Volta Inc. (Form: 8-K, Received: 09/01/2021 17:20:05)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2021 (August 26, 2021)

VOLTA INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39508		99-1550630
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

155 De Haro Street
San Francisco, CA 94103

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 583-3805

Tortoise Acquisition Corp. II

6363 College Boulevard

Overland Park, KS 66211

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value of $0.0001 per share	VLTA	New York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	VLTA WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

Due to the large number of events reported under the specified items of Form 8-K, this Current Report on Form 8-K is being filed in two parts. An amendment to this Form 8-K is being submitted for filing on the same date to include additional matters under Items 5.03 and 5.05 of Form 8-K.

The Domestication and Business Combination

On August 26, 2021 (the “Closing Date”), Volta Inc., a Delaware corporation (f/k/a Tortoise Acquisition Corp. II) (the “Company” or “Volta”), consummated the previously announced transaction (the “Business Combination”) pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated February 7, 2021 (the “Business Combination Agreement”), by and among the Company, SNPR Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“First Merger Sub”), Volta Charging Industries LLC (f/k/a SNPR Merger Sub II, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Volta Industries, Inc., a Delaware corporation (“Legacy Volta”).

On August 26, 2021, as contemplated by the Business Combination Agreement and described in the section titled “The Domestication Proposal” beginning on page 184 of the final prospectus and definitive proxy statement, dated August 2, 2021 (the “Proxy Statement/Prospectus”) and filed with the Securities and Exchange Commission (the “Commission”) on August 2, 2021, the Company filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the Company was domesticated and continues as a Delaware corporation (the “Domestication”).

On August 26, 2021, as a result of the Business Combination and the other transactions contemplated by the Business Combination Agreement, following the consummation of the Domestication (a) First Merger Sub merged with and into Legacy Volta, with Legacy Volta surviving the merger as a wholly owned subsidiary of the Company (the “First Merger”) and (b) after the effectiveness of the First Merger, Legacy Volta merged with and into Second Merger Sub with and into Legacy Volta, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

Following the closing of the Business Combination, the Company will own, directly or indirectly, all of the issued and outstanding equity interests in the Second Merger Sub and its subsidiaries, and the stockholders of Legacy Volta as of immediately prior to the effective time of the First Merger (the “Volta Stockholders”) hold a portion of our Class A common stock, par value $0.001 per share (the “Class A Common Stock”) and our Class B common stock, par value $0.001 per share (the “Class B Common Stock”), as applicable. The Class A Common Stock and Class B Common Stock shall collectively be referred to herein as the “Common Stock.”

The aggregate merger consideration paid in connection with the Business Combination is (i) 143,694,315 shares of Class A Common Stock (including Class A Ordinary Shares, Class B Ordinary Shares, Legacy Volta Class B Common Stock and Legacy Volta Preferred Stock that was converted into shares of Class A Common Stock in connection with the Domestication and Business Combination, and shares issuable upon exercise or vesting of the Warrants, Restricted Stock and Class A Options (each as defined below) but excluding the shares of Class A Common Stock issued in the PIPE Financing (as defined below)), (ii) 10,023,107 shares of Volta Class B Common Stock (including Legacy Volta Class A Common Stock that will convert into shares of Class B Common Stock and shares issuable upon the exercise or vesting of Restricted Stock and Class B Options) issued in connection with the Business Combination, (iii) 8,625,000 Public Warrants (as defined below) and (iv) 10,500,000 shares of Class B Common Stock reserved for issuance upon the settlement of certain restricted stock units to be issued pursuant to the Founder Plan (as defined below) and that may be issued after such date pursuant to the terms of the Business Combination as further described in the Proxy Statement/Prospectus.

Holders of shares of (a) each Legacy Volta’s Class B Common Stock, par value $0.001 per share (the “Legacy Volta Class B Common Stock”), including each share of Legacy Volta’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock (collectively, the “Legacy Volta Preferred Stock”) was converted into shares of Class B Common Stock at the Closing, but excluding shares of Legacy Volta’s outstanding unvested restricted Legacy Volta Class B Common Stock (collectively, the “Legacy Volta Restricted Stock”), was cancelled and automatically converted into the right to receive the number of shares of Class A Common Stock, equal to the applicable exchange ratio (determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement/Prospectus); (b) each Legacy Volta’s Class A Common Stock, par value $0.001 per share (“Legacy Volta Class A Common Stock” and together with Legacy Volta Class B Common Stock, “Legacy Volta Common Stock”), issued and outstanding immediately prior to the Closing (excluding shares of Legacy Volta Restricted Stock) was cancelled and automatically converted into the right to receive the number of shares of Class B Common Stock equal to the applicable exchange ratio (determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement/Prospectus); (c) each warrant to purchase shares of Legacy Volta Preferred Stock or Legacy Volta Common Stock (the “Legacy Volta Warrants”) issued and outstanding immediately prior to the Closing was automatically converted into a warrant to acquire a number of shares of Class A Common Stock based on the applicable exchange ratio and at a specified price (each determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement/Prospectus); (d) each award of Legacy Volta Restricted Stock that was outstanding immediately prior to the Closing was converted into an award (the “Legacy Volta Restricted Stock”) with respect to a number of restricted shares of Class A Common Stock or Class B Common Stock, as applicable, based on the applicable exchange ratio (determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement/Prospectus); and (e) each option to purchase shares of Legacy Volta Class A Common Stock or Legacy Volta Class B Common Stock (the “Legacy Volta Options”), whether or not exercisable and whether or not vested, that were outstanding immediately prior to the Closing was automatically converted into an option to purchase a number of shares of Class A Common Stock (each a “Class A Option”) or Class B Common Stock (each a “Class B Option”), as applicable (each such option, an “Option”), based on the applicable exchange ratio (determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement/Prospectus).

In connection with the consummation of the Business Combination (the “Closing”), the registrant changed its name from Tortoise Acquisition Corp. II to Volta Inc.

The foregoing description of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which are attached hereto as Exhibit 2.1 and is incorporated herein by reference.

PIPE Financing

As previously disclosed, in connection with the execution of the Business Combination Agreement, the Company entered into subscription agreements, each dated February 7, 2021 (the “Subscription Agreements”), with certain accredited investors pursuant to which the investors agreed to purchase 30,000,000 shares of Class A Common Stock in a private placement for an aggregate purchase price of $300,000,000 (the “PIPE Financing”). The PIPE Financing was consummated concurrently with the Closing.

Item 2.01 of this Current Report on Form 8-K discusses the Closing and various other transactions contemplated by the Business Combination Agreement, and is incorporated herein by reference.

Unless the context otherwise requires, references in this Current Report on Form 8-K to “we,” “us,” “our” and the “Company” refer to Volta and its subsidiaries.

Item 1.01 Entry Into A Material Definitive Agreement.

Amended and Restated Registration Rights Agreement

In connection with the Closing, that certain Registration Rights Agreement, dated September 10, 2020, among the Company and certain persons and entities holding securities of the Company (the “IPO Registration Rights Agreement”), was amended and restated and the Company, certain persons and entities holding securities of the Company prior to the Closing (the “Initial Holders”) and certain persons and entities receiving Class A Common Stock or instruments exercisable for Class A Common Stock in connection with the Business Combination (the “New Holders” and, together with the Initial Holders, the “Registration Rights Holders”) entered into an amended and restated registration rights agreement substantially in the form attached to the Business Combination Agreement as Exhibit A (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, Volta agreed that, within 30 calendar days after the consummation of the Business Combination, Volta will file with the Commission (at Volta’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”), and the Company will use its commercially reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, certain of the Registration Rights Holders can demand up to three underwritten offerings, and all of the Registration Rights Holders are entitled to customary piggyback registration rights. The A&R Registration Rights Agreement does not provide for the payment of any cash penalties by the Company if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement.

The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.11 and is incorporated herein by reference.

Amended and Restated Warrant Agreement

On the Closing Date, in connection with the consummation of the Business Combination, the Company entered into an Amended and Restated Warrant Agreement (the “Amended and Restated Warrant Agreement”) with Computershare Trust Company, N.A. and Computershare Inc. (together, “Computershare”), pursuant to which the Company substituted Computershare as the warrant agent (the “Warrant Agent”) thereunder. In addition, certain provisions were added or amended that the parties deemed necessary or desirable and that did not adversely affect the rights of the registered holders under the agreement. For the convenience of the reader, the description of certain of Volta’s redeemable warrants (the “Public Warrants”) and the 5,933,333 warrants to purchase Class A ordinary shares of the Company that were issued in a private placement concurrently with the Company’s initial public offering (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) has been updated to reflect the provisions of the Amended and Restated Warrant Agreement.

Volta Public Warrants

Each Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on September 15, 2021, provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Amended and Restated Warrant Agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the Amended and Restated Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrant holder. The Warrants will expire August 26, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable and the Company will not be obligated to issue a share of Class A Common Stock upon exercise of a Warrant unless the share of Class A Common Stock 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 will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant.

The Company has agreed that it will use its commercially reasonable efforts to maintain the effectiveness of the registration statement on Form S-4, File No. 333-256173 (and any replacement registration statement filed in respect thereof), and a current prospectus relating to those shares of Class A Common Stock until the Warrants expire or are redeemed, as specified in the Amended and Restated Warrant Agreement. During any period when the Company will have failed to maintain an effective registration statement covering the issuance of the Class A Common Stock issuable up exercise of the Warrants, holders of the Warrants will have the right to exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A Common Stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the Warrant Agent.

Redemption of Warrants for Cash

Once the Warrants become exercisable and prior to their expiration, the Company may redeem the outstanding Warrants at any time (except as described herein with respect to the Private Warrants):

in whole and not in part;

at $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption; and

the closing price of the Class A Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders is less than $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, reclassifications, recapitalizations and the like).

Redemption of Warrants for Class A Common Stock

The Company may also redeem the outstanding Warrants at a time commencing ninety days after the Warrants become exercisable and prior to their expiration:

in whole and not in part;

at a price equal to a number of Class A Common Stock determined by reference to the table below, upon a minimum of 30 days’ prior written notice of redemption; and

the closing price of the Class A Common Stock has been at least $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (as adjusted for share subdivisions, share dividends, reorganizations, reclassifications, recapitalizations and the like).

The numbers in the table below represent the number of shares of Class A Common Stock that a Warrant holder will receive in connection with a redemption by the Company pursuant to this redemption feature, based on the “fair market value” of the Class A Common Stock on the corresponding redemption date, determined based on volume weighted average price of the shares of Class A Common Stock as reported during the 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 Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the Warrants, each as set forth in the table below.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares of Class A Common Stock issuable upon exercise of a Warrant is adjusted as set forth below in the first three paragraphs discussing anti-dilution adjustments. The adjusted share prices in the column headings will 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 below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.

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

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A Common Stock to be issued for each Warrant exercised 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. For example, if the volume weighted average price of the shares of Class A Common Stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the Warrants is $11.00 per share, and at such time there are 57 months until the expiration of the Warrants, holders may choose to, in connection with this redemption feature, exercise their Warrants for 0.277 shares of Class A Common Stock for each whole Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of the shares of Class A Common Stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the Warrants, holders may choose to, in connection with this redemption feature, exercise their Warrants for 0.298 shares of Class A Common Stock for each whole Warrant. Finally, as reflected in the table above, if the Warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by the Company pursuant to this redemption feature, since they will not be exercisable for any shares of Class A Common Stock.

This redemption feature differs from the typical Warrant redemption features used in some other blank check offerings, which only provide for a redemption of Warrants for cash (other than the Private Warrants) when the trading price for the shares of Class A Common Stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding Warrants to be redeemed when the shares of Class A Common Stock are trading at or above $10.00 per public share, which may be at a time when the trading price of the shares of Class A Common Stock is below the exercise price of the Warrants. The Company has established this redemption feature to provide the Company with the flexibility to redeem the Warrants without the Warrants having to reach the $18.00 per share threshold set forth above. Holders choosing to exercise their Warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares of Class A Common Stock for their Warrants based on an option pricing model with a fixed volatility input. This redemption right provides the Company with an additional mechanism by which to redeem all of the outstanding Warrants, and therefore have certainty as to the Company’s capital structure as the Warrants would no longer be outstanding and would have been exercised or redeemed. The Company will be required to pay the applicable redemption price to Warrant holders if the Company chooses to exercise this redemption right and it will allow the Company to quickly proceed with a redemption of the Warrants if the Company determines it is in its best interest to do so. As such, the Company would redeem the Warrants in this manner when it believes it is in its best interest to update its capital structure to remove the Warrants and pay the redemption price to the Warrant holders.

As stated above, the Company can redeem the Warrants when the shares of Class A Common Stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to the Company’s capital structure and cash position while providing Warrant holders with the opportunity to exercise their Warrants on a cashless basis for the applicable number of shares. If the Company chooses to redeem the Warrants when the shares of Class A Common Stock are trading at a price below the exercise price of the Warrants, this could result in the Warrant holders receiving fewer shares of Class A Common Stock than they would have received if they had chosen to wait to exercise their Warrants for shares of Class A Common Stock if and when such shares were trading at a price higher than the exercise price of $11.50.

No fractional shares of Class A Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder. If, at the time of redemption, the Warrants are exercisable for a security other than the shares of Class A Common Stock pursuant to the Amended and Restated Warrant Agreement, the Warrants may be exercised for such security. At such time as the Warrants become exercisable for a security other than the shares of Class A Common Stock, Volta (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the Warrants.

Redemption procedures

A holder of a Warrant may notify the Company in writing in the event such holder elects to be subject to a requirement that such holder will 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 a holder may specify) of the shares of Class A Common Stock issued and outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments

If the number of outstanding shares of Class A Common Stock is increased by a share dividend payable in shares of Class A Common Stock, or by a sub-division of common stock or other similar event, then, on the effective date of such share dividend, sub-division or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering to holders of common stock entitling holders to purchase shares of Class A Common Stock at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock 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 shares of Class A Common Stock) and (ii) one minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A Common Stock, in determining the price payable for shares of Class A Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of shares of Class A Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if the Company, at any time while the Warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of shares of Class A Common Stock on account of such shares (or other securities into which the Warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of Class A Common Stock issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, or (c) to satisfy the redemption rights of the holders of shares of Class A Common Stock in connection with the Business Combination, then the Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A Common Stock in respect of such event.

If the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse share split or reclassification of share of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant will be decreased in proportion to such decrease in outstanding shares of Class A Common Stock.

Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants is adjusted, as described above, the Warrant exercise price will be adjusted by multiplying the Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of Class A Common Stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of Class A Common Stock (other than those described above or that solely affects the par value of such shares of Class A Common Stock), 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 Company’s outstanding shares of Class A Common Stock), 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 will 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 shares of Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A Common Stock 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 their Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of shares of Class A Common Stock in such a transaction is payable in the form of shares of Class A Common Stock 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 of the Warrant properly exercises the Warrant within thirty days following public disclosure of such transaction, the Warrant exercise price will be reduced as specified in the Amended and Restated Warrant Agreement based on the Black-Scholes value (as defined in the Amended and Restated Warrant Agreement) of the Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the Warrants when an extraordinary transaction occurs during the exercise period of the Warrants pursuant to which the holders of the Warrants otherwise do not receive the full potential value of the Warrants. The purpose of such exercise price reduction is to provide additional value to holders of the Warrants when an extraordinary transaction occurs during the exercise period of the Warrants pursuant to which the holders of the Warrants otherwise do not receive the full potential value of the Warrants.

The Warrants have been issued in registered form under the Amended and Restated Warrant Agreement. The Amended and Restated Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder for the purpose of curing any ambiguity or curing, correcting or supplementing any defective provision, including to conform to the provisions of the Amended and Restated Warrant Agreement and to the description of the terms of the Warrants set forth in the registration statement on Form S-4, File No. 333-256173, or adding or changing any provisions with respect to matters or questions arising under the Amended and Restated Warrant Agreement as the parties to the Amended and Restated Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Warrants, provided that the approval by the holders of at least 50% of the then-outstanding Public Warrants is required to make any change that adversely affects the interests of the registered holders.

The Warrant holders do not have the rights or privileges of holders of shares of Class A Common Stock and any voting rights until they exercise their Warrants and receive shares of Class A Common Stock. After the issuance of Class A Common Stock upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to the Warrant holder.

The Company has agreed that, subject to applicable law, any action, proceeding or claim against the Company arising out of or relating in any way to the Amended and Restated Warrant Agreement will 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 the Company irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision does not apply to claims under the Securities Act or Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Volta Private Placement Warrants

Except as described below, the Private Warrants have terms and provisions that are identical to those of the Public Warrants. So long as they are held by TortoiseEcofin Borrower LLC (“TortoiseEcofin Borrower”) or the Company’s officers and directors and other persons or entities affiliated with TortoiseEcofin Borrower (the “Permitted Transferees”), the Private Warrants (including the shares of Class A Common Stock issuable upon exercise of the Private Warrants) may be exercised for cash or on a cashless basis, will not be transferable, assignable or salable until September 25, 2021, except pursuant to limited exceptions to the Permitted Transferees and they will not be redeemable by the Company for cash (except as otherwise set forth herein). If the Private Warrants are held by holders other than TortoiseEcofin Borrower or the Permitted Transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

Except as described above regarding redemption procedures and cashless exercise in respect of the Public Warrants, if holders of the Private Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its Warrants for that number of shares of Class A Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “historical fair market value” (defined below) over the exercise price of the Warrants by (y) the historical fair market value and (B) 0.361. The “historical fair market value” will mean the average reported closing price of the shares of Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of Warrant exercise is sent to the Warrant Agent.

The foregoing description of the Amended and Restated Warrant Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated Warrant Agreement, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Lock-Up Arrangements

On February 7, 2021, the founders of Legacy Volta entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which they agreed, subject to certain customary exceptions, not to effect any (a) direct or indirect sale, assignment, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, pledge, hypothecation, disposition, loan or other transfer, with respect to any shares of Class A Common Stock or Class B Common Stock held by them immediately after the Closing, including any shares of Class A Common Stock or Class B Common Stock issuable upon the exercise of all outstanding options to purchase shares of Volta Class A Common Stock or Volta Class B Common Stock under the Legacy Volta Option Plan (as defined below) (“Options”) or warrants to purchase Volta Common Stock outstanding immediately prior to the Closing (“Warrants”) to purchase shares of Class A Common Stock or Class B Common Stock held by them immediately following the Closing or (b) publicly announce any intention to effect any transaction specified in clause (a), in each case, until the date that is the earlier of (i) one year after the Closing Date and (ii) the earlier to occur of, subsequent to the Closing Date, (x) the first date on which the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as equitably adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing and (y) the date on which there is consummated a subsequent liquidation, merger, share exchange or other similar transaction which results in all of Volta’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.

Further, the bylaws of the Company (the “Bylaws”) adopted in connection with the Business Combination include transfer restrictions on the Company’s securities issued to the Company’s stockholders in connection with the First Merger, including the Company’s securities issuable upon the settlement or exercise of any outstanding unvested restricted shares of Common Stock issued pursuant to the Option Plan, including any shares of Volta Common Stock issued pursuant to early-exercised Options to purchase shares of Common Stock (“Restricted Stock”) or Options that were automatically converted from equity awards of the Company outstanding immediately prior to the Closing, for a period of six months after the Closing.

The foregoing description of the Lock-Up Agreement and the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.3 and the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2, each of which documents is incorporated herein by reference.

Indemnification Agreements

The Company’s amended and restated Certificate of Incorporation (the “Certificate of Incorporation”), which became effective upon the completion of the Business Combination, contains provisions limiting the liability of directors, and the Bylaws (together with the Certificate of Incorporation, the “Organizational Documents”), which became effective upon the completion of the Business Combination, provide that the Company will indemnify each of its directors to the fullest extent permitted under Delaware law. The Organizational Documents also provide Volta’s Board of Directors (the “Board”) with discretion to indemnify officers and employees when determined appropriate by the Board.

Volta has entered into new indemnification agreements with all of its directors and executive officers and certain other key employees. The indemnification agreements provide that Volta will indemnify each of its directors, executive officers and other key employees against any and all expenses incurred by such director, executive officer or other key employee because of his or her status as one of Volta’s directors, executive officers or other key employees, to the fullest extent permitted by Delaware law and the Organizational Documents. In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, Volta will advance all expenses incurred by its directors, executive officers, and other key employees in connection with a legal proceeding involving his or her status as a director, executive officer or key employee. For more information regarding these indemnification agreements, see the section entitled “Description of Securities” in the Proxy Statement/Prospectus.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.1, the full text of the Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2, each of which documents is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01. The material terms and conditions of the Business Combination Agreement are described in the Proxy Statement/Prospectus in the section titled “Proposal No. 1—The Business Combination Proposal,” which is incorporated herein by reference.

The Business Combination Agreement and the Business Combination was approved by the Company’s shareholders at an extraordinary general meeting of the Company’s shareholders held on August 25, 2021 (the “Special Meeting”). On August 26, 2021, the parties to the Business Combination Agreement consummated the Business Combination.

At the Special Meeting, holders of 24,222,287 shares of the Class A Common Stock sold in its initial public offering (“public shares”) exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate of approximately $242,236,609 million. The per share redemption price of $10.00 for public shareholders electing redemption was paid out of the Company’s trust account, which after taking into account the redemption, had a balance immediately prior to the Closing of approximately $57,763,391 million.

