Exhibit 10.1


 


SPONSOR LETTER AGREEMENT


 


This SPONSOR LETTER AGREEMENT
(this “Agreement”), dated as of November 30, 2021, is made by and among Nokomis
ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Broadscale
Acquisition Corp., a Delaware corporation (the “Company” or “Acquiror”),
and Voltus, Inc., a Delaware corporation (“Voltus”).
The Sponsor, the Company and Voltus are sometimes referred to herein individually as a “Party”
and collectively as the “Parties”.


 


WHEREAS, the Sponsor holds
8,625,000 shares of Acquiror Class B Common Stock and 6,266,667 Acquiror Private Placement Warrants (the “Forfeited Warrants”);


 


WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the Company, Voltus Merger Sub Inc., a Delaware corporation and a direct wholly-owned
subsidiary of the Company (“Merger Sub”), and Voltus, have entered into an Agreement and Plan of Merger (as amended
or modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which, among other
transactions, Merger Sub is to merge with and into Voltus, with Voltus continuing on as the surviving entity and a wholly-owned subsidiary
of the Company (the “Surviving Corporation”), on the terms and conditions set forth therein (the “Business
Combination”); and


 


WHEREAS, in connection with
the Business Combination, all of the 8,625,000 shares of Acquiror Class B Common Stock held by the Sponsor will be converted into 8,625,000
shares of Acquiror Class A Common Stock (such shares, the “Sponsor Shares” and such conversion, the “Sponsor
Share Conversion”).


 


NOW, THEREFORE, in consideration
of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 


1. Definitions.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. In
addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated when used in this Agreement
with initial capital letters:


 


“Sponsor Shares”
has the meaning set forth in the Recitals hereto. For the avoidance of doubt, Sponsor Shares shall not include any shares purchased pursuant
to the Subscription Agreements.


 


“Subscription Agreements”
means the Subscription Agreements, dated as of November 30, 2021, by and between the Company and Broadscale PIPE Investors.


 


“Transfer”
means the (i) sale of, offer to sell, contract or agreement to sell, hypothecation or pledge of, grant of any option to purchase or otherwise
disposition of or agreement to dispose of, in each case, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position with respect to, any security, (ii) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any
such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) public announcement of any intention to
effect any transaction specified in clause (i) or (ii).


 




     


    


    

 


2. Vesting.
Subject to the Closing, 16.666% of the Sponsor Shares as of the Sponsor Share Conversion (a total of 1,437,442 Sponsor Shares) shall be
subject to the vesting provisions set forth in this Section 2. The Sponsor agrees that it shall not Transfer any unvested Sponsor
Shares prior to the date such Sponsor Shares become vested pursuant to this Section 2. Each holder of Sponsor Shares shall retain
all of its rights as a stockholder of the Company with respect to any unvested Sponsor Shares, including the right to dividends on and
the right to vote any unvested Sponsor Shares.


 


(a) If,
at any time during the seven (7) years following the Closing Date (the “Measurement Period”), the VWAP of Acquiror
Common Stock is greater than or equal to $12.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days
(the date when the foregoing is first satisfied, the “First Earnout Achievement Date”), then 479,147 of the unvested
Sponsor Shares owned by the Sponsor as of the Sponsor Share Conversion shall vest on the First Earnout Achievement Date.


 


(b) If,
at any time during the Measurement Period, the VWAP of Acquiror Common Stock is greater than or equal to $15.00 for any twenty (20) Trading
Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “Second Earnout
Achievement Date”), then 479,147 of the unvested Sponsor Shares owned by the Sponsor as of the Sponsor Share Conversion shall
vest on the Second Earnout Achievement Date.


 


(c) If,
at any time during the Measurement Period, the VWAP of Acquiror Common Stock is greater than or equal to $17.50 for any twenty (20) Trading
Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “Third Earnout
Achievement Date”, and together with the First Earnout Achievement Date and the Second Earnout Achievement Date, the “Earnout
Achievement Dates”), then 479,148 of the unvested Sponsor Shares owned by the Sponsor as of the Sponsor Share Conversion shall
vest on the Third Earnout Achievement Date.


