hold any Registrable Securities. The provisions of Article 4 shall survive any termination.


 


 


[Signature
Page Follows]


 






    17


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


		COMPANY:
	 	 	 
	 	Volta
                                        Inc.,

                                        a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	Scott
                                            Mercer
	 	Title:	Chief
                                            Executive Officer



 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


		HOLDERS:
	 	 	 
	 	TORTOISE
                                        SPONSOR II LLC,

                                        a Cayman Islands limited liability company
	 	 	 
	 	By:	 
	 	Name:	Vincent
                                            T. Cubbage
	 	Title:	Manager








 





 





	 	TORTOISEECOFIN
                                            BORROWER LLC,

                                            a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	Michelle
                                            Johnston
	 	Title:	Chief
                                            Financial Officer


 


 





	 	3
                                        CHIEFS FAMILY TRUST
	 	 	 
	 	By:	 
	 	Name:	Charlene
                                            M. Cubbage
	 	Title:	Trustee


 


 





	 	BROCK
                                        FAMILY DYNASTY TRUST
	 	 	 
	 	By:	 
	 	Name:	Darrell
                                            Brock, Jr.
	 	Title:	Trustee


 


	 	 
	 	Vincent
                                        T. Cubbage



 


	 	 
	 	Stephen
                                        Pang


 





	 	 
	 	Steven
                                        C. Schnitzer


 





	 	 
	 	Darrell
                                        Brock, Jr.


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 








	 	 
	 	Evan
                                        Zimmer


 





	 	 
	 	Juan
                                        J. Daboub


 


	 	 
	 	Karin
                                        McKinnell Leidel


 


	 	 
	 	Sidney
                                        L. Tassin


 





	 	 
	 	Edward
                                        P. Russell


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


		STOCKHOLDER:
	 	 	 
	 	VIRGO
               HERMES, LLC
	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	Jesse Watson
	 	Title:	Founder & CIO
	 	 
	 	Address:

               1201 Howard Avenue

               Burlingame, CA 94010
	 	 
	 	Email:
               jwatson@virgo-llc.com



 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    




 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	SCOTT
                                        MERCER
	 	 	 
	 	 	 
	 	(Signature)



 


 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	Christopher
                                        Wendel
	 	 	 
	 	 	 
	 	(Signature)


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	BAUER
               FAMILY INVESTMENT LLC
	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	Christopher Wendel
	 	Title:	Manager
	 	 
	 	Address:

               1165 Green Valley Rd.

               Napa, CA 94558



 


 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	Andrew
                                        Lipsher
	 	 	 
	 	 	 
	 	(Signature)


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	LITTLE
                                        ROSE PARTNERS
	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	Andrew
                                        Lipsher


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	JAMES
                                        S. DEGRAW
	 	 	 
	 	 	 
	 	(Signature)


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	PRAVEEN
                                        MANDAL
	 	 	 
	 	 	 
	 	(Signature)


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	NADYA
                                        KOHL
	 	 	 
	 	 	 
	 	(Signature)


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	ELI
                                        AHETO
	 	 	 
	 	 	 
	 	(Signature)


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	PACIFIC
                                        PREMIER TRUST

                                        CUSTOIAN FBO ELI AHETO IRA
	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	Eli Aheto
	 	Title:	Account
                                        Owner


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	MARTIN
                                        LAUBER
	 	 	 
	 	 	 
	 	(Signature)


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	19Y
                                        VENTURES VI, LLC

                                        By: 19Y Ventures Management, LLC

                                        Its: Manager
	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	Martin
                                        Lauber
	 	Title:	Managing
                                        Partner
	 	 	 
	 	Address:

                                        120 Gilmartin Drive

                                        Tiburon, CA 94920
	 	 	 
	 	Email:
                                        mlauber@19york.com


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	19Y
                                            VENTURES VI-2, LLC


By:
19Y Ventures Management, LLC

Its: Manager


	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	Martin
                                        Lauber
	 	Title:	Managing
                                        Partner
	 	 	 
	 	Address:

                                        120 Gilmartin Drive

                                        Tiburon, CA 94920
	 	 	 
	 	Email:
                                        mlauber@19york.com


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


		STOCKHOLDER:
	 	 	 
	 	KATHY
                                        SAVITT
	 	 	 
	 	 	 
	 	(Signature)





 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	JOHN
                                        TOUGH
	 	 	 
	 	 	 
	 	(Signature)


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	ENERGIZE
                                            GROWTH FUND I LP


By:
Energize Growth I GP LLC



	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	John Tough
	 	Title:	Managing
                                        Partner
	 	 	 
	 	Address:


1
South Wacker Dr., Suite 1620


Chicago,
IL 60606


	 	 	 
	 	Email:
                                        john@energize.vc

 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	ENERGIZE
                                            VENTURES FUND LP



	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	John Tough
	 	Title:	Managing
                                        Partner
	 	 	 
	 	Address:


1
South Wacker Dr., Suite 1620


Chicago,
IL 60606


	 	 	 
	 	Email:
                                        john@energize.vc


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	EV
                                            VOLTA SPV LLC


By:
Energize Ventures GP LLC




	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	John Tough
	 	Title:	Managing
                                        Partner
	 	 	 
	 	Address:


1
South Wacker Dr., Suite 1620


Chicago,
IL 60606


	 	 	 
	 	Email:
                                        john@energize.vc


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	BONITA
                                        C. STEWART
	 	 	 
	 	 	 
	 	(Signature)


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	BONITA
                                            K. COLEMAN LIVING TRUST




	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	Bonita
                                        C. Stewart
	 	Title:	Trustee
	 	 	 
	 	Address:

                                            218 West Palisade Avenue


PO
Box 5387


Englewood,
NJ 07631




 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





		STOCKHOLDER:
	 	 	 
	 	ACTIVATE
                                            CAPITAL PARTNERS, LP


By:
AGC Partners GP, LP


Its:
General Partner





	 	 	 
	 	 	 
	 	(Signature)
	 	 
	 	Name:	Anup Jacob
	 	Title:	Managing
                                        Director
	 	 	 
	 	Address:


50
California Street, Suite 680


San
Francisco, CA 94111



	 	 
	 	Email:
                                        anup@activatecp.com


 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]