Immediately after giving effect to the Business Combination (including as a result of the redemptions described above, the conversion of all 7,187,500 outstanding Founder Shares into shares of Class A Common Stock on a one-for-one basis and the issuance of an additional 30,000,000 shares of Class A Common Stock in the PIPE Financing as described in Item 3.02 below), there were 161,714,389 shares of Common Stock, including 151,827,204 shares of Class A Common Stock and 9,887,185 shares of Class B Common Stock, issued and outstanding and warrants to purchase 24,833,867 shares of Class A Common Stock of the Company issued and outstanding. Upon the Closing, the Class A Common Stock and Public Warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “VLTA” and “VLTA WS,” respectively, and the Company’s public units automatically separated into their component securities and, as a result, no longer trade as a separate security and were delisted from the NYSE.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing the information below that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the Company after the Company’s acquisition of Legacy Volta in connection with the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

This Current Report on Form 8-K, or some of the information incorporated herein by reference, contains statements that are forward-looking and as such are not historical facts. These forward-looking statements include, without limitation, statements regarding the benefits of the Business Combination, future financial performance, business strategies, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on the Company’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report on Form 8-K, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report on Form 8-K and in any document incorporated by reference in this Current Report on Form 8-K may include, for example, statements about:

	●	the Company’s ability to obtain or maintain the listing of Class A Common Stock on the NYSE following the Business Combination;

	●	the Company’s ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Volta to grow and manage growth profitably following the Business Combination;

	●	the Company’s success in retaining or recruiting, or changes in, its officers, key employees or directors following the Business Combination;

	●	changes in applicable laws or regulations;

	●	the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of Volta;

	●	the risk that Volta may fail to effectively build scalable and robust processes to manage the growth of its business and to expand its geographic footprint;

	●	intense competition faced by Volta in the electric vehicle (“EV”) charging market and in its content activities;

	●	the possibility that Volta is not able to build on and develop strong relationships with real estate and retail partners to build out its charging network and content partners to expand its content sales activities;

	●	market conditions, including seasonality, that may impact the demand for EVs and EV charging stations or content on Volta’s digital displays;

	●	any potential loss of, or defects in products or components supplied by, Volta’s suppliers and manufacturers, some of which are single source suppliers and may also be early stage companies;

	●	risks, cost overruns and delays associated with construction and installation of Volta’s charging stations;

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risks associated with any future expansion by Volta into additional international markets;

	●	new or changing government regulation, for example a reduction in incentives from governments or utilities, may adversely impact Volta’s current business activities or reduce demand for EVs;

	●	cost increases, delays or new or increased taxation or other restrictions on the availability or cost of electricity;

	●	rapid technological change in the EV industry may require Volta to continue to develop new products and product innovations, which it may not be able to do successfully or without significant cost;

	●	any undetected defects, errors or bugs in Volta’s charging stations or mobile application platform;

	●	the risk that Volta’s shift to including a pay-for-use charging business model and the requirement of mobile check-ins adversely impacts Volta’s ability to retain driver interest, content partners and site hosts;

	●	the EV market may not continue to grow as expected;

	●	the impact of competing technologies that could reduce the demand for EVs;

	●	data security breaches or other network outages;

	●	the possibility that Volta may be adversely affected by other economic, business or competitive factors; and

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other factors detailed under the section titled “Risk Factors” of the Proxy Statement/Prospectus and incorporated herein by reference.

The forward-looking statements contained in this Current Report on Form 8-K and in any document incorporated by reference are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties, some of which are beyond the Company’s control, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the Proxy Statement/Prospectus in the section titled “Risk Factors,” which is incorporated herein by reference. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing the Company’s views as of any subsequent date, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Business

The business of the Company is described in the Proxy Statement/Prospectus in the section entitled “Information About Volta” beginning on page 248 of the Proxy Statement/Prospectus, and that information is incorporated herein by reference.

Properties

Volta’s primary office is located at 155 De Haro St, San Francisco, California 94103, where Volta occupies facilities totaling approximately 8,480 rentable square feet under a lease that, as currently amended, expires in August 2025. Volta uses these facilities for office space and warehouse purposes. Volta believes its existing facilities are adequate for its current requirements.

The foregoing description of the lease agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of agreement, a copy of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business and operations and the Business Combination are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 41 of the Proxy Statement/Prospectus, and are incorporated herein by reference.

Financial Information

Unaudited Consolidated Financial Statements

The unaudited consolidated financial statements as of and for the six months ended June 30, 2021 of Legacy Volta set forth in Exhibit 99.1 hereto have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the Commission. The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of Legacy Volta’s financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year.

These unaudited consolidated financial statements should be read in conjunction with the historical audited consolidated financial statements of Legacy Volta as of and for the years ended December 31, 2019 and 2020, and the related notes included in the Proxy Statement/Prospectus, the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volta,” beginning on page 225 of the Proxy Statement/Prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volta” included herein and incorporated by reference.

Unaudited Pro Forma Condensed Consolidated Combined Financial Information

The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2021 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition and results of operation of Legacy Volta prior to the Business Combination is included in the Proxy Statement/Prospectus in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volta” beginning on page 225 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operation of the Company as of and for the six months ended June 30, 2021 is set forth below.

The following discussion and analysis provides information which Volta’s management believes is relevant to an assessment and understanding of its consolidated results of operations and financial condition. You should read the following discussion and analysis of Volta’s financial condition and results of operations together with the section entitled “Summary of the Proxy Statement/Prospectus - Selected Historical Financial Data of Volta” and Volta’s unaudited consolidated financial statements and the related notes thereto for the six months ended June 30, 2021 and June 30, 2020 and audited consolidated financial statements and the related notes thereto for the years ended December 31, 2020 and December 31, 2019 included elsewhere in this Current Report on Form 8-K or in the Proxy Statement/Prospectus incorporated herein by reference. This discussion and analysis should also be read together with the unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2020 and the six month period ended June 30, 2021 and the accompanying notes thereto included elsewhere in this Current Report on Form 8-K. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Certain of the information contained in this discussion and analysis or set forth elsewhere in this Current Report on Form 8-K, including information with respect to plans and strategy for Volta’s business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” Volta’s actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference. We assume no obligation to update any of these forward-looking statements. Please also see the section entitled “Forward-Looking Statements.”

Percentage amounts included in this Current Report on Form 8-K have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Current Report on Form 8-K may vary from those obtained by performing the same calculations using the figures in the audited and unaudited consolidated financial statements included elsewhere in this Current Report on Form 8-K. Certain other amounts that appear in this Current Report on Form 8-K may not sum due to rounding.

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volta (“Volta MD&A”) is a supplement to Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month period ended June 30, 2021 included elsewhere in this Current Report on Form 8-K or in the Proxy Statement/Prospectus incorporated herein by reference and provides additional information on its business, recent developments, financial condition, liquidity and capital resources, cash flows and results of operations. The Volta MD&A is organized as follows:

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Business Overview: This section provides a general description of Volta’s business, a discussion of Volta management’s general outlook regarding market demand, Volta’s competitive position and product innovation, as well as recent developments Volta management believes are important in understanding Volta’s results of operations and financial condition or in understanding anticipated future trends.

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Basis of Presentation: This section provides a discussion of the basis on which Volta’s audited consolidated financial statements were prepared.

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Results of Operations: This section provides an analysis of Volta’s results of operations for the three-month periods and six-month periods ended June 30, 2021 and June 30, 2020, and the years ended December 31, 2020 and December 31, 2019.

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Liquidity and Capital Resources: This section provides a discussion of Volta’s financial condition and an analysis of its cash flows for the six-month periods ended June 30, 2021 and June 30, 2020, and the years ended December 31, 2020 and December 31, 2019. This section also provides a discussion of Volta’s contractual obligations, and other purchase commitments that existed at June 30, 2021, as well as a discussion of its ability to fund its future commitments and ongoing operating activities through internal and external sources of capital.

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Critical Accounting Policies and Estimates: This section identifies and summarizes those accounting policies that significantly impact Volta’s reported results of operations and financial condition, and require significant judgment or estimates on the part of Volta management in their application.

Business Overview

Volta’s mission is to build the fueling infrastructure of the future. Volta’s vision is to create an EV charging network that capitalizes on and catalyzes the shift from combustion-powered miles to electric miles by placing stations in public locations that match the behavior and commerce of visitors to its host sites. By leveraging a data-driven understanding of driver behavior to deliver EV charging solutions that fit seamlessly into drivers’ daily routines, Volta’s goal is to benefit the entire ecosystem of drivers, brands and its commercial partners. As part of Volta’s unique EV charging offering, its charging stations allow it to enhance its site hosts’ and strategic partners’ core commercial interests, creating a new means for them to benefit from the transformative shift to electric mobility.

Volta’s business entails partnering with real estate and retail partners with national and regional multi-site portfolios of commercial and retail properties, as well as municipalities and local business owners, to locate and deploy its EV charging stations in premier locations. The site hosts Volta partners which span a wide array of industries and locations, including retail centers, grocery stores, pharmacies, movie theaters, parking lots, healthcare/medical facilities, municipalities, sport and entertainment venues, parks and recreation areas, restaurants, schools and universities, certain transit and fueling locations and office buildings and other locations. Volta generally signs long-term contracts to locate its charging stations at site host properties and grows its footprint over time as its station utilization justifies further capital investment in its EV charging infrastructure. Volta also sells charging stations to certain business partners, while continuing to perform related installation, operation and maintenance services. For both Volta-owned and partner-owned charging stations, Volta sells media display time on the charging stations’ digital displays to its media and advertising partners. In addition, while Volta currently provides sponsored charging services to drivers that use its charging stations, Volta intends to introduce a pay-for-use charging model in the future. As of June 30, 2021, Volta had installed over 1,900 chargers across 26 territories and states that have generated over 200,000 charging sessions per month, forming one of the most utilized charging networks in the United States.

Volta’s unique business model aims to maximize deployment of capital to deliver compelling value per unit and dollars per mile of capital invested. Volta’s current business model is capable of generating revenue from multiple sources, including: Behavior and Commerce, Network Development, Charging Network Operations and Network Intelligence.

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Behavior and Commerce revenue is derived from the sale of advertising to Volta partners that purchase media display time on its content-driven charging stations to conduct their media and advertising campaigns to generate commerce or influence targeted driver behavior.

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Network Development revenue is generated by providing installation, operating and maintenance services, and the sale of Volta’s charging products to select site hosts. Network Development revenue is also generated from contracts with utility companies for the sale of installed electrical infrastructure. Volta’s Network Development customers consist of select site hosts that purchase Volta charging stations and receive associated installation and maintenance services and utility companies with whom Volta contracts to perform electrical infrastructure development activities. Currently, there is immaterial overlap between Volta’s Behavior and Commerce and Network Development customers.

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Charging Network Operations revenue is generated by tracking the delivery of electricity through the use of Volta’s charging stations, generating LCFS credits which Volta sells to third parties under the regulatory framework currently in effect. To the extent Volta implements pay-for-use charging features in the future, Volta anticipates that its “Charging Network Operations” revenue will also include fees received for its paid charging services and that its Charging Network Operations customers will include drivers that utilize Volta’s paid charging services.

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Network Intelligence revenue consists of license or service fees from the sale of Volta’s proprietary software tools related to its EV charging network analysis. Volta offers access to the PredictEV^TMtool, a machine-learning built software tool that Volta uses for network planning, to utility companies, channel partners and other third parties as a SaaS offering to help them assess the impact that EV adoption and the shift to electric mobility will have on electricity demand in their service areas.

Executive Overview

Volta seeks to capitalize on the transformational EV market megatrends, while simultaneously leveraging a differentiated business model that provides a competitive advantage. Combining an understanding of the electric charging revolution to develop and deploy its charging stations, a sustained awareness of behavioral trends to better provide value for its media and advertising partners and advanced proprietary data software to facilitate its charging network planning and expansion efforts, Volta benefits from the multiple revenue streams described above to diversify and enhance its financial performance.

Volta intends to continue to leverage its competitive strengths to scale its network of EV charging offerings and drive stakeholder value through the acceleration of new and enhanced product offerings, investing in sales and marketing efforts, targeting expansion in existing and new markets, including strategic acquisition opportunities, and by developing loyalty programs, similar to rewards programs, that complement our site hosts’ and retail partners’ programs and promote sustainability and detailed utilization metrics. Additionally, Volta expects to capitalize on its PredictEV^TM network planning tool to drive revenue growth in network intelligence.

In addition to offering our proprietary network planning tool, PredictEV^TM, to various partners, Volta expects to maximize the use of PredictEV^TM as a data-driven approach to expand its EV charging network, as well as to continue building loyalty programs for its site hosts and partners. The development and operation of a comprehensive, highly reliable charging network enables Volta to focus on the commerce-driven elements of the shift to electric mobility.

Total revenue for the three month period ended June 30, 2021 was $6.9 million, whereas total revenue for the three month period ended June 30, 2020 was $2.4 million, representing an increase of 192%. Volta generated total revenues of $11.7 million for the six month period ended June 30, 2021, representing an increase of 86%, as compared with the $6.3 million generated for the six month period ended June 30, 2020. Volta generated total revenues of $19.5 million for the year ended December 31, 2020, representing an increase of 27%, as compared with the $15.3 million generated for the year ended December 31, 2019.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $(16.4) million for the three month period ended June 30, 2021, whereas EBITDA for the three month period ended June 30, 2020 was $(8.5) million. EBITDA was $(77.8) million for the six month period ended June 30, 2021, whereas EBITDA for the six month period ended June 30, 2020 was $(19.1) million. EBITDA was $(47.5) million for the year ended December 31, 2020, whereas EBITDA was $(32.0) million for the year ended December 31, 2019. The changes in EBITDA were primarily driven by Network Development expansion and its related costs.

Information regarding use of EBITDA, a non-GAAP measure, and a reconciliation of EBITDA to net income, the most comparable GAAP measure, is included below in the subsection entitled “Non-GAAP Financial Measures.”

Volta’s financial results for the three-months ended and six-months ended June 30, 2021 and June 30, 2020 and for the years ended December 31, 2020 and December 31, 2019 take into account and give effect to Volta’s voluntary early adoption of ASC 842. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volta” and the audited financial statements of Volta for the years ended December 31, 2020 and December 31, 2019 included elsewhere in this Current Report on Form 8-K or in the Proxy Statement incorporated herein by reference for additional information.

Acquisitions

Effective April 21, 2021, Volta purchased all the intellectual property of 2Predict, Inc. (“2Predict”) from a related party Praveen Mandal, Chief Technology Officer of Volta. The total purchase consideration was $1.4 million. As a result of the acquisition, Volta will further expand their technology through 2Predict’s team of experts in advanced machine learning solutions.

Please refer to Note 4, “Acquisitions,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K or in the Proxy Statement/Prospectus incorporated herein by reference for additional information.

Key Performance Measures

Volta management reviews certain key performance measures, discussed below, to evaluate its business and results of operations, measure performance, identify trends, formulate plans and make strategic decisions. Volta management believes that the presentation of such metric is useful to Volta’s investors and counterparties because they are used to measure and benchmark the performance of companies, such as Volta and its peers.

Total Stations Installed, including Site Partners

Volta management defines “Total Stations Installed” as the total size of its installed charging network at the end of the period, including Volta-owned and network partner-owned charging stations. Volta’s management uses Total Stations Installed for internal network planning and forecasting purposes, including to evaluate the potential Behavior and Commerce revenue generating capacity of its charging network, which is generated through delivery of content by Volta’s partners across both Volta-owned and its network partner-owned charging stations. In addition, Total Stations Installed provides the basis for Volta’s assessment of its charging network operations as well. Volta believes that this performance measure provides meaningful, supplemental information regarding the Volta charging network that helps illustrate trends in its business and operating performance. Volta believes that this performance measure is helpful to its investors as it is used by management in assessing the growth of the Volta charging network.

However, this information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for the financial and other information presented in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference. In addition, other companies, including companies in Volta’s industry, may calculate similarly-titled performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of this performance measure as a tool for comparison.

The following table sets forth this key performance measure, together with total revenue, for the six months ended June 30, 2021 and June 30, 2020, and the years ended December 31, 2020 and December 31, 2019:

	Six Months Ended June 30,				Years Ended Decembers 31,
	2021		2020		2020		2019
Total revenue	$	11,682,553	$	6,280,472	$	19,450,425	$	15,265,609
Total stations installed, including site partners		1,919		1,251		1,593		1,131

For more information on the increase of total revenue, refer to the subsection entitled “Results of Operations” below.

Key Factors Affecting Operational Results

Volta’s future operating results and cash flows are dependent upon a number of opportunities, challenges and other factors, including macroeconomic conditions, human resources, customer retention, adoption of EVs and related technology, regulatory environment, competition, and installation and construction costs.

Macroeconomic Conditions

Volta derives a significant portion of its revenues from providing paid content on its EV charging stations. Current or prospective buyers’ spending priorities could be altered by a decline in the economy in general, the economic prospects of such buyers’, and/or the economy of any individual geographic market or industry. Any such changes, particularly a market in which Volta conducts a substantial portion of its business or an industry from which it derives a significant portion of its content, could adversely affect Volta’s revenues. Additionally, disruptions to buyers’ product plans or launches could affect revenue.

Volta is dependent upon the availability of electricity at its current and future charging sites. Increases in electricity costs, the need to upgrade or bring in additional power infrastructure at locations, delays, new or increased taxation, power shortages and/or other restrictions on the availability or cost of electricity could adversely affect Volta’s business, financial condition and results of operations.

Human Resources

Volta’s ability to achieve revenue growth, profitability and expand its charging network and strategic content partnerships to achieve broader market acceptance will depend on its ability to effectively expand its sales, content, marketing, technology and operational teams and capabilities. Volta’s success depends, in part, on its continuing ability to identify, hire, attract, train, develop and retain highly qualified personnel. To achieve growth, Volta needs to continue to expand its team and geographic footprint aggressively.

Customer Retention

Volta intends to introduce a pay-for-use model for charging, in excess of an initial period of free charging, as well as idle fees for EVs that remain connected to a charging station for more than a specified period of time after charging is complete. As Volta switches from a free EV charging to a pay-for-use model, it risks losing drivers who have become accustomed to its free charging and do not wish to use paid charging services.

Adoption of EVs and Related Technology

Volta’s future growth and success is aligned with the continuing rapid adoption of EVs for passenger and fleet applications and the desire of site partners to provide this amenity on their properties that allows Volta to access the vehicle and foot traffic at these sites. The success of alternative fuels, competing technologies or alternative transportation options could considerably undermine Volta’s prospects to offer this amenity.

The EV charging market is characterized by rapid technological change, which requires Volta to continue to develop new products, innovate, and maintain and expand its intellectual property portfolio. Any delays in such developments could adversely affect market adoption of its products and its financial results. Volta’s ability to grow its business and consumer base depends, in part, upon the effective operation of its mobile applications that Volta deploys on various mobile operating systems, cellular and payment networks and external charging standards that it does not control.

Volta is developing and operating in an emerging technology sector. Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which could harm Volta’s business. Unauthorized disclosure of personal or sensitive data or confidential information, whether through electronic security breaches or otherwise, could severely hurt Volta’s business.

Regulatory Environment

Volta’s business and its ability to execute operational plans could be highly impacted by the regulatory environment in which it operates on the federal, state and local levels. Regulatory factors affecting Volta’s business include: infrastructure financing or support, carbon offset programs, EV-related tax incentives and tax policy, utility and power regulation, payment regulations, data privacy and security, software reporting tools, transportation policy and construction, electrical and sign code permitting.

Restrictions on certain digital outdoor media content products, services or other content are or may be imposed by federal, state and local laws and regulations, as well as contracts with Volta’s host sites. Digital displays were introduced to the market relatively recently, and existing media signage regulations could be revised or new regulations could be enacted to impose greater restrictions on digital content or displays. In addition, Volta may be also impacted if federal, state or local governments enact rules or legislation to tax revenues derived from the sale of digital media. Any such regulatory changes could adversely affect Volta’s financial condition and results of operations.

Competition

Volta currently faces competition from a number of companies, in both the EV charging industry and in the media industry. Volta expects to face significant competition in the future as the markets for EV charging and content evolve. Increased competition in these industries could create a talent war, making it more challenging to attract and retain talent.

The EV charging business may become more competitive and Volta may face increased pressure on network utilization. Competition is expected to continue to increase as the number of EVs sold increases or as new competitors or alliances emerge that have greater market share or access to capital than Volta. If Volta’s content competitors offer media content display rates below the rates it charges, it could lose potential partners and be pressured to reduce its rates. This could have an adverse effect on Volta’s financial position. Volta’s future growth and success is dependent upon the desirability of its charging stations as content space. The success of alternative media content options employed by agencies, brands or other purchasers of content could undermine Volta’s prospects.

Relationships with Real Estate and Retail Partners

In order to build its charging network, Volta will need to continue to establish and maintain relationships with real estate partners, retail partners and site partners with national, multi-state and local portfolios of commercial and retail properties. Site hosts can span a diverse array of industries and locations, and if such hosts believe the benefits offered by Volta’s competitors exceed the benefits of partnering with Volta, Volta may lose access to high quality property owners that it needs to achieve profitability.