 


(d) In
the event that there is a Change of Control during the Measurement Period, to the extent they have not already occurred, the First Earnout
Achievement Date, the Second Earnout Achievement Date and the Third Earnout Achievement Date shall be deemed to occur on the day prior
to the closing of such Change of Control, and (i) 100% of the unvested Sponsor Shares owned by the Sponsor shall vest on the date prior
to the closing of such Change of Control (to the extent such Sponsor Shares have not previously vested), (ii) thereafter, the obligations
in this Section 2 shall terminate and no longer apply and (iii) the Sponsor shall receive the same per share consideration (whether
stock, cash or other property) in respect of all the Sponsor Shares as the other holders of Acquiror Common Stock participating in such
Change of Control.


 


(e) The
Acquiror Common Stock price targets set forth in Section 2(a), Section 2(b) and Section 2(c) shall be equitably adjusted
for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges
of shares or other like changes or transactions with respect to the Acquiror Common Stock occurring on or after the Closing (other than
the transactions contemplated by the Merger Agreement).


 




    2


    


    

 


(f) If
the First Earnout Achievement Date, Second Earnout Achievement Date, Third Earnout Achievement Date or Change of Control has not occurred
prior to the end of the Measurement Period, the Sponsor Shares subject to vesting upon such respective Earnout Achievement Date or Change
of Control shall be forfeited by the Sponsor.


 


3.
Sponsor Warrant Forfeiture. As of immediately prior to the Effective Time, but conditioned
upon the Closing:


 


(a)
Sponsor shall automatically irrevocably surrender and forfeit to Acquiror for no consideration, as a contribution to capital,
the Forfeited Warrants (the “Sponsor Warrant Forfeiture”); 


 


(b) the
Forfeited Warrants shall be automatically and immediately cancelled by Acquiror (and shall direct Acquiror’s transfer agent (or
such other intermediaries as appropriate) to take any and all such actions incident thereto); and


 


(c) the
Acquiror and Sponsor shall take such actions as are necessary to cause the Forfeited Warrants to be retired and canceled, after which
such Forfeited Warrants shall no longer be issued, outstanding, convertible, or exercisable.


 


4. Tax
Treatment.


 


(a) Sponsor
Share Conversion. The Parties intend that the Sponsor Share Conversion will be treated as a tax-free recapitalization under Section
368(a)(1)(E) of the Internal Revenue Code of 1986, as amended.


 


(b) Sponsor Warrant Forfeiture.
The Parties intend that the Sponsor Warrant Forfeiture will be treated as a contribution to the capital of the Acquiror by Sponsor for
U.S. federal income and corresponding state and local tax purposes.


 


5. Sponsor
Support Agreement; Covenants.


 


(a) Binding
Effect of Merger Agreement. Sponsor hereby acknowledges that it has read the Merger Agreement and this Agreement and has had the opportunity
to consult with its tax and legal advisors. Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror)
and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if Sponsor were
an original signatory to the Merger Agreement with respect to such provisions.


 




    3


    


    

 


(b) No
Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and
time as the Merger Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of (a) and (b), the “Expiration
Time”) and (c) the liquidation of Acquiror, Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the
filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect
to any Acquiror Common Shares or Acquiror Warrants owned by Sponsor, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any shares of Acquiror Common Shares or Acquiror Warrants owned
by Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).


 


(c) New
Shares. In the event that (a) any Acquiror Common Shares, Acquiror Warrants or other equity securities of Acquiror are issued to Sponsor
after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange
of Acquiror Common Shares or Acquiror Warrants of, on or affecting the Acquiror Common Shares or Acquiror Warrants owned by Sponsor or
otherwise, (b) Sponsor purchases or otherwise acquires beneficial ownership of any Acquiror Common Shares, Acquiror Warrants or other
equity securities of Acquiror after the date of this Agreement, or (c) Sponsor acquires the right to vote or share in the voting of any
Acquiror Common Shares or other equity securities of Acquiror after the date of this Agreement (such Acquiror Common Shares, Acquiror
Warrants or other equity securities of Acquiror, collectively the “New Securities”), then such New Securities acquired
or purchased by Sponsor shall be subject to the terms of this Agreement to the same extent as if they constituted the Acquiror Common
Shares or Acquiror Warrants owned by Sponsor as of the date hereof.


