Exhibit 4.3


 


AMENDED
AND RESTATED


 


WARRANT
AGREEMENT


 


between


 


VOLTA
INC.,


 


COMPUTERSHARE
INC.,


 


and


 


COMPUTERSHARE
TRUST COMPANY, N.A.


 


WARRANT
AGREEMENT


 


Dated
as of August 26, 2021


 


THIS
AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of August 26, 2021, is by and between Volta
Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned
subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent,”
also referred to herein as the “Transfer Agent”).


 


WHEREAS,
the Company (then known as Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“TortoiseCorp II”))
previously entered into the Warrant Agreement, dated September 10, 2020 (the “Original Agreement”), with Continental
Stock Transfer & Trust Company;


 


WHEREAS,
pursuant to the Business Combination Agreement and Plan of Merger, dated as of February 7, 2021 (as amended, restated or otherwise modified
from time to time, the “Merger Agreement”), by and among TortoiseCorp II, Volta Industries, Inc. and certain
other parties, the parties thereto consummated a business combination (the “Business Combination”) which included
the domestication of TortoiseCorp II in Delaware as “Volta Inc” (the “Domestication”), in accordance
with the terms and conditions of the Merger Agreement and applicable law;


 


WHEREAS,
as of immediately prior to the Domestication, TortoiseCorp II had outstanding: (i) certain redeemable warrants (the “Public
Warrants”) to purchase Class A ordinary shares of TortoiseCorp II that were registered pursuant to TortoiseCorp II’s
initial public offering registration statement and offered by TortoiseCorp II in its initial public offering of units of TortoiseCorp
II’s equity securities (the “Units”), each such unit comprised of one Class A ordinary share of TortoiseCorp
II and one-fourth of a Public Warrant; and (ii) 5,933,333 warrants to purchase Class A ordinary shares of TortoiseCorp II that were issued
in a private placement concurrently with TortoiseCorp II’s initial public offering (the “Private Placement Warrants”
and, together with the Public Warrants, the “Warrants”);


 


WHEREAS,
in connection with the Domestication, (i) the Class A ordinary shares and Class B ordinary shares of TortoiseCorp II converted into shares
of Class A common stock of the Company, par value $0.0001 per share (“Common Shares”), and (ii) the Private
Placement Warrants and the Public Warrants automatically converted by operation of law into warrants to acquire Common Shares;


 


WHEREAS,
at a moment in time after effectiveness of the Domestication and before the closing of the Business Combination, each outstanding Unit
separated into its component Common Share and Public Warrant;


 


WHEREAS,
each Warrant entitles the holder thereof to purchase one Common Share, for $11.50 per share, subject to adjustment as described herein.
Only whole Warrants are exercisable. A holder of Public Warrants will not be able to exercise any fraction of a Warrant;


 






     


     


    

 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-4, File No. 333-256173 and a proxy statement/prospectus (the “Registration Statement”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Warrants, the Private Placement
Warrants and the Common Shares issuable upon exercise of the Public Warrants and the Private Placement Warrants;


 


WHEREAS,
the Private Placements Warrants are subject to certain transfer restrictions and shall bear the legend set forth in Exhibit B
hereto;


 


WHEREAS,
in connection with the Business Combination, the Company and the Warrant Agent desire to amend and restate the Original Agreement to
substitute the warrant agent hereunder;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and
to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form
of Warrant. Each Warrant shall be issued in registered form only.


 


2.2 Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book entry form, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown
on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository
Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).
If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible
for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall
instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall
be in the form annexed hereto as Exhibit A.


 






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Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the
absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on
any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4 Detachability
of Warrants. [Reserved].


 


2.5 No
Fractional Warrants Other Than as Part of Units. Other than in connection with the Domestication, the Company shall not issue fractional
Warrants. If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional
Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6 Private
Placement Warrants.