Seasonality

Volta’s content business has experienced and is expected to continue to experience fluctuations as it continues to scale its EV charging footprint in various markets. This is primarily due to, among other things, seasonal buying patterns and seasonal influences on media markets. Typically, media spend is highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as buyers adjust their spending following the holiday shopping season and prepare annual budgets.

Installation and Construction Cost Drivers

Volta’s business is subject to risks associated with construction, cost overruns and delays and other contingencies that may arise in the course of completing installations. The timing of obtaining permits from state and local governments to install charging stations is often out of Volta’s control, and could result in delays of operations. In addition, Volta relies on a limited number of suppliers and manufacturers for the manufacture and supply of its charging stations, some of which are also early-stage companies.

Volta’s EV chargers are typically located in publicly accessible outdoor or garage areas and may be subject to damage from a number of sources, including exposure to the elements and weather-related impacts, and wear and tear and inadvertent or accidental damage by drivers, including due to vehicle collisions or charger misuse. Volta’s charging stations may also be subject to intentional damage and abuse, including vandalism or other intentional property damage, any of which would increase wear and tear of the charging equipment and could result in such equipment being irreparably damaged or destroyed.

COVID-19 Impact

In March 2020, the World Health Organization declared COVID-19 a global pandemic. Volta management is closely monitoring the impact of the COVID-19 pandemic on all aspects of Volta’s business. Volta has taken measures in response to the ongoing COVID-19 pandemic, including closing its offices, implementing a work from home policy for its workforce and actively managing its site installations. Volta may take further actions that alter its business operations, as may be required by federal, state or local authorities or that it determines are in the best interests of its employees, contractors and stockholders. See also “Risk Factors — Risks Related to Volta’s Business — Volta faces risks related to health pandemics, which could have a material adverse effect on its business and results of operations. For example, impacts to Volta’s business as a result of the ongoing COVID-19 pandemic included slow-down of permitting and construction activities during shutdowns, shut-down of properties where Volta’s stations are located, drop off in media spend, shut-down of offices and a transition to remote work forces, impacting revenue potential and usage.”

After shelter-in-place orders were issued in March 2020, construction activities halted until June 1, 2020, resulting in a 43% forecasted reduction in capital expenditures from Volta’s original budget for the 2020 fiscal year. Volta’s supply chain was delayed due to high global demand for key components of its stations. The process of obtaining permits slowed down, as over the counter permits were scaled back due to work from home arrangements in jurisdictions where Volta was installing stations.

In addition, during the first and second quarter of the year ended December 31, 2020, Volta’s revenues declined due to COVID-19. Customer demand for paid content space on Volta charging station digital displays declined due to the decrease in foot traffic at Volta’s site hosts as drivers were subject to shelter-in-place orders around the United States. In addition, delays in construction resulting from shelter in place orders reduced the overall network station installation cadence, resulting in fewer screens being available for paid media content than Volta initially projected. As a result, Volta’s Behavior and Commerce revenue decreased by $0.6 million, or 7%, from December 31, 2019 to December 31, 2020, primarily due to postponed and canceled media campaigns as a result of the COVID-19 shelter-in-place and other measures taken in response to the COVID-19 pandemic. Impacts from COVID-19 during the six months ended June 30, 2021 were immaterial to Volta’s Behavior and Commerce activities. Also, while there were continuing delays for permits and installations due to continuing impacts from COVID-19 in the construction industry generally, given the nature of Volta’s partnerships and contractual obligations, Volta does not believe there will be a material impact to its business and operations as a result of these delays going forward.

In response to the COVID-19 pandemic, Volta’s management implemented several plans to mitigate the impact of COVID-19 on Volta’s financial performance, including operating cost containment measures, payroll reductions, reduced capital expenditures, re-prioritization construction at sites that were open and provided essential services, and raising capital through debt and equity transactions. For example, Volta implemented a plan to reduce personnel costs through a temporary hiring freeze and reduction in non-essential contractors. Volta further reduced program spend, representing a combined 38% reduction against its original budget for the 2020 fiscal year. On April 27, 2020, Volta received the PPP Loan in the amount of $3.2 million with fixed interest of 1% per annum as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) related relief. In the second half of 2020, construction projects and the permitting process for new sites resumed.

The COVID-19 pandemic, the measures taken by the federal, state or local authorities and businesses affected and the resulting economic impact may materially and adversely affect Volta’s business, results of operations, cash flows and financial positions as well as its drivers that use its charging stations. Despite such recent events, Volta management does not anticipate the COVID-19 pandemic will significantly impact future operations, as demonstrated by the launch of several new automotive media campaigns in February 2021. Volta believes that its content network remains attractive to buyers, given over 70% of its charging stations are installed in close proximity to essential businesses such as grocery stores and pharmacies. In addition, despite the adverse impacts, there are no indications that the COVID-19 pandemic has resulted in a material decline in the carrying value of any of Volta’s assets, or a material change in the estimate of any contingent amounts recorded in the consolidated balance sheet as of June 30, 2021. See Note 3, “Liquidity,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for more information on going concern. However, the estimates of the impact of the COVID-19 pandemic on Volta’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or treat its impact, including any variants that may arise, and the economic impact on local, regional, national and international markets. Volta’s management continues to monitor the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry and workforce. See also the subsection entitled “Key Factors Affecting Operational Results” for further discussion of the possible impact of COVID-19 on Volta’s business.

Basis of Presentation

Substantially all of Volta’s long-lived assets are maintained in, and its losses are attributable to, the United States. The consolidated financial statements include the accounts of Volta and its wholly owned subsidiaries. The financial statements are prepared on a going concern basis and Volta expects to have enough funding through the business combination. See Note 2, “Summary of significant accounting policies,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K or in the Proxy Statement/Prospectus incorporated herein by reference for additional information.

Components of Results of Operations

Revenue

Behavior and Commerce

Behavior and Commerce revenue is principally generated through the delivery of content across the charging network.

Network Development

Network Development revenue is generated from installation, operating and maintenance services of the charging stations to select site partners. Network Development also includes revenue related to the sale of Volta’s charging products and revenue from contracts with utility companies for the sale of installed electrical infrastructure.

Charging Network Operations

Charging Network Operations revenue is generated by utilization of Volta’s charging stations and through the sale of LCFS credits.

Network Intelligence

Network Intelligence revenue consists of license or service fee revenue from proprietary software tools derived from the charging network. Volta offers access to the PredictEV^TM tool to utility companies, channel partners and other third parties through a SaaS business model.

Cost of Services

Cost of services consist primarily of contracted labor for sales of installation and maintenance services and costs related to station rent, electricity, insurance, communication, and business property taxes related to Volta’s site leases. Volta expects cost of services to increase in future periods primarily due to increased costs associated with operating a national charging network due to increasing rent and electricity costs as site hosts seek to monetize customer parking spaces.

Cost of Products

Cost of products consist primarily of hardware related costs of Level 2 and DCFC stations which includes the station chassis, high-resolution, outdoor screen displays, the EV chargers, routers, and computers. While the interim cost of products has increased for the current generation of Volta’s award-winning charging stations, which include intuitive lighting features and a new chassis design, Volta seeks to drive cost down of the next generation of stations through scaling purchasing with its manufacturing partners.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses primarily consist of personnel-related expenses, share based compensation, professional fees for legal, accounting, other consulting services, software and licenses and information technology development services costs. Volta expects to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and NYSE listing standards, additional insurance expenses (including directors’ and officers’ insurance), investor relations activities and other administrative and professional services. Volta also expects to increase the size of its selling, general and administrative function to support the growth of its business.

Depreciation and Amortization

Depreciation and amortization primarily relate to the depreciation of Volta-owned charging stations and its tenant improvements, technology equipment and other tools. Volta anticipates these expenses will continue to increase over time as it continues to build its network.

Other Operating (Income) Expenses

Other operating expenses primarily relate to write offs of expenses related to projects discontinued prior to construction.

Interest Expense

Interest expense primarily consists of interest related to its loan interest, amortization of debt issuance costs and costs related to early termination of debt.

Other Income (Expense), net

Other income (expense), net includes expenses related to an accrual for disputed invoices and various local and state government agencies.

Income Tax Expense

Volta’s income tax provision consists of an estimate of federal and state taxes, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law and valuation allowance.

Results of Operations

Comparison of the three months ended June 30, 2021 and 2020

The results of operations presented below should be reviewed in conjunction with Volta’s unaudited consolidated financial statements for the three months ended June 30, 2021 and the notes thereto included elsewhere in this Current Report on Form 8-K. The following table sets forth Volta’s consolidated results of operations data for the three month periods ended June 30, 2021 and 2020:

	Three Months Ended June 30,						Variance
	2021			2020			$			%
REVENUES
Service revenue	$	6,825,167		$	1,763,262		$	5,061,905			287	%
Product revenue		—			373,343			(373,343	)		(100	)%
Other revenue		117,000			241,530			(124,530	)		(52	)%
Total revenues		6,942,167			2,378,135			4,564,032			192	%

COSTS AND EXPENSES
Costs of services (exclusive of depreciation and amortization shown below)		5,131,897			3,510,332			1,621,565			46	%
Costs of products (exclusive of depreciation and amortization shown below)		—			713,449			(713,449	)		(100	)%
Selling, general and administrative		17,351,379			6,956,233			10,395,146			149	%
Depreciation and amortization		2,522,853			1,551,023			971,830			63	%
Other operating (income) expenses		776,514			(337,531	)		1,114,045			(330	)%
Total costs and expenses		25,782,643			12,393,506			13,389,137			108	%
Loss from operations		(18,840,476	)		(10,015,371	)		(8,825,105	)		88	%
OTHER EXPENSES
Interest expenses, net		1,672,817			1,808,599			(135,782	)		(8	)%
Other expenses, net		48,606			52,610			(4,004	)		(8	)%
Total other expenses		1,721,423			1,861,209			(139,786	)		(8	)%
LOSS BEFORE INCOME TAXES		(20,561,899	)		(11,876,580	)		(8,685,319	)		73	%
Income tax expenses		23,830			3,506			20,324			580	%
NET LOSS	$	(20,585,729	)	$	(11,880,086	)	$	(8,705,643	)		73	%

Revenues

The following table summarizes the changes in revenue from the three months ended June 30, 2020 to June 30, 2021:

	Three Months Ended June 30,				Variance
	2021		2020		$			%
Revenues
Behavior and Commerce	$	6,484,155	$	834,931	$	5,649,224			677	%
Network Development		340,370		1,301,674		(961,304	)		(74	)%
Charging Network Operations		642		241,530		(240,888	)		(100	)%
Network Intelligence		117,000		—		117,000			—	%
Total revenues	$	6,942,167	$	2,378,135	$	4,564,032			192	%

Behavior and Commerce revenue increased by $5.6 million, or 677%, from June 30, 2020 to June 30, 2021, primarily due to large sales of media campaigns with several national brands in the three months ended June 30, 2021.

Network Development revenue decreased by $1.0 million, or 74%, from June 30, 2020 to June 30, 2021, primarily due to a decrease in installation service revenue of $0.8 million due to there being no site partner station installations in the three months ended June 30, 2021.

Charging Network Operations revenue decreased by $0.2 million, or 100%, from June 30, 2020 to June 30, 2021, due to no regulatory credit sales occurring in the three months ended June 30, 2021.

Volta earned $0.1 million in Network Intelligence revenue in the three months ended June 30, 2021, which it began generating in November 2020.

Cost of revenues

The following table summarizes cost of revenues by products and services:

	Three Months Ended June 30,				Variance
	2021		2020		$			%
Cost of services	$	5,131,897	$	3,510,332	$	1,621,565			46	%
Cost of products	$	—	$	713,449	$	(713,449	)		(100	)%

Cost of services increased by $1.6 million, or 46%, to $5.1 million for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020, primarily due to an increase of $1.2 million in station rent due to an increase in the aggregate number of active leases, an increase of $0.4 in advertising and media costs due to increased media efforts, and an increase of $0.2 in network costs due to an increased charge for station data plans in the three months ended June 30, 2021, partially offset by a $0.9 decrease in infrastructure costs.

Cost of products decreased by $0.7 million, or 100%, from three months ended June 30, 2020 to June 30, 2021, primarily due to the decrease of 34 stations sold to site partners for the three months ended June 30, 2021.

Operating Expenses

Selling, General and Administrative

Selling, general and administrative expenses increased by $10.4 million, or 149%, for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020. This was primarily driven by an increase in payroll costs for salaried employees $3.1 million, an increase in bonus and commissions expenses of $2.0 million and an increase in legal, professional, finance, tax and accounting services expenses of $3.8 million. This was also driven by an increase in non-cash stock based compensation of $1.0 million, driven by an increase in the common stock valuation. The payroll, bonus and commissions related cost related increase was mainly driven by an increase in Volta’s salaried employee headcount to 200 from 135 for the three months ended June 30, 2021 and 2020, respectively.

Depreciation and Amortization

Depreciation and amortization expenses increased by $1.0 million, or 63%, to $2.5 million for the three months ended June 30, 2021 from $1.6 million for the three months ended June 30, 2020. This was primarily due to an increase in the number of Volta owned stations in service during the three months ended June 30, 2021 as compared to the three months ended June 30, 2020.

Other Operating (Income) Expenses

Other operating (income) expenses increased by $1.1 million for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020, primarily due to greater losses on disposals of assets and disqualified projects during the three month period ended June 30, 2021 compared to the three month period ended June 30, 2020.

Loss from Operations

Loss from operations increased by $8.8 million, or 88%, from June 30, 2020 to June 30, 2021. This was primarily due to an increase in selling, general and administrative expenses of $10.4 million, an increase in other operating (income) expenses of $1.1 million, an increase in costs of services and products of $0.9 million and an increase in depreciation and amortization expenses of $1.0 million, partially offset by an increase in revenue of $4.6 million.

Interest Expense

Interest expense was relatively consistent, decreasing by $0.1 million, or 8% from the three months ended June 30, 2020 to the three months ended June 30, 2021.

Other Expense, net

Other expense, net was relatively consistent, decreasing by less than $0.1 million, or 8% from the three months ended June 30, 2020 to the three months ended June 30, 2021.

Income Tax Expense

Income tax expense was less than $0.1 million for each of the three months ended June 30, 2020 and June 30, 2021, primarily attributable to state taxes.

Net Loss

Net loss increased by $8.7 million, or 73%, from June 30, 2020 to June 30, 2021, primarily due to an increase of $13.4 million in total costs and expenses, partially offset by an increase in revenue of $4.6 million.

Comparison of the six months ended June 30, 2021 and 2020

The results of operations presented below should be reviewed in conjunction with Volta’s unaudited consolidated financial statements for the six months ended June 30, 2021 and the notes thereto included elsewhere in this Current Report on Form 8-K. The following table sets forth Volta’s consolidated results of operations data for the six months ended June 30, 2021 and 2020:

	Six Months Ended June 30,						Variance
	2021			2020			$			%
REVENUES
Service revenue	$	11,056,516		$	4,864,128		$	6,192,388			127	%
Product revenue		299,037			710,625			(411,588	)		(58	)%
Other revenue		327,000			705,719			(378,719	)		(54	)%
Total revenues		11,682,553			6,280,472			5,402,081			86	%

COSTS AND EXPENSES
Costs of services (exclusive of depreciation and amortization shown below)		9,740,451			6,997,308			2,743,143			39	%
Costs of products (exclusive of depreciation and amortization shown below)		456,946			1,212,319			(755,373	)		(62	)%
Selling, general and administrative		78,208,695			17,536,817			60,671,878			346	%
Depreciation and amortization		4,696,068			2,994,042			1,702,026			57	%
Other operating (income) expenses		923,542			(307,689	)		1,231,231			(400	)%
Total costs and expenses		94,025,702			28,432,797			65,592,905			231	%
Loss from operations		(82,343,149	)		(22,152,325	)		(60,190,824	)		272	%
OTHER EXPENSES
Interest expenses, net		3,332,601			2,875,720			456,881			16	%
Other (income) expenses, net		160,844			(23,768	)		184,612			(777	)%
Total other expenses		3,493,445			2,851,952			641,493			22	%
LOSS BEFORE INCOME TAXES		(85,836,594	)		(25,004,277	)		(60,832,317	)		243	%
Income tax expenses		23,830			3,506			20,324			580	%
NET LOSS	$	(85,860,424	)	$	(25,007,783	)	$	(60,852,641	)		243	%

Revenues

The following table summarizes the changes in revenue from six months ended June 30, 2020 to June 30, 2021:

	Six Months Ended June 30,				Variance
	2021		2020		$			%
Revenues
Behavior and Commerce	$	10,013,800	$	1,967,615	$	8,046,185			409	%
Network Development		1,341,111		3,607,138		(2,266,027	)		(63	)%
Charging Network Operations		642		705,719		(705,077	)		(100	)%
Network Intelligence		327,000		—		327,000			—	%
Total revenues	$	11,682,553	$	6,280,472	$	5,402,081			86	%

Behavior and Commerce revenue increased by $8.0 million, or 409%, from six months ended June 30, 2020 to June 30, 2021, primarily due to large sales of media campaigns with several national brands in the six months ended June 30, 2021.

Network Development revenue decreased by $2.3 million, or 63%, from six months ended June 30, 2020 to June 30, 2021, primarily due to a decrease in installation service revenue of $1.4 million caused by a decrease of 51 site partner station installations in the six months ended June 30, 2021 compared to the six months ended June 30, 2020, and a decrease in infrastructure sales of $0.9 million due to no infrastructure sales occurring the six months ended June 30, 2021.

Charging Network Operations revenue decreased by $0.7 million, or 100%, from six months ended June 30, 2020 to June 30, 2021, due to no regulatory credit sales occurring in the six months ended June 30, 2021.

Volta earned $0.3 million in Network Intelligence revenue in the six months ended June 30, 2021, which it began generating in November 2020.

Cost of revenues

The following table summarizes cost of revenues by products and services:

	Six Months Ended June 30,				Variance
	2021		2020		$			%
Cost of services	$	9,740,451	$	6,997,308	$	2,743,143			39	%
Cost of products	$	456,946	$	1,212,319	$	(755,373	)		(62	)%

Cost of services increased by $2.7 million, or 39%, to $9.7 million for the from six months ended June 30, 2021 as compared to the six months ended June 30, 2020, primarily due to an increase of $2.3 million in station rent as a result of an increase in new leases, an increase of $0.6 million in advertising and media costs due to increased media efforts, and an increase of $0.4 million in network costs due to an increased charge for station data plans in the six months ended June 30, 2021. This was partially offset by a $0.9 million decrease in infrastructure costs and a $0.6 million decrease in installation and services costs, due to a decrease in the number of completed stations in the six months ending June 30, 2021.

Cost of products decreased by $0.8 million, or 62%, from six months ended June 30, 2020 to June 30, 2021, primarily due to the decrease of 51 stations sold to site partners for the six months ended June 30, 2021.

Operating Expenses

Selling, General and Administrative

Selling, general and administrative expenses increased by $60.7 million, or 346%, for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020. This was primarily driven by an increase in non-cash stock-based compensation of $46.3 million, driven primarily by the issuance of restricted stock awards to executive employees in the six months ended June 30, 2021. This was also driven by an increase in payroll costs for salaried employees of $4.9 million, an increase in legal, professional, finance, tax and accounting services expenses of $5.2 million, and an increase in bonus and commissions costs of $2.2 million. The payroll, bonus and commissions cost increase was mainly driven by an increase in Volta’s salaried employee headcount to 200 from 135 for the six months ended June 30, 2021 and 2020, respectively.

Depreciation and Amortization

Depreciation and amortization expenses increased by $1.7 million, or 57%, to $4.7 million for the six months ended June 30, 2021 from $3.0 million for the six months ended June 30, 2020. This was primarily due to an increase of number of Volta owned stations in service in the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Other Operating (Income) Expenses

Other operating (income) expenses increased by $1.2 million, or 400%, for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020, primarily due to greater losses on disposals of assets and disqualified projects during the six month period ended June 30, 2021 compared to the six month period ended June 30, 2020.

Loss from Operations

Loss from operations increased by $60.2 million, or 272%, from six months ended June 30, 2020 to June 30, 2021. This was primarily due to an increase in selling, general and administrative costs of $60.7 million, an increase in costs of services and products of $2.0 million, an increase in depreciation and amortization expenses of $1.7 million and an increase in other operating (income) expenses of $1.2 million, partially offset by an increase in revenue of $5.4 million.

Interest Expense

Interest expense increased by $0.5 million, or 16%, from six months ended June 30, 2020 to June 30, 2021, due to Volta carrying a higher loan balance related to the EIP loan for the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Other (Income) Expense, net

Other (income) expense, net increased by $0.2 million from the six months ended June 30, 2020 to June 30, 2021, primarily due to an increase in property taxes.

Income Tax Expense

Income tax expense was less than $0.1 million for each of the six months ended June 30, 2020 to June 30, 2021, primarily attributable to state taxes.

Net Loss

Net loss increased by $60.9 million, or 243%, from six months ended June 30, 2020 to June 30, 2021, primarily due to an increase of $65.6 million in total costs and expenses and an increase of $0.5 million in interest expense, partially offset by a $5.4 million increase in revenue.