 


(d) Closing
Date Deliverables. On the Closing Date, Sponsor shall deliver to Acquiror and the Company a duly executed copy of that certain Amended
and Restated Registration Rights Agreement, by and among Acquiror, Sponsor, certain former stockholders of the Company and the Investor
Stockholders (as defined therein), in substantially the form attached as Exhibit C to the Merger Agreement.


 


(e) Certain
Agreements of Sponsor.


 


(i) At
any meeting of the shareholders of Acquiror, however called, or at any adjournment thereof, or in any other circumstance in which the
vote, consent or other approval of the shareholders of Acquiror is sought, Sponsor shall (i) appear at each such meeting or otherwise
cause all of its Acquiror Common Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause
to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its
Acquiror Common Shares:


 


(1) in
favor of each Transaction Proposal;


 


(2) against
any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the Transaction
Proposals);


 




    4


    


    

 


(3) against
any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror;


 


(4) against
any change in the business, management or Board of Directors of Acquiror (other than in connection with the Transaction Proposals); and


 


(5) against
any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement
or any Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of
Acquiror or the Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article IX of the Merger
Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any
class of capital stock of, Acquiror.


 


Sponsor hereby agrees that
it shall not commit or agree to take any action inconsistent with the foregoing. The obligations of the Sponsor specified in this Section
5 shall apply whether or not the Merger or any action described above is recommended by the board of directors of Voltus.


 


(ii) Sponsor
shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated
as of February 11, 2021, by and among the Sponsor, Acquiror and the other parties thereto (the “Voting Letter Agreement”),
including the obligations of Sponsor pursuant to Section 1 therein to not redeem any Acquiror Common Shares owned by Sponsor in connection
with the transactions contemplated by the Merger Agreement.


 


(iii) During
the period commencing on the date hereof and ending on the earlier of the consummation of the Closing and the termination of the Merger
Agreement pursuant to Article X thereof, Sponsor shall not modify or amend any Contract between or among Sponsor, anyone related
by blood, marriage or adoption to Sponsor or any Affiliate of Sponsor (other than Acquiror or any of its Subsidiaries), on the one hand,
and Acquiror or any of Acquiror’s Subsidiaries, on the other hand, including, for the avoidance of doubt, the Voting Letter Agreement.


 


(f) Further
Assurances. Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under
applicable Laws to consummate the Mergers and the other transactions contemplated by the Merger Agreement on the terms and subject to
the conditions set forth therein and herein.


 


(g) No
Inconsistent Agreement. Sponsor hereby represents and covenants that Sponsor has not entered into, and shall not enter into, any agreement
that would restrict, limit or interfere with the performance of Sponsor’s obligations hereunder.


 




    5


    


    

 


(h) Waiver
of Anti-Dilution Provision. Sponsor hereby (but subject to the consummation of the Merger) waives (for itself, for its successors,
heirs and assigns), to the fullest extent permitted by law and the Amended and Restated Certificate of Incorporation of Acquiror, filed
on February 12, 2021 (as may be amended from time to time, the “Charter”), the provisions of Section 4.3(b) of the Charter
to have the Acquiror Class B Common Stock convert to Acquiror Class A Common Stock at a ratio of greater than one-for-one or any other
adjustments or anti-dilution protections that arise in connection with the issuance of Acquiror Common Shares. The waiver specified in
this Section 5(h) shall be applicable only in connection with the transactions contemplated by the Merger Agreement and this Agreement
(and any shares of Acquiror Class A Common Stock or equity-linked securities issued in connection with the transactions contemplated by
the Merger Agreement and this Agreement) and shall be void and of no force and effect if the Merger Agreement shall be terminated for
any reason.