 


2.6.1 Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held
by TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”) or any of
its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant
to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until September 25, 2021 and (iii) shall not be redeemable
by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement
Warrants and any Common Shares held by TortoiseEcofin Borrower or any of its Permitted Transferees and issued upon exercise of the Private
Placement Warrants may be transferred by the holders thereof:


 


(a) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
member(s) of the Sponsor or their affiliates, any affiliates of the Sponsor, any member(s) of TortoiseEcofin Borrower or their affiliates
or any affiliates of TortoiseEcofin Borrower;


 


(b) in
the case of an individual, by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a
member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;


 


(c) in
the case of an individual, by virtue of laws of descent and distribution upon death of such person;


 


(d) in
the case of an individual, pursuant to a qualified domestic relations order;


 


(e) by
virtue of the laws of the state of Delaware or TortoiseEcofin Borrower’s operating agreement upon dissolution of TortoiseEcofin
Borrower;


 


(f) [Reserved];


 


(g) [Reserved];
or


 






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(h) in
the event of the Company’s completion of a liquidation, merger, share exchange, restructuring or other similar transaction which
results in all of the Company’s shareholders having the right to exchange their Common Shares for cash, securities or other property;
provided, however, that, in the case of clauses (a) through (f), these transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


3. Terms
and Exercise of Warrants.


 


3.1 Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Agreement, to purchase from the Company the number of Common Shares stated therein, at the price of $11.50
per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term
“Warrant Price” as used in this Agreement shall mean the price per share at which Common Shares may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least
twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such
reduction shall be identical among all of the Warrants.


 


3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on September
15, 2021, and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) August 26, 2026, (y) other than with respect
to the Private Placement Warrants, the Redemption Date (as defined below) as provided in Section 6.3 hereof and (z) the Alternative Redemption
Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2
below with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to
the right to receive the Redemption Price (as defined below) or the Alternative Redemption Price (as defined below) (other than with
respect to the Private Placement Warrant) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other
than a Private Placement Warrant in the event of a redemption) not exercised on or before the Expiration Date shall become null and void,
and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that
the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3 Exercise
of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by
the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
with the subscription form, as set forth in the Warrant, duly executed with signature properly guaranteed by the Registered Holder, and
by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Shares and the issuance of such Common
Shares, as follows:


 


(a) in
lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent;


 


(b) in
the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of Common Shares equal to the quotient obtained by dividing (x) the product of the number of Common Shares underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value,” as defined in this subsection
3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.4, the “Fair
Market Value” shall mean the average reported last sale price of the Common Shares for the ten (10) trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section
6 hereof;


 






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(c) with
respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by TortoiseEcofin Borrower or a Permitted
Transferee, by surrendering the Warrants for that number of Common Shares equal to the quotient obtained by dividing (x) the product
of the number of Common Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market
Value,” as defined in this subsection 3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Common Shares for the ten (10)
trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;
or


 


(d) as
provided in Section 7.4 hereof.


 


3.3.2 Issuance
of Common Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such
Warrant a book-entry position or certificate, as applicable, for the number of full Common Shares to which he, she or it is entitled,
registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if such Warrant
shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Common Shares
as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver
any Common Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration
statement under the Securities Act with respect to the Common Shares underlying the Public Warrants is then effective and a prospectus
relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be
exercisable and the Company shall not be obligated to issue Common Shares upon exercise of a Warrant unless the Common Shares issuable
upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value
and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for
the Unit solely for the Common Shares underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise.
The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to
Section 7.4. If, by reason of any exercise of warrants on a “cashless basis,” the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round
down to the nearest whole number the number of Common Shares to be issued to such holder.


 


3.3.3 Valid
Issuance. All Common Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and non-assessable. The Company shall provide an opinion of counsel which shall state that all Warrants or Common Shares,
as applicable, are: registered under the Securities Act, or are exempt from such registration, and all appropriate state securities law
filings have been made with respect to the Warrants or Common Shares; and validly issued, fully paid and non-assessable.


 


3.3.4 Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Common Shares is issued and who
is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record of such
Common Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that,
if the date of such surrender and payment is a date when the register of members of the Company or book-entry system of the Warrant Agent
are closed, such person shall be deemed to have become the holder of such Common Shares at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open.


 






    5


     


    

 


3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant,
and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8%
or such other amount as the holder may specify (the “Maximum Percentage”) of the Common Shares outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially
owned by such person and its affiliates shall include the number of Common Shares issuable upon exercise of the Warrant with respect
to which the determination of such sentence is being made, but shall exclude Common Shares that would be issuable upon (x) exercise of
the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Common Shares, the holder may rely on the
number of outstanding Common Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report
on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. For
any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm
orally and in writing to such holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of outstanding Common Shares was reported. By written notice to the Company, the holder of a Warrant
may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such
notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is
delivered to the Company.