Comparison of the years ended December 31, 2020 and 2019

The results of operations presented below should be reviewed in conjunction with Volta’s audited consolidated financial statements and the notes thereto included elsewhere in the Proxy Statement/Prospectus incorporated herein by reference. The following table sets forth Volta’s consolidated results of operations data for the years ended December 31, 2020 and 2019:

	Year Ended December 31,						Variance
	2020			2019			$			%
REVENUES
Service revenue	$	15,719,852		$	13,434,486		$	2,285,366			17	%
Product revenue		2,891,854			1,492,345			1,399,509			94	%
Other revenue		838,719			338,778			499,941			148	%
Total revenues		19,450,425			15,265,609			4,184,816			27	%

COSTS AND EXPENSES
Costs of services (exclusive of depreciation and amortization shown below)		17,386,477			10,662,591			6,723,886			63	%
Costs of products (exclusive of depreciation and amortization shown below)		4,450,224			2,535,526			1,914,698			76	%
Selling, general and administrative		44,079,959			28,429,401			15,650,558			55	%
Depreciation and amortization		6,468,791			3,655,234			2,813,557			77	%
Other operating expenses		16,079			4,730,528			(4,714,449	)		(100	)%
Total costs and expenses		72,401,530			50,013,280			22,388,250			45	%
Loss from operations		(52,951,105	)		(34,747,671	)		(18,203,434	)		52	%
OTHER EXPENSES
Interest expenses, net		18,360,506			4,997,680			13,362,826			267	%
Other expenses, net		998,170			894,302			103,868			12	%
Total other expenses		19,358,676			5,891,982			13,466,694			229	%
LOSS BEFORE INCOME TAXES		(72,309,781	)		(40,639,653	)		(31,670,128	)		78	%
Income tax expenses		9,096			12,963			(3,867	)		(30	)%
NET LOSS	$	(72,318,877	)	$	(40,652,616	)	$	(31,666,261	)		78	%

Revenues

The following table summarizes the changes in revenue from 2019 to 2020:

	Year Ended December 31,				Variance
	2020		2019		$			%
Revenues
Behavior and Commerce	$	8,013,403	$	8,608,059	$	(594,656	)		(7	)%
Network Development		10,598,303		6,318,772		4,279,531			68	%
Charging Network Operations		705,719		338,778		366,941			108	%
Network Intelligence		133,000		—		133,000			—	%
Total revenues	$	19,450,425	$	15,265,609	$	4,184,816			27	%

Behavior and Commerce revenue decreased by $0.6 million, or 7%, from December 31, 2019 to December 31, 2020, primarily due to postponed media campaigns as a result of the COVID-19 shelter-in-place and other measures taken in response to the COVID-19 pandemic.

Network Development revenue increased by $4.3 million, or 68%, from December 31, 2019 to December 31, 2020, primarily due to an increase of $3.1 million of revenue attributable to completion of stations previously contracted, an increase of $0.6 million in infrastructure related sales, and an increase of $0.5 million in operations and maintenance revenue.

Charging Network Operations revenue increased by $0.4 million, or 108%, from December 31, 2019 to December 31, 2020. This was due to an increase in regulatory credit revenue of $0.4 million attributable to an increase in earned LCFS credits linked to higher utilization of the charging network.

Volta has earned $0.1 million in Network Intelligence revenue in 2020, which it began generating in November 2020.

Cost of revenues

The following table summarizes cost of revenues by products and services:

	For Year Ended December 31,				Variance
	2020		2019		$		%
Cost of services	$	17,386,477	$	10,662,591	$	6,723,886		63	%
Cost of products	$	4,450,224	$	2,535,526	$	1,914,698		76	%

Cost of services increased by $6.7 million, or 63%, to $17.4 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019, primarily due to an increase of $3.2 million in station rent and media license fees. In addition, an increase of $1.0 million in installation services costs derived from an increase of stations completed, owned by site partners.

Cost of products increased by $1.9 million, or 76%, from December 31, 2019 to December 31, 2020, primarily due to the increase of 99 charging stations sold to site partners for the year ended December 31, 2020.

Operating Expenses

Selling, General and Administrative

Selling, general and administrative expenses increased by $15.7 million, or 55%, for the year ended December 31, 2020 as compared to the year ended December 31, 2019. This was primarily driven by an increase in payroll costs for salaried employees of $4.9 million, an increase in bonuses of $1.0 million and an increase in professional services expense of $1.7 million. This was also driven by an increase in non-cash stock-based compensation of $4.4 million. The payroll related cost increase was mainly driven by an increase in Volta’s year end full-time employee headcount to 136 from 127 in 2020 and 2019, respectively, with the addition of several senior level employees in 2019 and 2020.

Depreciation and Amortization

Depreciation and amortization expenses increased by $2.8 million, or 77%, to $6.5 million for the year ended December 31, 2020 from $3.7 million for the year ended December 31, 2019. This was primarily due to an increase in the number of stations in service in 2020 as compared to 2019.

Other Operating Expenses

Other operating expenses decreased by $4.7 million, or 100%, for the year ended December 31, 2020 as compared to the year ended December 31, 2019, primarily due to a $4.5 million decrease in the adjustment to construction in progress as a result of disqualified, cancelled or abandoned projects.

Loss from Operations

Loss from operations increased by $18.2 million, or 52%, from December 31, 2019 to December 31, 2020. This was primarily due to an increase in cost of services and cost of products of $8.6 million, an increase in selling, general and administrative expenses of $15.7 million ($4.4 million non-cash), and an increase in depreciation and amortization expenses of $2.8 million, partially offset by an increase in revenue of $4.2 million, and a decrease in other operating expenses of $4.7 million.

Interest Expense

Interest expense increased by $13.4 million, or 267%, from December 31, 2019 to December 31, 2020, primarily due to a conversion feature on promissory notes issued by Volta throughout 2020 and converted in connection with the Series D Financing on December 23, 2020. The conversion feature allowed for a discounted conversion price resulting in $10.8 million of additional interest expense (non-cash portion) in 2020. Additionally, the interest expense related to Volta’s term loan increased by $3.3 million.

Other Expense, net

Other expense, net was relatively consistent from the year ended December 31, 2019 to the year ended December 31, 2020.

Income Tax Expense

Income tax expense was less than $0.1 million for each of the years ended December 31, 2020 and 2019, primarily attributable to state taxes.

Net Loss

Net loss increased by $31.7 million, or 78%, from December 31, 2019 to December 31, 2020, primarily due to an increase of $22.4 million in total costs and expenses and an increase of $13.4 million in interest expense, partially offset by a $4.2 million increase in revenue.

Liquidity and Capital Resources

Sources of Liquidity

Volta has incurred net losses and negative cash flows from operations since its inception. To date, Volta has funded its operations primarily with proceeds from the issuance of Volta Preferred Stock, borrowings under its loan facilities, including its term loan, a Paycheck Protection Program (“PPP”) loan under the Small Business Administration (SBA), and other term loans. Until Volta is cash-flow positive, Volta will need to continue to raise funds through the issuance of debt or equity securities or additional borrowings.

Volta’s operations are dependent on its ability to generate meaningful long-term revenue and will highly depend on driver behavior trends as well as increased and sustained driver demand for EVs and related charging services. If the market for EVs does not develop as Volta expects or develops more slowly than it expects, or if there is a decrease in driver demand for EV charging services, Volta’s business, prospects, financial condition and results of operations will be harmed. The market for EV charging is relatively new, rapidly evolving, characterized by rapidly changing technologies, volatile electricity pricing, additional competitors, evolving government regulation (including carbon credits) and industry standards, frequent new vehicle announcements and changing driver demands and behaviors. Any number of changes in the industry could negatively affect revenue generation from Behavior and Commerce and EV charging.

From inception to June 30, 2021, Volta has raised aggregate net cash proceeds of over $213 million from the sale of shares of Volta Preferred Stock, Volta Common Stock and its term loan borrowings. Volta had a cash balance of $24.0 million and $58.8 million as of June 30, 2021 and December 31, 2020, respectively.

Management has considered conditions and events which provide substantial doubt about Volta’s ability to continue as a going concern (i.e., the COVID-19 pandemic and the closing of the Business Combination) over the 12 months following the issuance of the consolidated financial statements. Volta’s cash on hand following the consummation of the Business Combination, including the net proceeds of TortoiseCorp’s cash in trust (assuming de minimis redemptions by TortoiseCorp’s stockholders) and the proceeds of the PIPE Financing, together with cash generated from sales to customers, should satisfy its working capital and capital requirements for at least the next twelve months from June 30, 2021. However, given the anticipated cash received from the Business Combination and timing of expenditure assumptions, the Company currently expects that its cash will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months. See also Note 3, “Liquidity,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for additional information on going concern.

Liquidity Policy

As an early-stage company, Volta maintains a strong focus on liquidity and defines its liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet its obligations under both normal and stressed conditions. Volta manages its liquidity to provide access to sufficient funding to meet its business needs and financial obligations, as well as capital allocation and growth objectives.

Debt Profile

The following table summarizes Volta’s debt balances and key related loan information:

								Net Carrying Value
	Principal Amount		Issuance Date	Maturity Date	Interest Rate			June 30, 2021		December 31, 2020
Term Loan	$	49,000,000	6/19/2019	6/19/2024		12	%¹	$	49,000,000	$	49,000,000
PPP Loan		3,193,300	4/27/2020	4/27/2022		1	%²		3,193,300		3,193,300
Total principal long-term debt									52,193,300		52,193,300
Less unamortized deferred issuance fees									1,006,148		1,173,330
Total debt									51,187,152		51,019,970
Less: current portion of long-term debt									19,526,633		10,323,138
Long-term debt, net of current portion								$	31,660,519	$	40,696,832

⁽¹⁾

The interest rate on the term loan as of June 19, 2019 was a fixed rate of 12% per annum. Please see Note 8 to the Volta unaudited financial statements included elsewhere in this Current Report on Form 8-K for additional information.

⁽²⁾

The interest rate on the PPP Loan, as of April 27, 2020, was a fixed rate of 1% per annum. Please see Note 8 to the Volta unaudited financial statements included elsewhere in this Current Report on Form 8-K for additional information.

On June 19, 2019, Volta entered into a senior secured term loan agreement, and has drawn a total of $49.0 million over the life of the term loan. Volta drew an initial amount of $24.0 million under the term loan during the year ended December 31, 2019 and drew an additional $25.0 million under the term loan during the year ended December 31, 2020 to help fund network expansion and operating activities. The term loan agreement is fully funded based on capital expenditures and is secured by stations and other assets. The loan agreement states there are no limits or restrictions on the use of funds drawn. Interest on the outstanding balance of the term loan is equal to 12% per annum, and principal payments are due in equal monthly installments beginning on July 1, 2021.

In addition, on April 27, 2020, Volta obtained a PPP Loan under the SBA program in the amount of $3.2 million. Subject to certain qualifications and exclusions, the amount of loan forgiveness will be reduced if Volta terminates employees or reduces salaries during the covered period. Any portion of the loan that is not forgiven will carry interest at the stated rate of 1% per annum, and equal installment payments would be due monthly. Volta intends to repay the PPP Loan by its stated maturity date and subsequent to the completion of the transaction documented in Note 1, “Description of business,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for additional information.

The following table summarizes Volta’s financing obligations related to digital media screens:

	Six Months Ended June 30,
	2021		2020
Financing obligation, long-term portion	$	3,464,620	$	4,259,943
Plus: current portion of financing obligation		806,516		516,119
Total financing obligation	$	4,271,136	$	4,776,062

Volta entered into multiple sale-leaseback arrangements of digital media screens that do not qualify as asset sales and are accounted for as financing obligations. These financing obligations have been amortized over the 5-year term at Volta’s incremental borrowing rate at the time of the transaction which has ranged between 10.32%-16.68%.

Please refer to Note 8, “Debt Facilities,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for additional information.

Cash Flow Summary

The following table summarizes Volta’s cash flows for the six months ended June 30, 2021 and June 30, 2020 and years ended December 31, 2020 and December 31, 2019:

	Six Months Ended June 30,						Years Ended December 31,
	2021			2020			2020			2019
Net cash used in Operating Activities	$	(34,635,444	)	$	(28,409,918	)	$	(54,590,488	)	$	(23,697,763	)
Net cash used in Investing Activities		(20,023,571	)		(5,403,076	)		(19,645,499	)		(24,809,641	)
Net cash provided by Financing Activities	$	19,883,399		$	28,887,764		$	122,283,884		$	47,246,728

Operating Activities

Net cash used in operating activities increased by $6.2 million, or 22%, to $34.6 million for the six months ended June 30, 2021 as compared to $28.4 million for the six months ended June 30, 2020. This increase was primarily due to a $9.2 million increase in net loss adjusted for non-cash items partially offset by an increase in net working capital, excluding operating lease liabilities, of $0.6 million. Net working capital was impacted by the net effect of an increase in deferred revenue and accounts payable due to related party for the six months ended June 30, 2020 and a decrease in those accounts for the six months ended June 30, 2021. Net working capital was also impacted by the net effect of a decrease in accounts payable, and accounts receivable for the six months ended June 30, 2020, and an increase in those accounts for the six months ended June 30, 2021. Prepaid partnership costs, prepaid expenses and other current assets increased while inventory and accrued expenses and other current liabilities decreased with respect to both periods presented.

Additionally, there was a $2.2 million increase in the cash used on right-of-use (“ROU”) assets for the six months ended June 30, 2021 and a $2.0 million increase in the cash provided by the related operating lease liabilities for the same period. Despite the use of cash for operating activities, Volta intends on meeting cash requirements and maintaining operations through the issuance of equity financing as further detailed in Note 17, “Subsequent events,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference.

Net cash used in operating activities increased by $30.9 million, or 130%, to $54.6 million for the year ended December 31, 2020 as compared to $23.7 million for the year ended December 31, 2019. This increase was primarily due to a $17.7 million increase in net loss adjusted for non-cash items and an increase in net working capital, excluding operating lease liabilities, of $2.4 million. Net working capital was impacted by the net effect of an increase in accounts receivable, inventory and accounts payable in 2019 compared to 2018, and a decrease in those accounts in 2020 compared to 2019, primarily due to COVID-19. Accrued expenses and other liabilities increased in both 2019 and 2020, with respect to the prior year.

Additionally, there was a $11.2 million increase in the cash used on ROU assets in 2020 as compared with the prior period, a $12.5 million increase in the cash provided by the related operating lease liabilities and a $2.7 million decrease in the lease incentive liabilities. Despite the use of cash for operating activities, Volta intends on meeting cash requirements and maintaining operations through the issuance of equity financing as further detailed in Note 17, “Subsequent events,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for additional information.

Investing Activities

Net cash used in investing activities increased by $14.6 million, or 271%, to $20.0 million for the six months ended June 30, 2021, as compared to $5.4 million for the six months ended June 30, 2020, primarily due to a lower deployment of capital around the purchase of property and equipment, net for the six months ended June 30, 2020, due to COVID-19.

Net cash used in investing activities decreased by $5.2 million, or 21%, to $19.6 million for the year ended December 31, 2020, as compared to $24.8 million for the year ended December 31, 2019, primarily due to the $3.7 million decrease in cash incentives received due to fewer financing transaction agreements on digital media screens in 2020, and offset by lower deployment of capital around the purchase of property and equipment, net, primarily due to COVID-19.

Financing Activities

Net cash provided by financing activities decreased by $9.0 million, or 31%, to $19.9 million for the six months ended June 30, 2021, as compared to $28.9 million for the six months ended June 30, 2020. This was primarily driven by a decrease of $15.6 million in proceeds from issuance of long term debt, an increase of $8.3 million in taxes paid on partial recourse notes, a decrease of $9.5 million in proceeds from convertible debt, and a decrease of $3.2 million in proceeds from the PPP loan, partially offset by an increase of $27.4 million in net proceeds from the issuance of Preferred Stock for the six months ended June 30, 2021.

Net cash provided by financing activities increased by $75.0 million, or 159%, to $122.3 million for the year ended December 31, 2020, as compared to $47.2 million for the year ended December 31, 2020. This was primarily driven by an increase of $75.9 million in net proceeds from the issuance of Preferred Stock and an increase in proceeds of $3.2 million from the PPP Loan, partially offset by a $4.1 million decrease in proceeds related to financing transactions on digital media screens.

Contractual Obligations

In the normal course of business, Volta enters into obligations and commitments that require future contractual payments. The commitments result primarily from operating leases and long-term debt. The following table summarizes Volta’s contractual obligations and commercial commitments as of June 30, 2021:

	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating Leases	$	80,920,939	$	5,754,128	$	22,051,263	$	20,436,944	$	32,678,604
Long Term Debt		52,193,300		9,244,903		34,781,730		8,166,667		—
Financing Obligations		5,441,966		573,803		2,657,041		1,917,050		294,072
Total	$	138,556,205	$	15,572,834	$	59,490,034	$	30,520,661	$	32,972,676

Subsequent Events

Please refer to Note 17, “Subsequent events,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for additional information.

Non-GAAP Financial Measures

In addition to its financial results determined in accordance with U.S. GAAP, Volta believes the following non-GAAP measure is useful in evaluating its operating performance. Volta uses the following non-GAAP financial measure to evaluate its ongoing operations and for internal planning and forecasting purposes. Volta believes that this non-GAAP financial measure, when taken together with the corresponding U.S. GAAP financial measure, provides meaningful, supplemental information regarding its performance by excluding certain items that may not be indicative of its business, results of operations or outlook. Volta considers EBITDA to be an important measure because it helps illustrate underlying trends in its business and its historical operating performance on a more consistent basis. Volta believes that the use of EBITDA is helpful to its investors as it is a metric used by management in assessing the health of its business and its operating performance.

However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In addition, other companies, including companies in Volta’s industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Volta’s non-GAAP financial measures as tools for comparison. A reconciliation is provided below for the non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable U.S. GAAP financial measure, and not to rely on any single financial measure to evaluate Volta’s business.

EBITDA

In order to provide investors with greater insight and allow for a more comprehensive understanding of the information used by management and the board of directors in its financial and operational decision-making, Volta has supplemented the Consolidated Financial Statements presented on a U.S. GAAP basis in this Current Report on Form 8-K with EBITDA as a non-GAAP financial measure. Volta believes EBITDA provides its board of directors, management and investors with a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. Volta also believes that EBITDA is a measure frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry, and is a measure contained in its debt covenants. However, while Volta considers EBITDA to be an important measure of operating performance, EBITDA and other non-GAAP financial measures have limitations, and investors should not consider them in isolation or as a substitute for analysis of Volta’s results as reported under U.S. GAAP.

The following table provides a reconciliation of EBITDA to net (loss) income, the most directly comparable U.S. GAAP measure reported in Volta’s unaudited consolidated financial statements for the following periods:

	Three Months Ended June 30,						Variance
	2021			2020			$			%
Net Income (Loss)	$	(20,585,729	)	$	(11,880,086	)	$	(8,705,643	)		73	%
Income tax (benefit) expense		23,830			3,506			20,324			580	%
Interest expense		1,672,817			1,808,599			(135,782	)		(8	)%
Depreciation and amortization		2,522,853			1,551,023			971,830			63	%
EBITDA	$	(16,366,229	)	$	(8,516,958	)	$	(7,849,271	)		92	%

EBITDA decreased by $(7.8) million, or 92%, to $(16.4) million in the three months ended June 30, 2021, as compared to $(8.5) million for the three months ended June 30, 2020. This is primarily attributable to an increase of $0.9 million of cost of services and products, an increase of $10.4 million in selling, general and administrative expenses, an increase in depreciation and amortization of $1.0 million, and an increase in other operating (income) expenses of $1.1 million, partially offset by an increase in revenues of $4.6 million.

	Six Months Ended June 30,						Variance
	2021			2020			$			%
Net Income (Loss)	$	(85,860,424	)	$	(25,007,783	)	$	(60,852,641	)		243	%
Income tax (benefit) expense		23,830			3,506			20,324			580	%
Interest expense		3,332,601			2,875,720			456,881			16	%
Depreciation and amortization		4,696,068			2,994,042			1,702,026			57	%
EBITDA	$	(77,807,925	)	$	(19,134,515	)	$	(58,673,410	)		307	%

EBITDA decreased by $(58.7) million, or 307%, to $(77.8) million for six months ended June 30, 2021, as compared to $(19.1) million for six months ended June 30, 2020. This is primarily attributable to an increase of $2.0 million of cost of services and products, an increase of $60.7 million in selling, general and administrative expenses, an increase in depreciation and amortization of $1.7 million, an increase in other operating (income) expenses of $1.2 million, and an increase in interest expenses of $0.5 million, partially offset by an increase in revenues of $5.4 million.

The following table provides a reconciliation of EBITDA to net (loss) income, the most directly comparable U.S. GAAP measure reported in Volta’s audited consolidated financial statements for the following periods:

	Years Ended December 31,						Variance
	2020			2019			$			%
Net Income (Loss)	$	(72,318,877	)	$	(40,652,616	)	$	(31,666,261	)		78	%
Income tax (benefit) expense		9,096			12,963			(3,867	)		(30	)%
Interest expense		18,360,506			4,997,680			13,362,826			267	%
Depreciation and amortization		6,468,791			3,655,234			2,813,557			77	%
EBITDA	$	(47,480,484	)	$	(31,986,739	)	$	(15,493,745	)		48	%

EBITDA decreased by $15.5 million, or 48%, to $(47.5) million for year ended December 31, 2020, as compared to $(32.0) million for the year ended December 31, 2019. This is primarily attributable to an increase of $8.6 million of cost of services and cost of products and an increase of $15.7 million in selling, general and administrative expenses, partially offset by a decrease in other operating expenses of $4.7 million and an increase in revenues of $4.2 million, driven by the expansion of the charging network.