 


6. Representations
and Warranties of the Sponsor. Sponsor represents and warrants as of the date hereof to Acquiror
and the Company as follows:


 


a. Organization;
Due Authorization. Sponsor is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it
is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby are within Sponsor’s corporate, limited liability company or organizational powers and have
been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of Sponsor. This Agreement
has been duly executed and delivered by Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement,
this Agreement constitutes a legally valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with the terms
hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles
of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative
or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of Sponsor.


 


b. Ownership.
Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of Sponsor’s Acquiror
Common Shares and Acquiror Warrants, and there exist no Liens or any other limitation or restriction (including any restriction on the
right to vote, sell or otherwise dispose of such Acquiror Common Shares or Acquiror Warrants (other than transfer restrictions under the
Securities Act)) affecting any such Acquiror Common Shares or Acquiror Warrants, other than Liens pursuant to (i) this Agreement, (ii)
the Acquiror Governing Documents, (iii) the Merger Agreement, (iv) the Voting Letter Agreement or (v) any applicable securities Laws.
Sponsor’s Acquiror Common Shares and Acquiror Warrants are the only equity securities in Acquiror owned of record or beneficially
by Sponsor on the date of this Agreement, and none of Sponsor’s Acquiror Common Shares or Acquiror Warrants are subject to any proxy,
voting trust or other agreement or arrangement with respect to the voting of such Acquiror Common Shares or Acquiror Warrants, except
as provided hereunder and under the Voting Letter Agreement. Other than the Acquiror Warrants, Sponsor does not hold or own any rights
to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged
for, equity securities of Acquiror.


 




    6


    


    

 


c. No
Conflicts. The execution and delivery of this Agreement by Sponsor does not, and the performance by Sponsor of its obligations hereunder
will not, (i) conflict with or result in a violation of the organizational documents of Sponsor or (ii) require any consent or approval
that has not been given or other action that has not been taken by any Person (including under any Contract binding upon Sponsor or Sponsor’s
Acquiror Common Shares or Acquiror Warrants), in each case, to the extent such consent, approval or other action would prevent, enjoin
or materially delay the performance by Sponsor of its obligations under this Agreement.


 


d. Litigation.
There are no Actions pending against Sponsor, or to the knowledge of Sponsor threatened against Sponsor, before (or, in the case of threatened
Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin
or materially delay the performance by Sponsor of its obligations under this Agreement.


 


e. Brokerage
Fees. Except as described on Section 5.13 of the Acquiror Disclosure Letter, no broker, finder, investment banker or other Person
is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger
Agreement based upon arrangements made by Sponsor, for which Acquiror or any of its Affiliates may become liable.


 


f. Affiliate
Arrangements. Except as set forth on Schedule II attached hereto, neither Sponsor nor any anyone related by blood, marriage
or adoption to Sponsor or, to the knowledge of Sponsor, any Person in which Sponsor has a direct or indirect legal, contractual or beneficial
ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.


 


g. Acknowledgment.
Sponsor understands and acknowledges that each of Acquiror and the Company is entering into the Merger Agreement in reliance upon Sponsor’s
execution and delivery of this Agreement.


 


7. Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the termination
of the Merger Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence,
none of the Parties shall have any further obligations or liabilities under, or with respect to, this Agreement.


 






    7


    


    

 


8. Notice.
All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered
in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when
delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office
notification), addressed as follows:


 


(a) If
to the Sponsor prior to the Closing, or to any holder of Sponsor Shares after the Effective Time, to:


 


	Nokomis ESG Sponsor, LLC
	1845 Walnut Street
	Suite 1111
	Philadelphia, Pennsylvania 19103
	Attention: 	Jeffrey F. Brotman
	Email:	jbrotman@hepcollc.com



 


with copies to (which shall not constitute notice):


 


	Skadden, Arps, Slate, Meagher & Flom LLP
	One Manhattan West
	New York, New York 10001
	Attention: 	Howard L. Ellin
	 	C. Michael Chitwood
	Email:	howard.ellin@skadden.com
	 	michael.chitwood@skadden.com



 


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


 