 


4. Adjustments.


 


4.1 Share
Dividends.


 


4.1.1 Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Common Shares is increased
by a share dividend payable in Common Shares, or by a sub-division of Common Shares or other similar event, then, on the effective date
of such share dividend, sub-division or similar event, the number of Common Shares issuable on exercise of each Warrant shall be increased
in proportion to such increase in the outstanding Common Shares. A rights offering to holders of the Common Shares entitling holders
to purchase Common Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend
of a number of Common Shares equal to the product of (i) the number of Common Shares actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Shares) multiplied
by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Fair Market Value.
For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common
Shares, in determining the price payable for Common Shares, there shall be taken into account any consideration received for such rights,
as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted
average price of the Common Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date
on which the Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights.


 






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4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Common Shares on account of such Common Shares (or other shares of the Company
into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as
defined below), or (c) to satisfy the redemption rights of the holders of the Common Shares in connection the Business Combination (any
such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall
be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market
value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary
Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or
cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions
paid on the Common Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to
appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash
distributions that resulted in an adjustment to the Warrant Price or to the number of Common Shares issuable on exercise of each Warrant)
does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Common
Shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Common Shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event,
the number of Common Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Common
Shares.


 


4.3 Adjustments
in Exercise Price. Whenever the number of Common Shares purchasable upon the exercise of the Warrants is adjusted, as provided in
subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Common Shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Common
Shares so purchasable immediately thereafter. If, in connection with the closing of the Business Combination, the Company issues additional
Common Shares or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company,
including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities
of the Company, at an issue price or effective issue price of less than $9.20 per Ordinary Share, with such issue price or effective
issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without
taking into account any Common Shares of the Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest cent)
to be equal to 115% of the Newly Issued Price.


 






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4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Common Shares (other
than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such
Common Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
outstanding Common Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the Common Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Common Shares were entitled to exercise a right of election as to the kind
or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted
average of the kind and amount received per share by the holders of the Common Shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common
Shares under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any
group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together
with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any
members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under
the Exchange Act (or any successor rule)) more than 50% of the outstanding Common Shares, the holder of a Warrant shall be entitled to
receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have
been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer,
accepted such offer and all of the Common Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders
of the Common Shares in the applicable event is payable in the form of Common Shares in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public
disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the
Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value
(as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the
consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets
(“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken
into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Common Shares as reported during
the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility
shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the
day of the announcement of the applicable event and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate
for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration
paid to holders of the Common Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other
cases, the volume weighted average price of the Common Shares as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Common
Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2,
4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the
par value per share issuable upon exercise of the Warrant.


 






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4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Common Shares issuable upon exercise of a Warrant,
the Company shall give reasonably prompt written notice thereof to the Warrant Agent, which notice shall state any new or amended exercise
terms, including the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Common Shares
purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. The Warrant Agent shall have no obligation under any section of this Agreement to determine whether
an event requiring such adjustment has occurred, nor to calculate any of the adjustments set forth herein or to investigate or confirm
the Company’s determination of the number of Common Shares to be issued on such exercise. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to
each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6 No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
Common Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such
exercise, round down to the nearest whole number of Common Shares to be issued to such holder.


 


4.7 Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of Common Shares as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this
Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants or investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 






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5. Transfer
and Exchange of Warrants.


 


5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant
shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant
Agent to the Company from time to time upon request.


 


5.2 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel
such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3 Transfers
of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants
which would require the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign by manual, electronic or facsimile signature
and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed
on behalf of the Company for such purpose.


 


5.6 [Reserved].


 


6. Redemption.


 


6.1 Redemption
of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the
option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sales price of the Common Shares reported has been at least $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period
ending on the third trading day prior to the date on which notice of the redemption is given and provided that there is an effective
registration statement covering the Common Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the
exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 






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6.2 Redemption
of Warrants for Common Shares. Subject to Sections 6.5 and 6.6 hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration,
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below,
at a price equal to a number of Common Shares determined by reference to the table below, based on the redemption date (calculated for
purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in
Section 3.3.1(b) (the “Alternative Redemption Price”), provided that the last sales price of the Common
Shares reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior
to the date on which notice of the redemption is given and provided that there is an effective registration statement covering
the Common Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day
Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the exercise of warrants on a “cashless
basis” pursuant to subsection 3.3.1.