Critical Accounting Policies and Estimates

Volta prepares its consolidated financial statements in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires it to make estimates, assumptions and judgments that can significantly impact the amounts it reports as in its financial statements and the related disclosures. Volta bases its estimates on historical experience and other assumptions that it believes are reasonable under the circumstances. Volta’s actual results could differ significantly from these estimates under different assumptions and conditions. Volta believes that the accounting policies discussed below are critical to understanding its historical and future performance as these policies involve a greater degree of judgment and complexity.

Please refer to Note 2, “Summary of significant accounting policies,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for a description of Volta’s accounting policies in detail. Volta believes the following accounting policies require the most significant judgments and estimates used in the preparation of its financial statements.

Emerging Growth Company Status

Pursuant to Section 107(b) of the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (a) within the same periods as those otherwise applicable to non-emerging growth companies or (b) within the same time periods as private companies. Volta intends to take advantage of the exemption for complying with certain new or revised accounting standards within the same time periods as private companies, such as current expected credit losses and income tax.

Volta also intends to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act, including, but not limited to: not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

Volta will cease to be an emerging growth company on the date that is the earliest of (a) the last day of the fiscal year in which it has total annual gross revenues of $1.07 billion or more; (b) the last day of its fiscal year following the fifth anniversary of the date of its initial public offering; (c) the date on which it has issued more than $1.0 billion in nonconvertible debt during the previous three years; or (d) the last day of the fiscal year in which it is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of its common stock held by non-affiliates equals or exceeds $700.0 million as of the last business day of the second fiscal quarter of such fiscal year.

Network Development Revenue

Volta generates Network Development revenue from the sales of products including charging stations to select site partners and infrastructure to utility companies as well as related installation services and operations and maintenance services on charging stations owned by third parties. Some of Volta’s agreements include non-standard terms and conditions and include promises to transfer multiple goods and services. As a result, significant interpretation and judgment is required to determine the appropriate accounting for these transactions, including: (1) whether performance obligations are considered distinct that should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (2) developing an estimate of the stand-alone selling price (“SSP”), of each distinct performance obligation; (3) combining contracts that may impact the allocation of the transaction price between product and services; and (4) estimating the consideration payable to a customer as a reduction of the transaction price.

When an agreement contains multiple performance obligations, Volta identifies each component to the contract and allocates the transaction price based on a relative SSP. If the arrangement contains a lease it is accounted for in accordance with ASC 842, Leases. In some arrangements, Volta has executed a sale and leaseback of the digital media screens (sale leaseback) and has also acquired the right to control the use of the location to advertise over a set term (location lease). During the construction phase, Volta does not control the underlying asset on the customer’s property. When the sale leaseback qualifies as a financing, Volta will not record a sale for accounting purposes of the digital media screen and depreciates that asset over its useful life. For contractual lease payments that do not exceed the fair value of the location lease obligation, Volta records a lease liability and an associated ROU asset based on the discounted lease payments. In some instances, Volta may receive a lease incentive from the lessor which is recorded as a reduction to the lease payments. In arrangements where Volta pays consideration to a customer for a distinct good or service, the consideration payable to a customer is limited to the fair value of the distinct good or service received by the customer. If the contractual payments for the location lease of this arrangement are in excess of fair value, then Volta will estimate the excess contractual payments over fair value and record that amount as a reduction to the transaction price in the arrangement. The reduction to transaction price for consideration payable to a customer is recognized at the later of when Volta pays or promises to pay the consideration or when Volta recognizes the related revenue for the transferred products and services.

The determination of SSP for performance obligations to customers is judgmental and is based on the price that Volta would charge for the same good or service if sold separately on a standalone basis to similar clients in similar circumstances. Volta estimates SSP based on reasonably available data that maximizes the use of observable inputs that may vary over time. Typically, the SSP of Volta’s performance obligations are based on expected cost plus a margin. The margin reflects what the market would be willing to pay adjusted for differences in products, geographies, customers, and other factors.

Sales of charging stations and installed infrastructure is recognized at a point in time when control has been transferred to the customer and is classified as product revenue on our statement of operations. Installation services are recognized over time using an input method based on costs incurred to measure progress toward complete satisfaction of the performance obligation. Revenue from operation and maintenance services is recognized ratably over the term of the arrangement as the services are performed. Payments are typically due within one month after billed.

Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition. Please refer to Note 2, “Summary of significant accounting policies,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for additional information on revenue recognition.

Equity Based Compensation

Volta’s stock-based compensation consists of options that are granted to employees and non-employees as part of their compensation package. Given that Volta is a private company, there are no direct observable inputs into the fair value of Volta Common Stock, and Volta’s management must make assumptions to estimate the fair value.

The grant-date fair value of employee and non-employee stock options are determined using the Black-Scholes option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. Forfeitures are recognized as they occur. Compensation cost is recognized over the vesting period of the applicable award using the straight-line method.

Changes in the following assumptions can materially affect the estimate of fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop.

Given the absence of a public trading market, the Volta Board considers numerous objective and subjective factors to determine the fair value of Volta Common Stock. These factors include, but are not limited to, (i) contemporaneous valuations of Volta Common Stock performed by an independent valuation specialist; (ii) developments in the business and stage of development; (iii) operational and financial performance and condition; (iv) issuances of Volta Preferred Stock and the rights and preferences of Volta Preferred Stock relative to Volta Common Stock; (v) the current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering or sale of Volta; (vi) the lack of marketability of the Volta Common Stock; and (vii) experience of management and hiring of key personnel.

The grant date fair value of Volta Common Stock was determined using valuation methodologies which utilize certain assumptions, including probability weighting events, volatility, time to liquidation, a risk-free interest rate, and an assumption for a discount for lack of marketability.

Volta used the market approach to determine the fair value of the Volta Common Stock. This approach measures the value of an asset or business through an analysis of recent sales or offerings of comparable investments or assets and gives consideration to the financial condition and operating performance of an entity relative to those of public entities operating in the same or similar lines of business. Volta applies the market approach by utilizing the Backsolve method, which uses a Black-Scholes option pricing model to calculate the implied value based on the recent transaction price. For purposes of allocating the fair value of Common Stock, Volta used the Option Pricing Method (“OPM”). Under the OPM, shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the preferred and common stock are inferred by analyzing these options. This method is appropriate to use when the range of possible future outcomes is so difficult to predict that estimates would be highly speculative, and dissolution or liquidation is not imminent.

For financial reporting purposes, Volta considers the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. The determination includes an evaluation of whether the subsequent valuation indicates that any significant change in valuation had occurred between the previous valuation and the grant date.

The following table summarizes the key share-based payment valuation assumptions:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Expected dividend yield		—	%		—	%		—	%		—	%
Risk-free interest rate		1.1	%		0.4	%		0.7	%		1.2	%
Expected volatility		66.1	%		54.2	%		59.7	%		42.1	%
Expected term (in years)		6.1			5.4			5.8			5.9

Expected Dividend Yield

Volta does not expect, and is not contractually obligated, to pay dividends in the foreseeable future.

Risk-free Interest Rate

The risk-free interest rate is based on the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the expected term.

Expected Volatility

Expected volatility is a measure of the amount of fluctuation in the value of Volta’s share price over a specific time period. Volatility is generally calculated as the standard deviation of the continuously compounding rates of return on the share over a specified period and is typically expressed as annualized returns. Judgment is required to select a method to estimate expected volatility for nonpublic companies. As Volta does not have a trading history prior to the Business Combination, sufficient historical information related to the fair value of Volta’s options is not available. Nonpublic entities may use average volatility for comparable public companies to form a reasonable basis for the assumption of expected volatility. To identify similar entities, Volta considered characteristics of each, such as industry, stage of life cycle, size and financial leverage. The average volatility actually used in the fair value determination for stock options was 38-55% for grants issued in the six months ended June 30, 2020 and 56-66% for awards granted in the six months ended June 30, 2021.

Expected Term (in years)

Volta uses the practical expedient in ASC 718 which allows nonpublic entities to follow a simplified approach for calculating expected term. For service vesting conditions, the expected term is the midpoint between the requisite service period and the contractual term of the option. For performance vesting conditions, the expected term is determined based on the probability of occurrence. When the occurrence is probable, the expected term is the midpoint between the requisite service period and the contractual term of the option. If the occurrence is other than probable, the expected term is the contractual term when the service period is not stated, or the midpoint between the requisite service period and the contractual term if the requisite service period or vesting period is stated.

Fair Value of Warrant Liabilities

Volta classifies Series B Preferred Stock Warrants as long-term liabilities at their estimated fair value. The liability is subject to remeasurement at each balance sheet date, with changes in fair value recorded as other expenses, net in the consolidated statement of operations and comprehensive loss. Volta will continue to revalue the Volta Warrants relating to such Volta Preferred Stock until exercise, expiration, conversion or until they are no longer redeemable or the completion of a liquidation event, including completion of an initial public offering, at which time all such Series B convertible Preferred Stock warrants will be converted into warrants to purchase shares of Common Stock and the liability will be reclassified to additional paid-in capital. As of June 30, 2021, all Volta Warrants relating to its Series B Preferred Stock remain outstanding.

Volta estimates the fair value of the warrant liability using the Backsolve method, which uses a Black-Scholes option pricing model to calculate the implied equity value of Volta. Volta is required to make assumptions and estimates in determining an appropriate risk-free interest rate, volatility, term, dividend yield, discount due to exercise restrictions and the fair value of Volta Common Stock. Any significant adjustments to the unobservable inputs would have a direct impact on the fair value of the warrant liability. Refer to Note 5, “Fair value measurements,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for additional information.

Long Lived Assets

Property and equipment, net, which primarily consists of charging stations and construction in progress station hardware, is reported at historical cost less accumulated depreciation. Volta estimates the useful lives of the stations to be between five and ten years, based on its historical experience and its plans regarding how it intends to use those assets.

Volta’s experience indicates that the estimated useful lives applied to its portfolio of assets have been reasonable, and it does not expect significant changes to the estimated useful lives of its long-lived assets in the future. When Volta determines that stations or other equipment will be disposed of prior to the end of their initially estimated useful lives, it estimates the revised useful lives and depreciates the assets over the revised period.

Volta also reviews property and equipment for impairment when events and circumstances indicate that depreciable property and equipment might be impaired, and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

Volta uses various assumptions in determining the remaining useful lives of assets to be disposed of prior to the end of their useful lives and in determining the current fair market value of long-lived assets that are determined to be unrecoverable. Estimated useful lives and fair values are sensitive to factors including contractual commitments, regulatory requirements and future expected cash flows. Volta’s impairment loss calculations require management to apply judgment in estimating future cash flows, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.

Leases

Volta maintains multiple lease arrangements depending on negotiating contracts with customers relating to installed charging stations. The charging stations have two units of account: the charging station and digital media screen. Volta recognizes a financing transaction on the digital media screen, which remains on Volta’s balance sheet based on the cost of the digital media screen and is depreciated over its useful life. Volta also leases the location of the charging stations and this is recognized as an operating lease arrangement, with a lease liability and ROU asset under ASC 842. Volta voluntarily early adopted accounting standards for the treatment of leases under ASC 842 prior to the required adoption after December 15, 2021 given its business and operations in relation to leased properties on a go-forward basis.

Volta uses significant estimates in accounting for lease liabilities and ROU assets, which are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. The lease interest rate used to determine the present value of future lease payments is based on Volta’s incremental borrowing rate. Volta’s leases are all long term, extending beyond a twelve-month period, and include periods under options to extend or terminate the lease when it is reasonably certain Volta will exercise such options. Volta identifies separate lease and non-lease components, and the non-lease components are typically comprised of electricity reimbursements to the landlord.

Volta has elected the practical expedient to account for lease and non-lease components as a combined single lease component, increasing the amount of Volta’s lease liabilities and ROU assets.

Please refer to Note 2, “Summary of significant accounting policies,” and Note 13, “Leases,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for additional information about leases.

Income Taxes

Volta utilizes the liability method in accounting for income taxes. Deferred tax assets and liabilities reflect the estimated future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. Volta makes estimates, assumptions and judgments to determine its provision for its income taxes, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. Volta assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes that recovery is not likely, it establishes a valuation allowance.

Volta recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits which, as of the date of this Current Report on Form 8-K, have not been material, are recognized within provision for income taxes. As of June 30, 2021, Volta has determined there are no uncertain tax positions.

Off-Balance Sheet Arrangements

As of the balance sheet dates of June 30, 2021 and December 31, 2020, Volta has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Recent Accounting Pronouncements

Refer to Note 2, “Summary of significant accounting policies,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for a discussion of the impact of recent accounting pronouncements.

Related Party Transactions

Refer to Note 16, “Related party transactions,” of Volta’s audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 and the unaudited consolidated financial statements for the six-month periods ended June 30, 2021 included elsewhere in this Current Report on Form 8-K and the Proxy Statement/Prospectus incorporated herein by reference for additional information for related party transactions.

Quantitative and Qualitative Disclosures About Market Risk

Volta’s operations include activities solely based in the United States. These operations expose Volta to a variety of market risks, including the effects of changes in interest rates and changes in consumer attitudes. Volta monitors and manages these financial exposures as an integral part of its overall risk management program.

Interest Rate Risk

Volta had a cash balance totaling $24.0 million and $58.8 million as of June 30, 2021 and December 31, 2020, respectively. Volta manages its cash through zero balance accounts and demand deposit accounts for which the amount held is equal to the fair value. Volta’s total principal long-term debt balance was $52.2 million as of June 30, 2021 and December 31, 2020 and had fixed interest rates of 12% per annum for its EIP loan and 1% per annum for its PPP Loan, respectively. Because the rates are fixed, a change in market rates would have no impact on Volta’s financial position or results of operations.

Foreign Exchange Risk

Volta is not currently exposed to changes in foreign currency exchange rates, however, its operations may be subject to fluctuations in foreign currency exchange rates in the future to the extent it opens offices or initiates business activities in locations where it might incur expenses or generate revenues in currencies other that U.S. dollars.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of Common Stock of the Company following the consummation of the Business Combination and the PIPE Financing by:

●

each person known by the Company to be the beneficial owner of more than 5% of the Common Stock of the Company;

●

each of the Company’s executive officers and directors; and

●

all executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of our Common Stock is based on 161,714,389 shares of Common Stock outstanding as of the Closing Date, comprised of 151,827,204 shares of Class A Common Stock and 9,887,185 shares of Class B Common Stock outstanding as of the Closing Date. Shares of our Common Stock that may be acquired by an individual or group within 60 days of the Closing Date pursuant to the exercise of options or warrants that are currently exercisable or exercisable within 60 days of the Closing Date are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting common stock beneficially owned by them.

Unless otherwise indicated, the address for each Volta stockholder listed is: 155 De Haro Street San Francisco, CA 94103.

Name and Address of Beneficial Owners	Number of shares of Class A Common Stock		%			Number of shares of Class B Common Stock		%			% of Total Voting Power ^**
Five Percent Holders
Energize Ventures Fund LP(1)		9,320,660		6.1	%		—		—			3.7	%
Virgo Hermes, LLC(2)		16,222,891		10.7	%		—		—			6.5	%
Current Directors and Named Executive Officers
Scott Mercer (3)		6,426,148		4.2	%		6,466,721		65.4	%		28.4	%
Christopher Wendel(4)		6,694,804		4.4	%		1,635,373		16.5	%		9.2	%
Andrew B. Lipsher(5)		2,220,361		1.5	%		215,112		2.2	%		1.7	%
James S. DeGraw(6)		732,669		0.5	%		—		—			0.3	%
Praveen Mandal(7)		513,148		0.3	%		—		—			0.2	%
Nadya Kohl(8)		215,025		0.1	%		—		—			0.1	%
Brandt Hastings		*		*			—		—			0.0	%
Eli Aheto(9)		253,623		0.2	%		—		—			0.1	%
Martin Lauber(10)		1,641,022		1.1	%		—		—			0.7	%
Katherine J. Savitt(11)		379,219		0.2	%		—		—			0.2	%
John J. Tough(1)		242,700		0.2	%		—		—			0.1	%
Bonita Stewart(12)		38,888		0.0	%		—		—			0.0	%
All Directors and Executive Officers as a Group (12 Individuals)		19,357,607		12.7	%		18,817,206		91.7	%		40.9	%

Less than one percent.

(1)

Consists of (a) 8,414,566 shares of Class A Common Stock and (b) 663,394 shares of Class A Common Stock subject to a warrant, all of which are held directly by Energize Ventures Fund LP (“Energize LP”). Also includes 242,700 shares of Class B Common Stock issuable upon the exercise of Options held directly by John J. Tough. John J. Tough is the managing partner of Energize LP. The principal address of Energize LP is 1 South Wacker Drive, Suite 1620, Chicago, Illinois 60606

(2)

Consists of (a) 7,112,449 shares of Class A Common Stock and (b) 9,110,442 shares of Class A Common Stock subject to a warrant exercisable within 60 days of the Closing Date, all of which are held directly by Virgo Hermes, LLC (“Virgo LLC”). Jesse Watson is the Managing Partner and Chief Investment Officer of Virgo LLC. The principal address of Virgo LLC is 1201 Howard Avenue, Burlingame, California 94010.

(3)

Consists of (a) 5,902,767 shares of Class A Common Stock, (b) 6,330,799 shares of Class B Common Stock, and (c) 523,381 shares of Class A Common Stock and 135,922 shares of Class B Common Stock issuable upon the exercise of Options. Excludes 5,250,000 restricted stock units of Class B Common Stock issued in connection with the Business Combination pursuant to the Founder Plan which will not vest within 60 days of the Closing Date.

(4)

Consists of (a) 6,694,804 shares of Class A Common Stock, and (b) 1,635,373 shares of Class B Common Stock. Excludes 5,250,000 restricted stock units of Class B Common Stock issued in connection with the Business Combination pursuant to the Founder Plan which will not vest within 60 days of the Closing Date.

(5)

Consists of (a) 1,793,297 shares of Class A Common Stock, (b) 215,112 shares of Class B Common Stock, and (c) 427,064 shares of Class A Common Stock issuable upon the exercise of Options.

(6)

Consists of (a) 489,969 shares of Class A Common Stock and (b) 242,700 shares of Class A Common Stock issuable upon the exercise of options.

(7)

Consists of (a) 334,377 shares of Class A Common Stock, and (b) 208,569 shares of Class A Common Stock issuable upon the exercise of Options.

(8)

Consists of (a) 161,935 shares of Class A Common Stock and (b) 53,090 shares of Class A Common Stock issuable upon the exercise of Options.

(9)

Consists of (a) 41,261 shares of Class A Common Stock held directly by Pacific Premier Trust Custodian FBO Eli Aheto IRA, and (b) 212,362 shares of Class A Common Stock issuable upon the exercise of Volta options held directly by Eli Aheto.

(10)

Consists of (a) 510,536 shares of Class A Common Stock held directly by 19Y Ventures VI, LLC (“19Y LLC”), (b) 822,055 shares of Class A Common Stock held directly by 19Y Ventures VI-2, LLC (“19Y2 LLC”), (c) 237,644 shares of Class A Common Stock held directly by Martin Lauber and (d) 70,787 shares of Class A Common Stock issuable upon the exercise of Options held directly by Martin Lauber. Martin Lauber is the Managing Member of 19Y LLC and 19Y2 LLC. The principal address of 19Y LLC and 19Y2 LLC and Martin Lauber is 120 Gilmartin Drive, Tiburon, California 94920.

(11)

Consists of 379,219 shares of Class A Common Stock issuable upon the exercise of Options.

(12)

Consists of 38,888 shares of Class A Common Stock issuable upon the exercise of Options.

Directors and Executive Officers

Information with respect to the Company’s directors and executive officers after the Closing are described in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination” beginning on page 294 and that information is incorporated herein by reference.

Board Composition

As previously disclosed, at the Special Meeting, on August 25, 2021, Scott Mercer, Christopher Wendel, Eli Aheto, Vincent T. Cubbage, Martin Lauber, Katherine J. Savitt, Bonita C. Stewart and John J. Tough were elected by the Company’s shareholders to serve as directors effective immediately upon the Closing.

Effective as of the Closing, in connection with the Business Combination, the size of the Board was increased from five to eight members, and Scott Mercer, Christopher Wendel, Eli Aheto, Vincent T. Cubbage, Martin Lauber, Katherine J. Savitt, Bonita C. Stewart and John J. Tough were appointed to fill the vacancies on the Board and serve as directors of the Company. Upon the Closing, Stephen Pang, Juan Jose Daboub, Karin McKinnell Leidel and Sidney Tassin resigned as directors of TortoiseCorp.

In addition, Martin Lauber, John Tough and Scott Mercer were appointed to serve as Class I directors, with terms expiring at the Company’s first annual meeting of stockholders following the Closing; Vincent Cubbage, Bonita Stewart and Christopher Wendel were appointed to serve as Class II directors, with terms expiring at the Company’s second annual meeting of stockholders following the Closing; and Eli Aheto and Katherine Savitt were appointed to serve as Class III directors, with terms expiring at the Company’s third annual meeting of stockholders following the Closing. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination” which information is incorporated herein by reference.