	Broadscale Acquisition Corp.
	1845 Walnut Street
	Suite 1111
	Philadelphia, Pennsylvania 19103
	Attention: 	Jeffrey F. Brotman
	Email:	jbrotman@hepcollc.com



 


with copies to (which shall not constitute notice):


 


	Skadden, Arps, Slate, Meagher & Flom LLP
	One Manhattan West
	New York, New York 10001
	Attention: 	Howard L. Ellin
	 	C. Michael Chitwood
	Email:	howard.ellin@skadden.com
	 	michael.chitwood@skadden.com



 


(i) If
to Voltus prior to the Closing, or to the Surviving Corporation after the Effective Time, to:


 


	Voltus, Inc.
	2443 Fillmore Street, #308-3427
	San Francisco, California 94115
	Attention: 	Gregg Dixon
	 	Laurie Harrison
	Email:	greggdixon@voltus.co
	 	lharrison@voltus.co



 



    8


    


    

 


with copies to (which shall not constitute notice):


 


	Latham & Watkins LLP
	811 Main Street
	Suite 3700
	Houston, Texas 77002
	Attention: 	Ryan Maierson
	 	Spencer Ricks
	 	Andrew Moosmann
	Email:	Ryan.Maierson@lw.com
	 	Spencer.Ricks@lw.com
	 	Andrew.Moosmann@lw.com



 


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


 


9. Assignment.


 


(a) Neither
this Agreement nor any of the rights, duties, interests or obligations of the Company or the Surviving Corporation hereunder shall be
assigned or delegated by the Company or the Surviving Corporation in whole or in part.


 


(b) This
Agreement and the provisions hereof shall inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns
and successors in interest of holders of Sponsor Shares, including with respect to any of such Person’s vested Sponsor Shares that
are transferred to any Permitted Transferee(s) in accordance with the terms of this Agreement.


 


10. No
Third-Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted
assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns,
any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed
or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.


 


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


 


12. Headings;
Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.


 


13. Entire
Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the Parties in
respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among Parties to the
extent they relate in any way to the subject matter hereof.


 




    9


    


    

 


14. Amendments.
This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner
as this Agreement and which makes reference to this Agreement.


 


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


 


16. Jurisdiction;
Waiver of Jury Trial.


 


(a) Any
proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in
the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court
of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware,
and each of the Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives
any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims
in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding
or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained
shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise
proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding
brought pursuant to this Section 16.


 


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


 


17. Enforcement.
The Parties agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction
or injunctions to prevent any breach, or threatened breach, of this Agreement and to specific enforcement of the terms and provisions
of this Agreement, in addition to any other remedy to which any Party is entitled at law or in equity. In the event that any Action shall
be brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party hereby waives the defense, that
there is an adequate remedy at law, and each Party agrees to waive any requirement for the securing or posting of any bond in connection
therewith.


 


18. Construction.
Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using
the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,”
“hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the term “Section”
refers to the specified Section of this Agreement; (v) the word “including” shall mean “including, without limitation”;
(vi) the word “or” shall be disjunctive but not exclusive; (vii) references to statutes shall include all regulations
promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions
consolidating, amending or replacing the statute or regulation; and (viii) whenever this Agreement refers to a number of days, such number
shall refer to calendar days unless Trading Days are specified.


 


[Signature Pages Follow]


 




    10


    


    

 


IN WITNESS WHEREOF, each of the Parties
has caused this Agreement to be duly executed as of the day and year first above written.


 


	 	NOKOMIS ESG SPONSOR, LLC
	 	 	 
	 	By:	/s/ John Hanna
	 	 	Name:  	John Hanna
	 	 	Title:	Chief Financial Officer
	 	 	 
	 	BROADSCALE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Jeffrey F. Brotman
	 	 	Name:	Jeffrey F. Brotman
	 	 	Title:	Chief Legal Officer and Secretary
	 	 	 
	 	VOLTUS, INC.
	 	 	 
	 	By:	/s/ Greg Dixon
	 	 	Name:	Greg Dixon
	 	 	Title:	Chief Executive Officer



 


[Signature Page to Sponsor
Letter Agreement]