 


	Redemption Date	 	Fair Market Value of Class A Common Shares	 
	(period to expiration of warrants)	 	<$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	>$18.00	 
	57 months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.365	 
	54 months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.365	 
	51 months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.365	 
	48 months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.365	 
	45 months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.365	 
	42 months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.364	 
	39 months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.364	 
	36 months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.364	 
	33 months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.364	 
	30 months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.364	 
	27 months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.364	 
	24 months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.364	 
	21 months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.364	 
	18 months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.363	 
	15 months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.363	 
	12 months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.363	 
	9 months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.362	 
	6 months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.362	 
	3 months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361	 
	0 months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361	 



 


If
the exact Fair Market Value and Redemption Date (as defined below) are between two values in the table above or the Redemption Date is
between two redemption dates in the table above, the number of Common Shares to be issued for each Warrant redeemed will be determined
by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and
later redemption dates, as applicable, based on a 365-day year.


 


The
share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable
upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted share prices in the column headings shall equal the
share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable
upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon
exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time
as the number of shares issuable upon exercise of a Warrant.


 






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6.3 Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1,
the Company shall fix a date for the redemption (the “Redemption Date”). In the event that the Company elects
to redeem all of the Warrants pursuant to Section 6.2, the Company shall fix a date for redemption (the “Alternative
Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than
thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of
the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.4 Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection
3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3
hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise
their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information
necessary to calculate the number of Common Shares to be received upon exercise of the Warrants, including the “Fair Market Value”
(as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price or the Alternative Redemption
Price, as applicable.


 


6.5 Effect
on Private Placement Warrants.


 


6.5.1 The
Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants if at the
time of the redemption such Private Placement Warrants continue to be held by TortoiseEcofin Borrower or its Permitted Transferees. However,
once such Private Placement Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may
redeem the Private Placement Warrants, provided that the criteria for redemption are met, including the opportunity of the holder
of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4. Private
Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement
Warrants, and shall become Public Warrants under this Agreement.


 


6.5.2 The
Company agrees that the redemption rights provided in Section 6.2 shall apply to the Private Placement Warrants pari passu with
the Public Warrants.


 


6.6 Warrants
held by the Company’s Officers or Directors. The Company agrees that if Warrants are held by any of the Company’s officers
or directors, the Warrants held by such officers and directors will be subject to the redemption rights provided in Section 6.1
(for Public Warrants only) and Section 6.2 to the extent provided for herein, except that such officers and directors shall receive
only “Fair Market Value” (“Fair Market Value” in this Section 6.6 shall mean the last sale price of the
Public Warrants on the Alternative Redemption Date) for such Warrants so redeemed.


 


7. Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1 No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as shareholders in respect of the general meetings of the Company or the appointment of directors of the Company
or any other matter.


 


7.2 Lost,
Stolen, Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent
may on upon receipt by the Warrant Agent of an open penalty surety bond satisfactory to it and holding it and the Company harmless, and
on such terms as they may otherwise in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), absent notice to the Warrant Agent that such certificates have been acquired by a bona fide purchaser, issue a new Warrant
of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. The Warrant Agent may, at its option, issue
replacement Warrants for mutilated certificates upon presentation thereof without such indemnity. Any such new Warrant shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be
at any time enforceable by anyone.


 






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7.3 Reservation
of Common Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Common Shares
that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration
of Common Shares; Cashless Exercise at Company’s Option.


 


7.4.1 Registration
of the Common Shares The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration
Statement (and any replacement registration statement filed in respect thereof), and the current prospectus relating thereto, until the
expiration or redemption of the Warrants in accordance with the provisions of this Agreement. During any period when the Company shall
fail to have maintained an effective registration statement covering the issuance of the Common Shares issuable upon exercise of the
Warrants, holders of the Warrants shall have the right to exercise such Warrants on a “cashless basis,” by exchanging the
Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) or another exemption) for that number of
Common Shares equal to the quotient obtained by dividing (x) the product of the number of Common Shares underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value.
Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of
the Common Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise
is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless
exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company
(which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis
in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Common Shares
issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as
such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required
to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of
the Warrants have been exercised, the Company shall continue to be obligated to comply with its registration obligations under the first
three sentences of this subsection 7.4.1.


 


7.4.2 Cashless
Exercise at Company’s Option. If the Common Shares are at the time of any exercise of a Warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any
successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such
Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute)
as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or
maintain in effect a registration statement for the registration, under the Securities Act, of the Common Shares issuable upon exercise
of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register
or qualify the Common Shares issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising
Public Warrant holder to the extent an exemption is not available.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1 Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Common Shares upon the exercise of the Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such Common Shares.