Director Independence

The Board has determined that Eli Aheto, Vincent T. Cubbage, Martin Lauber, Katherine J. Savitt, Bonita C. Stewart and John J. Tough are independent as defined under the listing standards of the NYSE.

Committees of the Board of Directors

Effective upon the Closing, the standing committees of the Board consist of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Upon the Closing, the Board appointed Eli Aheto, Vincent Cubbage and John Tough to serve on the Audit Committee, with Mr. Aheto as chairperson. The Board appointed John Tough, Martin Lauber, Katherine Savitt and Bonita Stewart to serve on the Compensation Committee, with Mr. Tough as chairperson. The Board appointed Vincent Cubbage, Martin Lauber, Katherine Savitt and Bonita Stewart to serve on the Nominating and Corporate Governance Committee, with and Mr. Cubbage as chairperson.

Executive Officers

Effective as of the Closing, each of Vincent T. Cubbage and Stephen Pang, resigned as the Chief Executive Officer and Chief Financial Officer of the Company, respectively. Effective as of the Closing, the Board appointed Scott Mercer to serve as Chairman of the Board and Chief Executive Officer, Christopher Wendel to serve as President, Francois P. Chadwick to serve as Chief Financial Officer, James S. DeGraw as General Counsel, Chief Administrative Officer, Andrew B. Lipsher as Chief Strategy Officer, Praveen Mandal as Chief Technology Officer, Nadya Kohl as Chief Marketing Officer, Brandt Hastings as Chief Revenue Officer and Julie Rogers as Chief People Officer. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination” which information is incorporated herein by reference.

Director Compensation

The Board intends to adopt an Outside Director Compensation Policy (the “Policy”), which will set forth the terms upon which non-employee directors will be compensated for their service on the Board.

Executive Compensation

In August 2021, the Board adopted the 2021 Equity Incentive Plan (the “2021 Plan”), the Founder Incentive Plan (the “Founder Plan”) and the 2021 Employee Stock Purchase Plan (the “ESPP”) (the “Bonus Plans”), effective as of the Closing Date. The purpose of the Bonus Plans is to motivate and reward eligible officers and employees for their contributions toward the achievement of certain performance goals.

2021 Plan. In connection with the Business Combination, the Board and the Company’s shareholders adopted the 2021 Plan in order to facilitate the grant of equity awards to attract, retain and incentivize employees (including the named executive officers), independent contractors and directors of Volta and its affiliates, which is essential to Volta’s long term success. The 2021 Plan is a continuation of Volta’s prior Volta Industries, Inc. 2014 Equity Incentive Plan, adopted December 15, 2014 and last amended December 26, 2018, as such Equity Incentive Plan may have been amended, supplemented or modified from time to time (the “Legacy Volta Option Plan”), which was assumed from Volta and amended, restated and re-named into the form of the 2021 Plan effective as of the consummation of the Business Combination.

Founder Plan. In connection with the Business Combination, the Board and the Company’s shareholders adopted the Founder Plan in order to facilitate the grant of equity awards to Mr. Mercer and Mr. Wendel, who are essential to Volta’s long-term success.

ESPP. In connection with the Business Combination, the Board and the Company’s shareholders adopted the ESPP in order to allow employees of Volta and its affiliates to purchase shares of Class A Common Stock at a discount through payroll deductions and to benefit from stock price appreciation, thus enhancing the alignment of employee and stockholder interests.

The foregoing description of the Executive Incentive Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Plan, Founder Plan and ESPP, copies of which is attached hereto as Exhibit 10.7, 10.8, 10.9 and is incorporated herein by reference.

Certain Relationships and Related Transactions

On August 25, 2021, the Company repaid the below loans the Company had previously made to certain of its directors and executive officers in the amounts set forth in the table below to enable such directors and executive officers to exercise certain outstanding Volta Options to purchase shares of Volta Class A Common Stock and Volta Class B Common Stock, as applicable. The loans were interest-bearing at a rate of 3.25% per annum and were secured by a pledge of shares of Volta Class A Common Stock and Volta Class B Common Stock in the amounts detailed below.

	Pledged Shares
Name	Principal Amount		Volta Class A Common Stock		Volta Class B Common Stock
Scott Mercer	$	8,889,073.12		—		737,560 shares
Christopher Wendel	$	7,234,333.52		—		600,260 shares
Andrew B. Lipsher	$	1,308,112.02		—		108,539 shares
James S. DeGraw	$	553,186.80		31,005 shares		—
Praveen K. Mandal	$	373,672.26		306,552 shares		—
Nadya Kohl	$	199,532.91		16,556 shares		—

This section should be read in conjunction with the information included in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Party Transactions” beginning on page 314 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings of the Company in the section of the Proxy Statement/Prospectus titled “Information About Volta—Legal Proceedings” and is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Prior to the Closing, the Company’s publicly traded Class A Ordinary Shares, Public Warrants and units were listed on NYSE under the symbols SNPR,” “SNPR WS” and “SNPR.U,” respectively. Upon the Closing, the Class A Common Stock and Public Warrants were listed on NYSE under the symbols “VLTA” and “VLTA WS,” respectively. The Company’s publicly traded units automatically separated into their component securities upon the Closing and, as a result, no longer trade as a separate security and were delisted from NYSE.

The Company has not paid any cash dividends on shares of its Common Stock to date. The payment of any cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Board.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale by the Company of certain unregistered securities, which is incorporated herein by reference.

Description of Registrant’s Securities

The description of the Company’s securities is contained in the Proxy Statement/Prospectus in the section titled “Description of Securities” beginning on page 304 and is incorporated herein by reference.

Indemnification of Directors and Officers

Information about indemnification of the Company’s directors and officers is set forth in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination—Limitation on Liability and Indemnification of Directors and Officers” which information is incorporated herein by reference. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K under the section titled “Indemnification Agreements” is incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The information set forth under Item 4.01 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in the “Introductory Note—PIPE Financing” above is incorporated into this Item 3.02 by reference. The shares of Class A Common Stock issued in the PIPE Financing have not been registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 4.01 Changes in Registrant’s Certifying Accountant.

On August 26, 2021, the Audit Committee of the Board approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2021. Grant Thornton served as the independent registered public accounting firm of Legacy Volta prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“WithumSmith”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by Grant Thornton as the Company’s independent registered public accounting firm following the completion of WithumSmith’s review of the quarter ended June 30, 2021, which consists only of the accounts of the pre-Business Combination special purpose acquisition company. This decision was approved by the Board.

The report of WithumSmith on the Company’s financial statements as of December 31, 2020, and for the period from August 24, 2020 (inception) through December 31, 2020, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During the period of WithumSmith’s engagement by the Company, and the subsequent interim period preceding WithumSmith’s dismissal, there were no disagreements with WithumSmith on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WithumSmith, would have caused it to make a reference to the subject matter of the disagreement in connection with its report covering such period. In addition, no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of WithumSmith’s engagement and the subsequent interim period preceding WithumSmith’s dismissal.

During the period from August 24, 2020 (inception) through December 31, 2020, and the subsequent interim period preceding the engagement of Grant Thornton, neither the Company nor anyone on the Company’s behalf consulted with Grant Thornton regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided WithumSmith with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested that WithumSmith furnish a letter addressed to the Commission stating, which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating the respects in which is does not agree.

Item 5.01. Changes in Control of Registrant.

The disclosure set forth in the “Introductory Note” above and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K under the sections titled “Directors and Executive Officers,” “Director Compensation” and “Executive Compensation” is incorporated by herein by reference.

2021 Equity Incentive Plan

As previously disclosed, at the Special Meeting, on August 25, 2021, the shareholders of the Company considered and approved the 2021 Plan. The 2021 Plan was previously approved, subject to stockholder approval, by the Board on July 28, 2021. The 2021 Plan became effective immediately upon the Closing.

A description of the 2021 Plan is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 6—The 2021 Plan Proposal” which is incorporated herein by reference. The foregoing description of the 2021 Plan does not purport to be complete and is qualified in its entirety by the full text of the 2021 Plan and the related forms of award agreements under the 2021 Plan, which are attached hereto as Exhibit 10.7 and incorporated herein by reference.

2021 Founder Incentive Plan

As previously disclosed, at the Special Meeting, on August 25, 2021, the shareholders of the Company considered and approved the Founder Plan. The Founder Plan was previously approved, subject to stockholder approval, by the Board on July 28, 2021. The Founder Plan became effective immediately upon the Closing.

A description of the Founder Plan is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 7—The Founder Plan Proposal” which is incorporated herein by reference. The foregoing description of the Founder Plan does not purport to be complete and is qualified in its entirety by the full text of the Founder Plan, which is attached hereto as Exhibit 10.8 and incorporated herein by reference.

2021 Employee Stock Purchase Plan

As previously disclosed, at the Special Meeting, on August 25, 2021, the shareholders of the Company considered and approved the ESPP. The ESPP was previously approved, subject to stockholder approval, by the Board on July 28, 2021. The ESPP became effective immediately upon the Closing.

A description of the ESPP is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 8—The ESPP Proposal” which is incorporated herein by reference. The foregoing description of the ESPP does not purport to be complete and is qualified in its entirety by the full text of the ESPP, which is attached hereto as Exhibit 10.9 and incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections titled “Proposal No. 1—The Business Combination Proposal” beginning on page 182 and “Proposal No. 2 — The Domestication Proposal” beginning on page 184, which are incorporated herein by reference. Further, the information set forth in the Introductory Note and under Item 2.01 to this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The consolidated financial statements of Legacy Volta as of and for the years ended December 31, 2020 and 2019 included in the Proxy Statement/Prospectus beginning on page F-56 are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Legacy Volta for the six months ended June 30, 2021 and 2020 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.

(b) Pro forma financial information.

Exhibit No.		Description
2.1*		Business Combination Agreement, dated as of February 7, 2021, by and among TortoiseCorp, First Merger Sub, Second Merger Sub and Volta (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Commission on February 8, 2021).
3.1		Certificate of Incorporation of Volta Inc.
3.2		Bylaws of Volta Inc.
4.1		Specimen Class A Common Stock Certificate of the Registrant.
4.2		Specimen Warrant Certificate of the Registrant.
4.3		Amended and Restated Warrant Agreement, dated August 26, 2021, by and among Volta, Computershare Trust Company, N.A. and Computershare Inc.
10.1		Form of Indemnification Agreement.
10.2		Lock-Up Agreement, dated as of February 7, 2021, by and among the Company, Legacy Volta and Legacy Volta’s founders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 8, 2021).
10.3		Sponsor Letter, dated as of February 7, 2021, by and among the Company, Legacy Volta, Tortoise Sponsor II LLC and certain holders of Legacy Volta’s founder shares named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 8, 2021).
10.4		Amended and Restated Registration Rights Agreement, dated as of August 26, 2021, by and among Volta, Tortoise Sponsor II LLC and certain other parties
10.5		Lease by and between 155 De Haro Associates LLC and Legacy Volta, dated as of February 8, 2016, as amended on each of April 20, 2016, August 31, 2016 and August 29, 2018.
10.6†		New Volta 2021 Equity Incentive Plan and related forms of award agreements.
10.7†		New Volta Founder Incentive Plan and related forms of award agreements.
10.8†		New Volta Employee Stock Purchase Plan.
10.9†		Employment Agreement, dated December 18, 2018, by and between Scott Mercer and Legacy Volta.
10.10†		Employment Agreement, dated December 18, 2018, by and between Chris Wendel and Legacy Volta.
10.11†		Employment Agreement, dated August 11, 2020, by and between James DeGraw and Legacy Volta.
16.1		Letter to the Securities and Exchange Commission from WithumSmith+Brown, PC, dated September 1, 2021.
21.1		List of Subsidiaries.
99.1		Unaudited condensed consolidated financial statements of Volta Inc., for the six months ended June 30, 2021.
99.2		Unaudited pro forma condensed consolidated combined financial information of Volta Inc., for the six months ended June 30, 2021.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

†

Indicates a management contract or compensatory plan, contract or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Volta Inc.

Date: September 1, 2021	By:	/s/ Scott Mercer
	Name:	Scott Mercer
	Title:	Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF INCORPORATION OF
VOLTA INC.

Article I

The name of this corporation is Volta Inc. (the “Corporation”).

Article II

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

Article III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

Article IV

The name of the incorporator is Vincent T. Cubbage and his mailing address is 6363 College Boulevard, Overland Park, KS 66211.

Article V

Section 1. Total Authorized

1.1 The total number of shares of all classes of stock that the Corporation has authority to issue is 410,000,000 shares, consisting of three (3) classes: 350,000,000 shares of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), 50,000,000 shares of Class B Common Stock, $0.0001 par value per share (“Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”) and 10,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).

1.2 The number of authorized shares of Class A Common Stock or Class B Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law, and no vote of the holders of the Class A Common Stock or Class B Common Stock voting separately as a class shall be required therefor.

Section 2. Preferred Stock

2.1 The Corporation’s Board of Directors (the “Board”) is authorized, subject to any limitations prescribed by the law of the State of Delaware, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of Preferred Stock in one (1) or more series, and, by filing a certificate of designation pursuant to the applicable law of the State of Delaware (the “Certificate of Designation”), to establish from time to time the number of shares to be included in each such series, to fix the designation, vesting, powers (including voting powers), preferences and relative, participating, optional or other rights (and the qualifications, limitations or restrictions thereof) of the shares of each such series and to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series. The number of authorized shares of Preferred Stock may also be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a separate vote of the holders of the Preferred Stock or any series thereof, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law, unless a vote of any such holders is required pursuant to the terms of any Certificate of Designation designating a series of Preferred Stock.

2.2 Except as otherwise expressly provided in any Certificate of Designation designating any series of Preferred Stock pursuant to the foregoing provisions of this Article V, (i) any new series of Preferred Stock may be designated, fixed and determined as provided herein by the Board without approval of the holders of Common Stock or the holders of Preferred Stock, or any series thereof, and (ii) any such new series may have powers, preferences and rights, including, without limitation, voting rights, dividend rights, liquidation rights, redemption rights and conversion rights, senior to, junior to or pari passu with the rights of the Common Stock, the Preferred Stock or any future class or series of Preferred Stock or Common Stock.

Section 3. Rights of Class A Common Stock and Class B Common Stock

3.1 Except as otherwise provided in this Certificate of Incorporation or required by applicable law, shares of Class A Common Stock and Class B Common Stock shall have the same rights and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution or winding up of the Corporation), share ratably and be identical in all respects and as to all matters.

3.2 Except as otherwise expressly provided by this Certificate of Incorporation or as provided by law, the holders of shares of Class A Common Stock and Class B Common Stock shall (a) at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders of the Corporation, (b) be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation (the “Bylaws”) and (c) be entitled to vote upon such matters and in such manner as may be provided by applicable law; provided, however, that, except as otherwise required by law, holders of shares of Class A Common Stock and Class B Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock) that relates solely to the terms of one (1) or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one (1) or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock). Except as otherwise expressly provided herein or required by applicable law, each holder of Class A Common Stock shall have the right to one (1) vote per share of Class A Common Stock held of record by such holder and each holder of Class B Common Stock shall have the right to ten (10) votes per share of Class B Common Stock held of record by such holder.

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3.3 Shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board out of any assets of the Corporation legally available therefor; provided, however, that in the event a dividend is paid in the form of shares of Class A Common Stock or Class B Common Stock (or rights to acquire such shares), then holders of Class A Common Stock shall receive shares of Class A Common Stock (or rights to acquire such shares, as the case may be) and holders of Class B Common Stock shall receive shares of Class B Common Stock (or rights to acquire such shares, as the case may be), with holders of shares of Class A Common Stock and Class B Common Stock receiving, on a per share basis, an identical number of shares of Class A Common Stock or Class B Common Stock, as applicable. Notwithstanding the foregoing, the Board may pay or make a disparate dividend or distribution per share of Class A Common Stock or Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved in advance by both (a) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class A Common Stock and (b) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class B Common Stock, each voting separately as a class.

3.4 Shares of Class A Common Stock or Class B Common Stock may not be subdivided, combined or reclassified unless the shares of the other class are concurrently therewith proportionately subdivided, combined or reclassified in a manner that maintains the same proportionate equity ownership between the holders of the outstanding Class A Common Stock and Class B Common Stock on the record date for such subdivision, combination or reclassification; provided, however, that shares of one (1) such class may be subdivided, combined or reclassified in a different or disproportionate manner if such subdivision, combination or reclassification is approved in advance by both (a) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class A Common Stock and (b) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class B Common Stock, each voting separately as a class.

3.5 Subject to any preferential or other rights of any holders of Preferred Stock then outstanding, upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, holders of Class A Common Stock and Class B Common Stock will be entitled to receive ratably all assets of the Corporation available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such liquidation, dissolution or winding up is approved in advance by both (a) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class A Common Stock and (b) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class B Common Stock, each voting separately as a class.

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3.6 In the case of any distribution or payment in respect of the shares of Class A Common Stock or Class B Common Stock upon the merger or consolidation of the Corporation with or into any other entity, or in the case of any other transaction having an effect on stockholders substantially similar to that resulting from a merger or consolidation, such distribution or payment shall be made ratably on a per share basis among the holders of the Class A Common Stock and Class B Common Stock as a single class; provided, however, that shares of one (1) such class may receive different or disproportionate distributions or payments in connection with such merger, consolidation or other transaction if (i) the only difference in the per share distribution to the holders of the Class A Common Stock and Class B Common Stock is that any securities distributed to the holder of a share Class B Common Stock have ten (10) times the voting power of any securities distributed to the holder of a share of Class A Common Stock, or (ii) such merger, consolidation or other transaction is approved by both (a) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class A Common Stock and (b) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class B Common Stock, each voting separately as a class.

Article VI

Section 1. Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation. Before any holder of Class B Common Stock shall be entitled to convert any of such holder’s shares of such Class B Common Stock into shares of Class A Common Stock, such holder shall deliver an instruction, duly signed and authenticated in accordance with any procedures set forth in the Bylaws or any policies of the Corporation then in effect, at the principal corporate office of the Corporation or of any transfer agent for the Class B Common Stock, and shall give written notice to the Corporation at its principal corporate office of such holder’s election to convert the same and shall state therein the name or names in which the shares of Class A Common Stock issuable on conversion thereof are to be registered on the books of the Corporation. The Corporation shall, as soon as practicable thereafter, register on the Corporation’s books ownership of the number of shares of Class A Common Stock to which such record holder of Class B Common Stock, or to which the nominee or nominees of such record holder, shall be entitled as aforesaid. Such conversion shall be deemed to have occurred immediately prior to the close of business on the date such notice of the election to convert is received by the Corporation, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date.

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Section 2. Each share of Class B Common Stock shall automatically, without further action by the Corporation or the holder thereof, be converted into one (1) fully paid and nonassessable share of Class A Common Stock immediately prior to the close of business on the earliest of (i) ten (10) years from the Effectiveness Date (as defined below); (ii) the date that is twelve (12) months after the death or Permanent Disability (as defined below) of the last to die or become Disabled (as defined below) of the Founders; and (iii) the date specified by the affirmative vote of the holders of Class B Common Stock representing not less than two-thirds (2/3) of the voting power of the outstanding shares of Class B Common Stock, voting separately as a single class (each of the events referred to in (i), (ii) and (iii) are referred to herein as an “Automatic Conversion”). The Corporation shall provide notice of the Automatic Conversion of shares of Class B Common Stock pursuant to this Section 2 of Article VI to record holders of such shares of Class B Common Stock as soon as practicable following the Automatic Conversion. Such notice shall be provided by any means then permitted by the General Corporation Law; provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the Automatic Conversion. Upon and after the Automatic Conversion, the person registered on the Corporation’s books as the record holder of the shares of Class B Common Stock so converted immediately prior to the Automatic Conversion shall be registered on the Corporation’s books as the record holder of the shares of Class A Common Stock issued upon Automatic Conversion of such shares of Class B Common Stock, without further action on the part of the record holder thereof. Immediately upon the effectiveness of the Automatic Conversion, the rights of the holders of shares of Class B Common Stock as such shall cease, and the holders shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock into which such shares of Class B Common Stock were converted.

Section 3. Each share of Class B Common Stock shall automatically, without further action by the Corporation or the holder thereof, be converted into one (1) fully paid and nonassessable share of Class A Common Stock, upon the occurrence of a Transfer (as defined below), other than a Permitted Transfer (as defined below), of such share of Class B Common Stock.

Section 4. The Corporation may, from time to time, establish such policies and procedures, not in violation of applicable law or this Certificate of Incorporation or the Bylaws, relating to the administration of the conversion of shares of the Class B Common Stock into shares of Class A Common Stock as it may deem necessary or advisable. If the Corporation has reason to believe that a Transfer that is not a Permitted Transfer has occurred, the Corporation may request that the purported transferor furnish affidavits or other evidence to the Corporation as it reasonably deems necessary to determine whether a Transfer that is not a Permitted Transfer has occurred, and if such transferor does not within ninety (90) days after the date of such request furnish sufficient (as determined in good faith by the Board) evidence to the Corporation (in the manner provided in the request) to enable the Corporation to determine that no such Transfer has occurred, any such shares of Class B Common Stock, to the extent not previously converted, shall be automatically converted into shares of Class A Common Stock and such conversion shall thereupon be registered on the books and records of the Corporation; provided that the Board may delay such automatic conversion if the applicable Founder is continuing to make good faith efforts to provide affidavits or other evidence reasonably requested by the Corporation as of the ninetieth (90^th) day following such request. In connection with any action of stockholders taken at a meeting, the stock ledger of the Corporation shall be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting of stockholders and the classes of shares held by each such stockholder and the number of shares of each class held by such stockholder.