 






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8.2 Resignation,
Consolidation or Merger of Warrant Agent.


 


8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with
such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any
successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws
of the State of New York, in good standing and having its principal office in the United States of America, and authorized under such
laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties and obligations.


 


8.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the Transfer Agent for the Common Shares not later than the effective date of any such appointment.


 


8.2.3 Merger
or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or
any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party or the acquiror of all or substantially
all of the assets of the Warrant Agent shall be the successor Warrant Agent under this Agreement without any further act.


 


8.3 Fees
and Expenses of Warrant Agent.


 


8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder in accordance with
a fee schedule to be mutually agreed upon and shall, pursuant to its obligations under this Agreement, the Company agrees to reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder,
including the reasonable compensation and expenses of the Warrant Agent’s agents and legal counsel as agreed.


 


8.3.2 Further
Assurances. The Company agrees to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4 Liability
of Warrant Agent.


 


8.4.1 Reliance
on Company Statement. From time to time, Company may provide the Warrant Agent with instructions concerning the services performed
by the Warrant Agent hereunder. In addition, whenever in the performance of its duties under this Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board
of the Company and delivered to the Warrant Agent. The Warrant Agent may also consult with legal counsel for the Warrant Agent or the
Company with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this Agreement.
The Warrant Agent and its agents shall not be liable and shall be indemnified by Company for any action taken or omitted by the Warrant
Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel in the absence of bad faith (which bad
faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). The Warrant
Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company.


 






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8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence,
willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction). The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
out-of-pocket costs and reasonable outside legal counsel fees, for anything done or omitted by the Warrant Agent or to which it may become
subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant
to this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence,
willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction).


 


8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any Common Shares to be issued pursuant to this Agreement or any
Warrant or as to whether any Common Shares shall, when issued, be valid and fully paid and non-assessable.


 


8.4.4.
 Limitation of Liability. Notwithstanding anything contained herein to the contrary,
the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection
with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or
otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but
not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from the Warrant
Agent is being sought.


 


8.4.5. Consequential
Damages. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, special or incidental
damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising out
of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.


 


8.4.6. Survival.
The Company’s obligations pursuant to this Section 8.4 shall survive the termination of this Agreement or removal of the Warrant
Agent.


 


8.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Common Shares through
the exercise of the Warrants.


 


8.6 Bank
Accounts. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the
performance of Services (the “Funds”) shall be held by Computershare as agent for the Company and deposited
in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms
of this Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital
exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long
Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have
no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with
this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare
may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated
to pay such interest, dividends or earnings to the Company, any holder or any other party.


 






    15


     


    

 


8.7.
Delivery of Exercise Price. The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th Business
Day of the following month by wire transfer to an account designated by the Company.


 


8.9
 Waiver. The Warrant Agent has no right of set-off or any other right, title, interest
or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain
Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder)
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the
Trust Account.


 


8.10.
Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any delays
or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts,
shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures
or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.


 


8.11
Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business
of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant
to the negotiation or the carrying out of this Agreement including the fees for services set forth in the attached schedule shall remain
confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation,
pursuant to (i) subpoenas from state or federal government authorities (e.g., in divorce and criminal actions) or (ii) securities law
disclosure rule or disclosure rules of the Commission or any stock exchange.


 


9. Miscellaneous
Provisions.


 


9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.


 


9.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service when sent, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent),
as follows:


 


Volta
Inc.


155
De Haro Street


San
Francisco, CA 94103


Attention:
Chief Financial Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service when sent, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Computershare
Trust Company, N.A.,


Computershare
Inc.


150
Royall Street


Canton,
MA 02021


Attention:
Client Services


Facsimile:
(718) 575-4210


 






    16


     


    

 


9.3 Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and irrevocably submits to such jurisdiction. The Company hereby waives any objection to such jurisdiction
and that such courts represent an inconvenient forum.


 


9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or entity
other than the parties hereto and the Registered Holders of the Warrants any right, remedy or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of
the Registered Holders of the Warrants.


 


9.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent
in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, shall require the
vote or written consent of the Registered Holders of 50% of the then outstanding Public Warrants. Notwithstanding the foregoing, the
Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the Registered Holders. No supplement or amendment to this Agreement shall be effective unless duly executed by
the Warrant Agent and the Company. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall
deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment is in
compliance with the terms of this Section 9.8.


 


9.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable; further, provided, however, that if such excluded
provision shall materially and adversely affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the
Warrant Agent shall be entitled to resign immediately upon written notice to the Company.


 


Exhibit
A — Form of Warrant Certificate


Exhibit
B Legend — Private Placement Warrants


 


 


[Signature
Page Follows]


 






    17


     


    

 


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


 





	 	VOLTA
  INC.
	 	 	 
	 	By:	/s/
  Scott Mercer
	 	


Name:

	Scott Mercer
	 	Title:	Chief Executive
  Officer
	 	 	 
	 	 	 
	 	COMPUTERSHARE
                                            INC., and COMPUTERSHARE

                  TRUST
                  COMPANY, N.A., as Warrant Agent

                  On
                  Behalf of Both Entities

	 	 	 
	 	By:	/s/
  Collin Ekeogu
	 	Name:	Collin
  Ekeogu
	 	Title:	Manager,
  Corporate Actions



 






    18


     


    

 


Exhibit A


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 





 



 





THIS
WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


VOLTA
INC.


Incorporated
Under the Laws of the State of Delaware


 


CUSIP
[          ]


 


Warrant
Certificate


 


This
Warrant Certificate certifies that              , or registered assigns, is the
registered holder of              warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common
Shares”), of Volta Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder,
upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully
paid and non-assessable Common Shares as set forth below, at the exercise price (the “Exercise Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money of the United States of America (or through “cashless exercise”
as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office
or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each
Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional Common Shares shall not be issued upon
exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Common Share,
the Company shall, upon exercise, round down to the nearest whole number of Common Shares to be issued to the warrantholder. The number
of Common Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement.


 


The
initial Exercise Price is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent
not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions,
as set forth in the Warrant Agreement.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 






    A-1


     


    

 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.


 





	 	VOLTA
  INC.
	 	 	 
	 	By:	
	 	




	Name:	 
	 		Title:	 
	 	 	 
	 	 	 
	 	COMPUTERSHARE
                                            INC., and COMPUTERSHARE

                                                                TRUST
                                            COMPANY, N.A., as Warrant Agent

                                                                On
                                            Behalf of Both Entities

	 	 	 
	 	By:	
	 		Name:	 
	 		Title:	 


 






    A-2


     


    

 


[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
Common Shares and are issued or to be issued pursuant to an Amended and Restated Warrant Agreement dated as of August 26, 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Computershare Inc., a Delaware corporation, and its wholly-owned
subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent,
the Company and the holders (the words “holders” or “holder” meaning the Registered
Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon
written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to
them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the
event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the Common Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the Common Shares is current, except through “cashless exercise” as provided for in
the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of Common Shares issuable upon exercise of the Warrants
set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would
be entitled to receive a fractional interest in a Common Share, the Company shall, upon exercise, round down to the nearest whole number
of Common Shares to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 






    A-3


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive            Common Shares and herewith tenders payment for such Common Shares to the order of Volta Inc. (the “Company”)
in the amount of $            in accordance with the terms hereof. The undersigned requests
that a certificate for such Common Shares be registered in the name of           ,
whose address is            and that such Common Shares be delivered to            whose address is            . If said number of Common Shares is less than all of the
Common Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such
Common Shares be registered in the name of            , whose address is             and that such Warrant Certificate be delivered to             , whose address is            .


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the
Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Common Shares that this
Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In
the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant
to subsection 3.3.1(c) of the Warrant Agreement, the number of Common Shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant
Agreement, the number of Common Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4
of the Warrant Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of Common Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following:


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions
of the Warrant Agreement, to receive              Common Shares. If said number of Common Shares is less than all of the Common Shares purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such Common Shares be registered in the name of               , whose address
is              and that such Warrant Certificate be delivered to               ,
whose address is               .


 


 


[Signature
Page Follows]


 






    A-4


     


    

 


Date:                    ,
20





 





	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)
	 	 
	Signature Guaranteed:	 



 





	 	 






 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO THE U.S. SECURITIES AND EXCHANGE COMMISSION
RULE 17Ad-15 (OR ANY SUCCESSOR RULE)) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 






    A-5


     


    

 



Exhibit B



LEGEND


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG TORTOISE ACQUISITION CORP. II (THE “COMPANY”), TORTOISE SPONSOR
II LLC, TORTOISEECOFIN BORROWER LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION
(AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE
WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED
TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


No.
              Warrants


 






    B-1