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Section 5. Definitions.

5.1 “Affiliate” means a Parent, a Subsidiary or any corporation or other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Corporation.

5.2 “Convertible Security” shall mean any evidences of indebtedness, shares or other securities (other than shares of Class B Common Stock), including restricted stock units, convertible into or exchangeable for Class A Common Stock or Class B Common Stock, either directly or indirectly.

5.3 “Director” means a member of the Board of Directors of the Corporation.

5.4 “Effectiveness Date” shall mean the date of the filing of this Certificate of Incorporation.

5.5 “Employee” means any person, including Officers and Directors, employed by the Corporation or any Affiliate of the Corporation. Neither service as a Director nor payment of a director’s fee by the Corporation will be sufficient to constitute “employment” by the Corporation.

5.6 “Founder” shall mean either Scott Mercer or Christopher Wendel.

5.7 “Immediate Family Member” shall mean with respect to a Qualified Stockholder: a spouse, domestic partner, child, grandchild or other lineal descendant (whether natural or adopted) or spouse of a lineal descendant of such individual, father, father-in-law, mother, mother-in-law, brother, step-brother, sister or step-sister.

5.8 “Independent Contractor” means any person, including an advisor, consultant or agent, engaged by the Corporation or an Affiliate to render services to such entity or who renders, or has rendered, services to the Corporation, or any Affiliate and is compensated for such services.

5.9 “Officers” means a person who is an officer of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder.

5.10 “Option” shall mean rights, options, restricted stock units or warrants to subscribe for, purchase or otherwise acquire Class A Common Stock, Class B Common Stock or any Convertible Security.

5.11 “Parent” of an entity shall mean any entity that directly or indirectly owns or controls a majority of the voting power of the voting securities of such entity.

5.12 “Permitted IRA” shall mean an Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code (the “Code”), a “Roth IRA” as defined in Section 408A(b) of the Code or a pension, profit sharing, stock bonus or other type of plan or trust of which a Qualified Stockholder is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the Code; provided, that, in each case such Qualified Stockholder has Voting Control with respect to the shares of Class B Common Stock held in such account, plan or trust.

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5.13 “Permanent Disability” or “Disabled” shall mean a permanent and total disability that has lasted for a continuous period of not less than twelve (12) months as determined by a licensed medical practitioner reasonable acceptable to the Company and the Founder (or, in the case of the Founder’s incapacity, the Founder’s authorized legal representative).

5.14 “Permitted Entity” shall mean with respect to a Qualified Stockholder: (i) any general partnership, limited partnership, limited liability company, corporation, trust or other entity under the Voting Control of, or controlling, or under common control with (a) such Qualified Stockholder and/or (b) any other Permitted Entity of such Qualified Stockholder, or (ii) solely with respect to a Qualified Stockholder that is a venture capital, private equity or similar private investment fund, any general partner, managing member, officer or director of such Qualified Stockholder or an affiliated investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management or advisory company with, such Qualified Stockholder; or (iii) any other corporation, partnership, limited liability company or trust approved by the Board.

5.15 “Permitted Foundation” shall mean with respect to a Qualified Stockholder: a trust, donor-advised fund or charitable organization or organization that is tax-exempt under Section 501(c)(3) of the Code so long as such Qualified Stockholder has Voting Control with respect to the shares of Class B Common Stock held by such trust or organization and the Transfer to such trust does not involve any payment of cash, securities, property or other consideration (other than an interest in such trust or organization) to such Qualified Stockholder.

5.16 “Permitted Transfer” shall mean, and be restricted to, any Transfer of a share of Class B Common Stock: (i) by a Qualified Stockholder to (A) any Permitted Trust of such Qualified Stockholder, (B) any Permitted IRA of such Qualified Stockholder, (C) any Permitted Entity of such Qualified Stockholder, and (D) any Permitted Foundation of such Qualified Stockholder, and (E) any Immediate Family Member of such Qualified Stockholder; or (ii) by a Permitted Trust, Permitted IRA, Permitted Entity or Permitted Foundation of a Qualified Stockholder to (A) such Qualified Stockholder, or (B) any other Permitted Entity, Permitted Trust, Permitted IRA or Permitted Foundation of such Qualified Stockholder.

5.17 “Permitted Transferee” shall mean a transferee of shares of Class B Common Stock received in a Permitted Transfer.

5.18 “Permitted Trust” shall mean with respect to a Qualified Stockholder: (i) a trust for the benefit of such Qualified Stockholder and for the benefit of such Qualified Stockholder and Qualified Stockholder’s Immediate Family Members; (ii) a trust for the benefit of such Qualified Stockholder and/or persons other than such Qualified Stockholder so long as such Qualified Stockholder has Voting Control with respect to the shares of Class B Common Stock held by such trust to such Qualified Stockholder; or (iii) a trust under the terms of which such Qualified Stockholder has retained a “qualified interest” within the meaning of §2702(b)(1) of the Code or a reversionary interest so long as such Qualified Stockholder has Voting Control with respect to the shares of Class B Common Stock held by such trust.

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5.19 “Qualified Stockholder” shall mean: (i) the record holder of a share of Class B Common Stock as of the Effectiveness Date; (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effectiveness Date pursuant to the exercise or conversion of any Option or Convertible Security that, in each case, was outstanding as of the Effectiveness Date (or was issued in connection with a Post-Closing Equity Award Commitment, as such term is defined in the Business Combination Agreement and Plan of Reorganization by and amount Tortoise acquisition Corp. II, SNPR Merger Sub I, Inc., SNPR Merger Sub II, LLC and Volta Industries, dated as of February 7, 2021); (iii) each natural person who, prior to the Effectiveness Date, Transferred shares of capital stock of the Corporation to a Permitted Trust, Permitted IRA, Permitted Entity or Permitted Foundation that is or becomes a Qualified Stockholder; (iv) each natural person who Transferred shares of, or equity awards for, Class B Common Stock (including any Option exercisable or Convertible Security exchangeable for or convertible into shares of Class B Common Stock) to a Permitted Trust, Permitted IRA, Permitted Entity or Permitted Foundation that is or becomes a Qualified Stockholder, and (v) a Permitted Transferee.

5.20 “Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

5.21 “Transfer” of a share of Class B Common Stock shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee that results in a corresponding change in beneficial ownership (and excluding, for example, a transfer to a broker acting in capacity as an agent on behalf of a Qualified Stockholder and not as a principal), or the transfer of, or entering into a binding agreement with respect to, Voting Control over such share by proxy or otherwise; provided, however, that the following shall not be considered a “Transfer” within the meaning of this Section 5 of Article VI:

(i) the granting of a revocable proxy to officers or directors of the Corporation at the request of the Board in connection with actions to be taken at an annual or special meeting of stockholders;

(ii) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders of Class B Common Stock that (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, and (B) does not involve any payment of cash, securities, property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner;

(iii) entering into a voting trust, agreement or arrangement (with or without granting a proxy) pursuant to a written agreement to which the Corporation is a party;

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(iv) the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee shall constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer;

(v) the fact that, as of the Effectiveness Date or at any time after the Effectiveness Date, the spouse of any holder of Class B Common Stock possesses or obtains an interest in such holder’s shares of Class B Common Stock arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a Transfer of such shares of Class B Common Stock (including a Transfer by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or any other court order); or

(vi) in connection with a merger or consolidation of the Corporation with or into any other entity, or in the case of any other transaction having an effect on stockholders substantially similar to that resulting from a merger or consolidation, that has been approved by the Board, the entering into a support, voting, tender or similar agreement or arrangement (in each case, with or without the grant of a proxy) that has also been approved by the Board.

A Transfer shall also be deemed to have occurred with respect to a share of Class B Common Stock beneficially held by an entity that is a Permitted Trust, Permitted IRA, Permitted Entity or Permitted Foundation, if there occurs any act or circumstance that causes such entity to no longer be a Permitted Trust, Permitted IRA, Permitted Entity or Permitted Foundation, as of the date that such entity is no longer a Permitted Trust, Permitted IRA, Permitted Entity or Permitted Foundation.

5.22 “Voting Control” shall mean, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise. A Qualified Stockholder will be deemed to have Voting Control with respect to shares contributed to a donor-advised fund.

Section 6. In the event any shares of Class B Common Stock are converted into shares of Class A Common Stock pursuant to this Article VI, the shares of Class B Common Stock so converted shall be retired and shall not be reissued by the Corporation.

Section 7. Notwithstanding anything to the contrary in Sections 1, 2 or 3 of this Article VI, if the date on which any share of Class B Common Stock is converted into Class A Common Stock pursuant to the provisions of Sections 1, 2 or 3 of this Article VI occurs after the record date for the determination of the holders of Class B Common Stock entitled to receive any dividend or distribution to be paid on the shares of Class B Common Stock, the holder of such shares of Class B Common Stock as of such record date will be entitled to receive such dividend or distribution on such payment date; provided, that, notwithstanding any other provision of this Certificate of Incorporation, to the extent that any such dividend or distribution is payable in shares of Class B Common Stock, such dividend or distribution shall be deemed to have been declared, and shall be payable in, shares of Class A Common Stock and no shares of Class B Common Stock shall be issued in payment thereof.

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Section 8. The Corporation shall at all times reserve and keep available, out of its authorized and unissued shares of Class A Common Stock, solely for the purpose of effecting conversions of shares of Class B Common Stock into Class A Common Stock, such number of duly authorized shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all then-outstanding shares of Class B Common Stock. If at any time the number of authorized and unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Class B Common Stock, the Corporation shall promptly take such corporate action as may be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, obtaining the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation. All shares of Class A Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and non-assessable shares. The Corporation shall take all such action as may be necessary to ensure that all such shares of Class A Common Stock may be so issued without violation of any applicable law or regulation.

Article VII

Section 1. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 2. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the total number of directors constituting the Whole Board (as defined below) shall be fixed from time to time exclusively by resolution adopted by a majority of the Whole Board. For purposes of this Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3. Subject to the special rights of the holders of any series of Preferred Stock to elect directors, the directors shall be divided, with respect to the time for which they severally hold office, into three (3) classes designated as Class I, Class II and Class III, respectively (the “Classified Board”). The Board is authorized to assign members of the Board already in office to such classes of the Classified Board, which assignments shall become effective at the same time the Classified Board becomes effective. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board, with the number of directors in each class to be divided as nearly equal as reasonably possible. The initial term of office of the Class I directors shall expire at the Corporation’s first annual meeting of stockholders following the Effectiveness Date, the initial term of office of the Class II directors shall expire at the Corporation’s second annual meeting of stockholders following the Effectiveness Date and the initial term of office of the Class III directors shall expire at the Corporation’s third annual meeting of stockholders following the Effectiveness Date. At each annual meeting of stockholders following the Effectiveness Date, directors elected to succeed those directors of the class whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. In the event of any increase or decrease in the authorized number of directors (a) each director then serving as such shall nevertheless continue as a director of the class of which the director is a member and (b) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board among the three (3) classes of directors so as to ensure that no one class has more than one (1) director more than any other class.

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Section 4. Each director shall hold office until the annual meeting at which such director’s term expires and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the Corporation given in writing or by any electronic transmission permitted by the Bylaws. Subject to the special rights of the holders of any series of Preferred Stock, no director may be removed from the Board except for cause and only by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors voting together as a single class. In the event of any increase or decrease in the authorized number of directors, (a) each director then serving as such shall nevertheless continue as a director of the class of which the director is a member and (b) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board among the classes of directors so as to ensure that no one class has more than one (1) director more than any other class. To the extent possible, consistent with the foregoing rule, any newly created directorships shall be added to those classes whose terms of office are to expire at the latest dates following such allocation, and any newly eliminated directorships shall be subtracted from those classes whose terms of office are to expire at the earliest dates following such allocation, unless otherwise provided from time to time by resolution adopted by the Board. No decrease in the authorized number of directors constituting the Board shall shorten the term of any incumbent director.

Section 5. Subject to the special rights of the holders of any series of Preferred Stock to elect directors, any vacancy occurring in the Board for any cause, and any newly created directorship resulting from any increase in the authorized number of directors, shall, unless (a) the Board determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders or (b) as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which the director has been assigned expires or until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.

Section 6. Election of directors need not be by written ballot unless the Bylaws shall so provide.

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Article VIII

Section 1. To the fullest extent permitted by law, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.

Section 2. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VIII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.

Article IX

The Board shall have the power to adopt, amend or repeal the Bylaws. Any adoption, amendment or repeal of the Bylaws by the Board shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation (including any Certificate of Designation) or any provision of law that might otherwise permit a lesser or no vote, but in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Certificate of Incorporation (including any Preferred Stock issued pursuant to any Certificate of Designation), the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws; provided, further, that if two-thirds (2/3) of the Whole Board has approved such adoption, amendment or repeal of any provisions of the Bylaws, then only the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws.

Article X

Section 1. Subject to the rights of any series of Preferred Stock then outstanding, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Section 2. Special meetings of stockholders of the Corporation may be called only by the Chairperson of the Board, the Chief Executive Officer, the Lead Independent Director (as defined in the Bylaws) or the Board acting pursuant to a resolution adopted by a majority of the Whole Board, and may not be called by any other person or persons. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting.

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Section 3. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner and to the extent provided in the Bylaws.

Article XI

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation or any stockholder to the Corporation or the Corporation’s stockholders; (iii) any action or proceeding asserting a claim against the Corporation or any current or former director, officer or other employee of the Corporation or any stockholder in such stockholder’s capacity as such arising out of or pursuant to any provision of the General Corporation Law, this Certificate or the Bylaws of the Corporation (as each may be amended from time to time); (iv) any action or proceeding to interpret, apply, enforce or determine the validity of this Certificate or the Bylaws of the Corporation (including any right, obligation or remedy thereunder); (v) any action or proceeding as to which the General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any action asserting a claim against the Corporation or any director, officer or other employee of the Corporation or any stockholder, governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This Article XI shall not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended, or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Any person or entity holding, owning or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI.

Article XII

If any provision of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of this Certificate of Incorporation (including without limitation, all portions of any section of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall remain in full force and effect.

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Article XIII

Section 1. The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation (including any Certificate of Designation) or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by this Certificate of Incorporation (including any Certificate of Designation), and subject to Sections 1 and 2.1 of Article V, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal or adopt any provision inconsistent with Sections 1.2 and 2 of Article V, or Article VI, Article VII, Article VIII, Article IX, Article X, Article XI, Article XII, or this Section 1 of this Article XIII (the “Specified Provisions”); provided, further, that if two-thirds (2/3) of the Whole Board has approved such amendment or repeal of, or any provision inconsistent with, the Specified Provisions, then only the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, the Specified Provisions.

Section 2. Notwithstanding any other provision of this Certificate of Incorporation (including any Certificate of Designation) or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by this Certificate of Incorporation (including any Certificate of Designation), both (i) the affirmative vote of the holders of Class A Common Stock representing at least seventy-five percent (75%) of the voting power of the then-outstanding shares of Class A Common Stock, voting separately as a single class, and (ii) the affirmative vote of the holders of Class B Common Stock representing at least seventy-five percent (75%) of the voting power of the then-outstanding shares of Class B Common Stock, voting separately as single class, shall be required to amend or repeal, or to adopt any provision inconsistent with, Sections 1.2, 2.2, 3 of Article V, Article VI or this Section 2 of Article XIII.

* * *

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I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26^th day of August, 2021.

	/s/ Vincent T. Cubbage
	Vincent T. Cubbage

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Exhibit 3.2

VOLTA INC.

(a Delaware corporation)

BYLAWS

As Adopted August 26, 2021 and

As Effective August 26, 2021

Table of Contents

			Page
Article I STOCKHOLDERS			1
	1.1	Annual Meetings	1
	1.2	Special Meetings	1
	1.3	Notice of Meetings	1
	1.4	Adjournments	2
	1.5	Quorum	2
	1.6	Organization	2
	1.7	Voting; Proxies	3
	1.8	Fixing Date for Determination of Stockholders of Record	3
	1.9	List of Stockholders Entitled to Vote	4
	1.10	Inspectors of Elections	4
	1.11	Notice of Stockholder Business; Nominations	5

Article II BOARD OF DIRECTORS			12
	2.1	Number; Qualifications	12
	2.2	Election; Resignation; Removal; Vacancies	13
	2.3	Regular Meetings	13
	2.4	Special Meetings	13
	2.5	Remote Meetings Permitted	13
	2.6	Quorum; Vote Required for Action	14
	2.7	Organization	14
	2.8	Unanimous Action by Directors in Lieu of a Meeting	14
	2.9	Powers	14
	2.10	Compensation of Directors	14
	2.11	Confidentiality	14

Article III COMMITTEES			15
	3.1	Committees	15
	3.2	Committee Rules	15

Article IV OFFICERS; CHAIRPERSON; LEAD INDEPENDENT DIRECTOR			15
	4.1	Generally	15
	4.2	Chief Executive Officer	16
	4.3	Chairperson of the Board	16

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TABLE OF CONTENTS
(continued)

			Page
	4.4	Lead Independent Director	17
	4.5	President	17
	4.6	Chief Financial Officer	17
	4.7	Treasurer	17
	4.8	Vice President	17
	4.9	Secretary	18
	4.10	Delegation of Authority	18
	4.11	Removal	18

Article V STOCK			18
	5.1	Certificates; Uncertificated Shares	18
	5.2	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares	19
	5.3	Lock-up	19
	5.4	Other Regulations	21

Article VI INDEMNIFICATION			22
	6.1	Indemnification of Officers and Directors	22
	6.2	Advance of Expenses	22
	6.3	Non-Exclusivity of Rights	22
	6.4	Indemnification Contracts	23
	6.5	Right of Indemnitee to Bring Suit	23
	6.6	Nature of Rights	24
	6.7	Insurance	24

Article VII NOTICES			24
	7.1	Notice	24
	7.2	Waiver of Notice	25

Article VIII INTERESTED DIRECTORS			25
	8.1	Interested Directors	25
	8.2	Quorum	26

Article IX MISCELLANEOUS			26
	9.1	Fiscal Year	26
	9.2	Seal	26

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TABLE OF CONTENTS
(continued)

			Page
	9.3	Form of Records	26
	9.4	Reliance Upon Books and Records	26
	9.5	Certificate of Incorporation Governs	27
	9.6	Severability	27
	9.7	Time Periods	27

Article X AMENDMENT			27

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VOLTA INC.

(a Delaware corporation)

BYLAWS

As Adopted August 26, 2021 and

As Effective August 26, 2021

Article I

STOCKHOLDERS

1.1 Annual Meetings.

An annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors (the “Board”) of Volta Inc. (the “Corporation”) shall each year fix. The meeting may be held either at a place, within or without the State of Delaware as permitted by the Delaware General Corporation Law (the “DGCL”), or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.

1.2 Special Meetings.

Special meetings of stockholders for any purpose or purposes shall be called in the manner set forth in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). The special meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board in its sole discretion may determine. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting.

1.3 Notice of Meetings.

Notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by applicable law (including, without limitation, as set forth in Section 7.1.1 of these Bylaws) stating the date, time and place, if any, of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting. In the case of a special meeting, such notice shall also set forth the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation, notice of any meeting of stockholders shall be given not less than ten (10), nor more than sixty (60), days before the date of the meeting to each stockholder of record entitled to vote at such meeting.

1.4 Adjournments.

The chairperson of the meeting shall have the power to adjourn the meeting to another time, date and place (if any). Any meeting of stockholders, annual or special, may be adjourned from time to time, and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. To the fullest extent permitted by law, the Board may postpone, reschedule or cancel any previously scheduled special or annual meeting of stockholders before it is to be held, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 1.3 hereof or otherwise, in which case notice shall be provided to the stockholders of the new date, time and place, if any, of the meeting as provided in Section 1.3 above.

1.5 Quorum.

Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of stock is required by applicable law or the Certificate of Incorporation, the holders of a majority of the voting power of the shares of such class or classes or series of the stock issued and outstanding and entitled to vote on such matter, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to the vote on such matter. If a quorum shall fail to attend any meeting, the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, the holders of a majority of the voting power of the shares entitled to vote who are present in person or represented by proxy at the meeting may adjourn the meeting. Shares of the Corporation’s stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation’s stock held by it in a fiduciary capacity and to count such shares for purposes of determining a quorum. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

1.6 Organization.

Meetings of stockholders shall be presided over by (a) such person as the Board may designate, or (b) in such person’s absence, the Chairperson of the Board, or (c) in such person’s absence, the Lead Independent Director, or, (d) in such person’s absence, the Chief Executive Officer of the Corporation, or (e) in such person’s absence, the President of the Corporation, or (f) in the absence of such person, by a Vice President. Such person shall be the chairperson of the meeting and, subject to Section 1.10 of these Bylaws, shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to such person to be in order. The Secretary of the Corporation shall act as the secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as the secretary of the meeting.

1.7 Voting; Proxies.

Each stockholder of record entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Except as may be required in the Certificate of Incorporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, rule or regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter (or if there are two (2) or more classes or series of stock entitled to vote as separate classes, then in the case of each class or series, the holders of a majority of the voting power of the shares of stock of that class or series present in person or represented by proxy at the meeting voting for or against such matter).

1.8 Fixing Date for Determination of Stockholders of Record.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to notice of or to vote at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which shall not be more than sixty (60) days prior to such action. If no such record date is fixed by the Board, then the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

1.9 List of Stockholders Entitled to Vote.

The Secretary shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, (a) on a reasonably accessible electronic network as permitted by applicable law (provided that the information required to gain access to the list is provided with the notice of the meeting), or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is held at a location where stockholders may attend in person, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting. Except as otherwise provided by law, the list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

1.10 Inspectors of Elections.

1.10.1 Applicability. Unless otherwise required by the Certificate of Incorporation or by the DGCL, the following provisions of this Section 1.10 shall apply only if and when the Corporation has a class of voting stock that is: (a) listed on a national securities exchange; (b) authorized for quotation on an interdealer quotation system of a registered national securities association; or (c) held of record by more than two thousand (2,000) stockholders. In all other cases, observance of the provisions of this Section 1.10 shall be optional, and at the discretion of the Board.

1.10.2 Appointment. The Corporation shall, in advance of any meeting of stockholders, appoint one (1) or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one (1) or more inspectors to act at the meeting.

1.10.3 Inspector’s Oath. Each inspector of election, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

1.10.4 Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (a) ascertain the number of shares outstanding and the voting power of each share, (b) determine the shares represented at a meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

1.10.5 Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced by the chairperson of the meeting at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware, upon application by a stockholder, shall determine otherwise.

1.10.6 Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with proxies pursuant to Section 211(a)(2)b.(i) of the DGCL, or in accordance with Sections 211(e) or 212(c)(2) of the DGCL, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification of their determinations pursuant to this Section 1.10 shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

1.11 Notice of Stockholder Business; Nominations.

1.11.1 Annual Meeting of Stockholders.

(a) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only: (i) pursuant to the Corporation’s notice of such meeting (or any supplement thereto), (ii) by or at the direction of the Board or any committee thereof or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 1.11 (the “Record Stockholder”), who is entitled to vote at such meeting and who complies with the notice and other procedures set forth in this Section 1.11 in all applicable respects. For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to make nominations or propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)), at an annual meeting of stockholders, and such stockholder must fully comply with the notice and other procedures set forth in this Section 1.11 to make such nominations or propose business before an annual meeting.

(b) For nominations or other business to be properly brought before an annual meeting by a Record Stockholder pursuant to Section 1.11.1(a) of these Bylaws:

(i) the Record Stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and provide any updates or supplements to such notice at the times and in the forms required by this Section 1.11;

(ii) such other business (other than the nomination of persons for election to the Board) must otherwise be a proper matter for stockholder action;

(iii) if the Proposing Person (as defined below) has provided the Corporation with a Solicitation Notice (as defined below), such Proposing Person must, in the case of a proposal other than the nomination of persons for election to the Board, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such Record Stockholder, and must, in either case, have included in such materials the Solicitation Notice; and

(iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section 1.11, the Proposing Person proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 1.11.

To be timely, a Record Stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (except in the case of the Corporation’s first annual meeting following the closing of the Transaction (as defined below), for which such notice shall be timely if delivered in the same time period as if such meeting were a special meeting governed by Section 1.11.2 of these Bylaws); provided, however, that in the event that no annual meeting was held during the preceding year or the date of the annual meeting is more than thirty (30) days before, or more than sixty (60) days after, such anniversary date, notice by the Record Stockholder to be timely must be so delivered (A) no earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and (B) no later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which Public Announcement (as defined below) of the date of such meeting is first made by the Corporation. In no event shall an adjournment or postponement of an annual meeting for which notice has been given commence a new time period (or extend any time period) for providing the Record Stockholder’s notice. Such Record Stockholder’s notice shall set forth:

(x) as to each person whom the Record Stockholder proposes to nominate for election or reelection as a director:

(i) the name, age, business address and residence address of such person;

(ii) the principal occupation or employment of such nominee;

(iii) the class, series and number of any shares of stock of the Corporation that are beneficially owned or owned of record by such person or any Associated Person (as defined in Section 1.11.3(c));

(iv) the date or dates such shares were acquired and the investment intent of such acquisition;

(v) all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or would be otherwise required, in each case pursuant to and in accordance with Section 14(a) (or any successor provision) under the Exchange Act and the rules and regulations thereunder (including such person’s written consent to being named in the proxy statement as a nominee, to the public disclosure of information regarding or related to such person provided to the Corporation by such person or otherwise pursuant to this Section 1.11 and to serving as a director if elected); and

(vi) whether such person meets the independence requirements of the stock exchange upon which the Corporation’s Class A Common Stock is primarily traded.

(y) as to any other business that the Record Stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the text of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such Proposing Person, including any anticipated benefit to any Proposing Person therefrom; and

(z) as to the Proposing Person giving the notice:

(i) the current name and address of such Proposing Person, including, if applicable, their name and address as they appear on the Corporation’s stock ledger, if different;

(ii) the class or series and number of shares of stock of the Corporation that are directly or indirectly owned of record or beneficially owned by such Proposing Person, including any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future;

(iii) whether and the extent to which any derivative interest in the Corporation’s equity securities (including without limitation any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of the Corporation or otherwise, and any cash-settled equity swap, total return swap, synthetic equity position or similar derivative arrangement, as well as any rights to dividends on the shares of any class or series of shares of the Corporation that are separated or separable from the underlying shares of the Corporation) or any short interest in any security of the Corporation (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any increase or decrease in the value of the subject security, including through performance-related fees) is held directly or indirectly by or for the benefit of such Proposing Person, including without limitation whether and the extent to which any ongoing hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including without limitation any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Proposing Person with respect to any share of stock of the Corporation;

(iv) any other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand;

(v) any direct or indirect material interest in any material contract or agreement with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement);

(vi) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) (or any successor provision) under the Exchange Act and the rules and regulations thereunder (the disclosures to be made pursuant to the foregoing clauses (iv) through (vi) are referred to as “Disclosable Interests”). For purposes hereof “Disclosable Interests” shall not include any information with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner;

(vii) such Proposing Person’s written consent to the public disclosure of information provided to the Corporation pursuant to this Section 1.11;

(viii) a complete written description of any agreement, arrangement or understanding (whether oral or in writing) (including any knowledge that another person or entity is Acting in Concert (as defined in Section 1.11.3(c)) with such Proposing Person) between or among such Proposing Person, any of its respective affiliates or associates and any other person Acting in Concert with any of the foregoing persons;

(ix) as to each person whom such Proposing Person proposes to nominate for election or re-election as a director, any agreement, arrangement or understanding of such person with any other person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director known to such Proposing Person after reasonable inquiry;

(x) a representation that the Record Stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination;

(xi) a representation whether such Proposing Person intends (or is part of a group that intends) to deliver a proxy statement or form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent being a “Solicitation Notice”); and

(xii) any proxy, contract, arrangement, or relationship pursuant to which the Proposing Person has a right to vote, directly or indirectly, any shares of any security of the Corporation.

A stockholder providing written notice required by this Section 1.11 will update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the meeting and (ii) the close of business on the fifth (5th) business day prior to the meeting and, in the event of any adjournment or postponement thereof, the close of business on the fifth (5th) business day prior to such adjourned or postponed meeting. In the case of an update and supplement pursuant to clause (i) of the foregoing sentence, such update and supplement will be received by the Secretary of the Corporation at the principal executive office of the Corporation not later than five (5) business days after the record date for the meeting, and in the case of an update and supplement pursuant to clause (ii) of the foregoing sentence, such update and supplement will be received by the Secretary of the Corporation at the principal executive office of the Corporation not later than two (2) business days prior to the date for the meeting, and, in the event of any adjournment or postponement thereof, two (2) business days prior to such adjourned or postponed meeting.

(c) Notwithstanding anything in the second sentence of Section 1.11.1(b) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no Public Announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least ninety (90) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or sixty (60) days after such anniversary date, at least ninety (90) days prior to such annual meeting), a stockholder’s notice required by this Section 1.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation no later than the close of business on the tenth (10th) day following the day on which such Public Announcement is first made by the Corporation.

(d) Notwithstanding anything in Section 1.11 or any other provision of the Bylaws to the contrary, any person who has been determined by a majority of the Whole Board to have violated Section 2.11 of these Bylaws or a Board Confidentiality Policy (as defined below) while serving as a director of the Corporation in the preceding five (5) years shall be ineligible to be nominated or serve as a member of the Board, absent a prior waiver for such nomination or service approved by two-thirds of the Whole Board.

1.11.2 Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting (a) by or at the direction of the Board or any committee thereof or (b) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice and other procedures set forth in this Section 1.11 in all applicable respects. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 1.11.1(b) of these Bylaws shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation (i) no earlier than the one hundred twentieth (120th) day prior to such special meeting and (ii) no later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

1.11.3 General.

(a) Only such persons who are nominated in accordance with the procedures set forth in this Section 1.11 shall be eligible to be elected at a meeting of stockholders and serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.11. Except as otherwise provided by law or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.11 and, if any proposed nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 1.11, unless otherwise required by law, if the stockholder (or a Qualified Representative of the stockholder (as defined below)) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(b) Notwithstanding the foregoing provisions of this Section 1.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 1.11 shall be deemed to affect any rights of (a) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

(A) a person shall be deemed to be “Acting in Concert” with another person if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or toward a common goal relating to the management, governance or control of the Corporation in substantial parallel with, such other person where (1) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes and (2) at least one additional factor suggests that such persons intend to act in concert or in substantial parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions or making or soliciting invitations to act in concert or in substantial parallel; provided, that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, Section 14(a) (or any successor provision) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person;

(B) “Associated Person” shall mean with respect to any subject stockholder or other person (including any proposed nominee) (1) any person directly or indirectly controlling, controlled by or under common control with such stockholder or other person, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or other person, (3) any associate (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)), of such stockholder or other person, and (4) any person directly or indirectly controlling, controlled by or under common control or Acting in Concert with any such Associated Person;

(C) “Proposing Person” shall mean (1) the stockholder providing the notice of business proposed to be brought before an annual meeting or nomination of persons for election to the Board at a stockholder meeting, (2) the beneficial owner or beneficial owners, if different, on whose behalf the notice of business proposed to be brought before the annual meeting or nomination of persons for election to the Board at a stockholder meeting is made, and (3) any Associated Person on whose behalf the notice of business proposed to be brought before the annual meeting or nomination of persons for election to the Board at a stockholder meeting is made;

(D) “Public Announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; and

(E) to be considered a “Qualified Representative” of a stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as a proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction thereof, at the annual meeting; provided, however, that if the stockholder is (1) a general or limited partnership, any general partner or person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership shall be deemed a Qualified Representative, (2) a corporation or a limited liability company, any officer or person who functions as the substantial equivalent of an officer of the corporation or limited liability company or any officer, director, general partner or person who functions as an officer, director or general partner of any entity ultimately in control of the corporation or limited liability company shall be deemed a Qualified Representative or (z) a trust, any trustee of such trust shall be deemed a Qualified Representative. The Secretary of the Corporation, or any other person who shall be appointed to serve as the secretary of the meeting, may require, on behalf of the Corporation, reasonable and appropriate documentation to verify the status of a person purporting to be a “Qualified Representative” for purposes hereof.

Article II

BOARD OF DIRECTORS

2.1 Number; Qualifications.

The total number of directors constituting the Board (the “Whole Board”) shall be fixed from time to time in the manner set forth in the Certificate of Incorporation. No decrease in the authorized number of directors constituting the Whole Board shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

2.2 Election; Resignation; Removal; Vacancies.

Election of directors need not be by written ballot. Unless otherwise provided by the Certificate of Incorporation and subject to the special rights of holders of any series of Preferred Stock to elect directors, the Board shall be divided into three (3) classes, designated as Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the Whole Board. Each director shall hold office until the annual meeting at which such director’s term expires and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Any director may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal office or to the Chairperson of the Board, the Chief Executive Officer, or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at a later time or upon the happening of an event. Subject to the special rights of holders of any series of Preferred Stock to elect directors, directors may be removed only as provided by the Certificate of Incorporation and applicable law. All vacancies occurring in the Board and any newly created directorships resulting from any increase in the authorized number of directors shall be filled in the manner set forth in the Certificate of Incorporation.

2.3 Regular Meetings.

Regular meetings of the Board may be held at such places, within or without the State of Delaware, and at such times as the Board may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board.

2.4 Special Meetings.

Special meetings of the Board may be called by the Chairperson of the Board, the Chief Executive Officer, or President, the Lead Independent Director or by resolution adopted by a majority of the Whole Board and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

2.5 Remote Meetings Permitted.

Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other remote communications by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other remote communications shall constitute presence in person at such meeting.

2.6 Quorum; Vote Required for Action.

At all meetings of the Board, a majority of the Whole Board shall constitute a quorum for the transaction of business. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time without further notice thereof. Except as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

2.7 Organization.

Meetings of the Board shall be presided over by (a) the Chairperson of the Board, or (b) in such person’s absence, the Lead Independent Director, or (c) in such person’s absence, by the Chief Executive Officer, or (d) in such person’s absence, by a chairperson chosen by the Board at the meeting. The Secretary shall act as the secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as the secretary of the meeting.

2.8 Unanimous Action by Directors in Lieu of a Meeting.

Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as applicable. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.9 Powers.

Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

2.10 Compensation of Directors.

Members of the Board, as such, may receive, pursuant to a resolution of the Board, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board.

2.11 Confidentiality.

Each director shall maintain the confidentiality of, and shall not share with any third party person or entity (including third parties that originally sponsored, nominated or designated such director (the “Sponsoring Party”)), any non-public information learned in their capacities as directors, including communications among Board members in their capacities as directors. The Board may adopt a board confidentiality policy further implementing and interpreting this bylaw (a “Board Confidentiality Policy”). All directors are required to comply with this bylaw and any such Board Confidentiality Policy unless such director or the Sponsoring Party for such director has entered into a specific written agreement with the Corporation, in either case as approved by the Board, providing otherwise with respect to such confidential information.

Article III

COMMITTEES

3.1 Committees.

The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it, but no such committee shall have the power or authority in reference to the following matters: (a) approving, adopting or recommending to the stockholders any action or matter (other than the election or removal of members of the Board) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation.

3.2 Committee Rules.

Each committee shall keep records of its proceedings and make such reports as the Board may from time to time request. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws. Except as otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, any committee may create one (1) or more subcommittees, each subcommittee to consist of one (1) or more members of the committee, and may delegate to any such subcommittee any or all of the powers and authority of the committee.

Article IV

OFFICERS; CHAIRPERSON; LEAD INDEPENDENT DIRECTOR

4.1 Generally.

The officers of the Corporation shall consist of a Chief Executive Officer (who may be the Chairperson of the Board or the President), a President, a Secretary and a Treasurer and may consist of such other officers, including, without limitation, a Chief Financial Officer and one (1) or more Vice Presidents, as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that the Board may empower the Chief Executive Officer of the Corporation to appoint any officer other than the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer. Except as otherwise provided by law, by the Certificate of Incorporation or these Bylaws, each officer shall hold office until such officer’s successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal. Any number of offices may be held by the same person. Any officer may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal office or to the Chairperson of the Board, the Chief Executive Officer or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board and the Board may, in its discretion, leave unfilled, for such period as it may determine, any offices. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal.

4.2 Chief Executive Officer.

Subject to the control of the Board and such supervisory powers, if any, as may be given by the Board, the powers and duties of the Chief Executive Officer of the Corporation are:

(a) to act as the general manager and, subject to the control of the Board, to have general supervision, direction and control of the business and affairs of the Corporation;

(b) subject to Article I, Section 1.6 of these Bylaws, to preside at all meetings of the stockholders;

(c) subject to Article I, Section 1.2 of these Bylaws, to call special meetings of the stockholders to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as the Chief Executive Officer shall deem proper;

(d) to affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; and

(e) to sign certificates for shares of stock of the Corporation (if any);

(f) and, subject to the direction of the Board, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.

The person holding the office of President shall be the Chief Executive Officer of the Corporation unless the Board shall designate another officer to be the Chief Executive Officer.

4.3 Chairperson of the Board.

Subject to the provisions of Section 2.7 of these Bylaws, the Chairperson of the Board shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe.

4.4 Lead Independent Director.

The Board may, in its discretion, elect a lead independent director from among its members that are Independent Directors (as defined below) (such director, the “Lead Independent Director”). The Lead Independent Director shall preside at all meetings at which the Chairperson of the Board is not present and shall exercise such other powers and duties as may from time to time be assigned to such person by the Board or as prescribed by these Bylaws. For purposes of these Bylaws, “Independent Director” has the meaning ascribed to such term under the rules of the exchange upon which the Corporation’s Class A Common Stock is primarily traded.

4.5 President.

The person holding the office of Chief Executive Officer shall be the President of the Corporation unless the Board shall have designated one (1) individual as the President and a different individual as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board to the Chairperson of the Board, and/or to any other officer, the President shall have the responsibility for the general management and control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board.

4.6 Vice President.

Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President or that are delegated to such Vice President by the Board or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer or President in the event of the Chief Executive Officer’s or President’s absence or disability.

4.7 Chief Financial Officer.

The person holding the office of Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer, or as the Board may from time to time prescribe.

4.8 Treasurer.

The person holding the office of Treasurer shall have custody of all monies and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board or the Chief Executive Officer may from time to time prescribe.

4.9 Secretary.

The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board or the Chief Executive Officer may from time to time prescribe.

4.10 Delegation of Authority.

The Board may from time to time delegate the powers or duties of any officer of the Corporation to any other officers or agents of the Corporation, notwithstanding any provision hereof.

4.11 Removal.

Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board; provided, that if the Board has empowered the Chief Executive Officer to appoint any officer of the Corporation, then such officer may also be removed by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

Article V

STOCK

5.1 Certificates; Uncertificated Shares.

The shares of capital stock of the Corporation shall be uncertificated shares; provided, however, that the resolution of the Board that the shares of capital stock of the Corporation shall be uncertificated shares shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or the transfer agent or registrar, as the case may be). Notwithstanding the foregoing, the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be certificated shares. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation, by the Chairperson or Vice-Chairperson of the Board, the Chief Executive Officer or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares.

The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

5.3 Lock-up Holders.

5.3.1 Lock-Up Holders. Subject to Section 5.3.2, the holders (the “Lock-up Holders”) of Class A Common Stock and Class B Common Stock of the Corporation issued (a) as consideration pursuant to the merger (the “Transaction”) of SNPR Merger Sub I, Inc., a Delaware corporation (“Merger Sub”), with and into Volta Industries, Inc., a Delaware corporation (the “Target”), pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of February 6, 2021 (the “Business Combination Agreement”), by and among Tortoise Acquisition Corp. II, Merger Sub, SNPR Merger Sub II, LLC and the Target or (b) to directors, officers, employees and former employees of the Corporation upon the settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following the closing of the Transaction in respect of awards of Volta Industries, Inc. outstanding immediately prior to the closing of the Transaction (such shares referred to in Section 5.3.1(b), the “Equity Award Shares”) and (c) upon the exercise of warrants, options or other convertible securities outstanding as of immediately following the closing of the Transaction in respect of warrants, options or other convertible securities of Volta Industries, Inc. outstanding immediately prior to the closing of the Transaction (“Convertible Security Shares”), may not Transfer any Lock-up Shares until the end of the Lock-up Period (the “Lock-up”).

5.3.2 Permitted Transferees. Notwithstanding the provisions set forth in Section 5.3.1, the Lock-up Holders or their respective Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (a) to (i) to any of such Lock-Up Holder’s Permitted Transferees, upon written notice to the Corporation; (ii) the Corporation’s officers or directors, (iii) any affiliates or family members of the Corporation’s officers or directors, (iv) any direct or indirect partners, members or equity holders of such Lock-up Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or (v) the other Lock-up Holders or any direct or indirect partners, members or equity holders of the other Lock-up Holders, any affiliates of the other Lock-up Holders or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (b) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (c) in the case of an individual, pursuant to a qualified domestic relations order; (d) to the partners, members or equity holders of such Lock-up Holder by virtue of the Lock-up Holder’s organizational documents, as amended, upon dissolution of the Lock-up Holder; (e) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (f) to the Corporation (including dispositions to the Corporation upon exercise of such party’s right to repurchase or reacquire any Corporation securities in the event the Lock-Up Holder (or a related service provider) ceases to provide services to the Corporation, including, without limitation, the equity incentive plans, “early exercise” documents or other arrangements of the Corporation); (g) pursuant to the exercise or settlement of any options, restricted stock units, warrants, other convertible securities or other equity awards to purchase securities of the Corporation (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, that any securities issued upon such exercise shall be subject to the restrictions set forth in Section 5.3.2 (except as provided in clause (h)); (h)(i) through a broker-assisted “cashless” exercise or settlement to satisfy tax withholding or other tax obligations at up to statutory maximum rates pursuant to the Corporation’s or its Affiliates’ equity incentive plans, awards or arrangements, or (ii) (A) to repay or settle any loan or loans held by any third party financier as a result of a refinancing of any loan previously made by the Corporation or any of its Affiliates to or for the benefit of the Lock-Up Holder in connection with the Lock-Up Holder’s “early-exercise” of any options to purchase shares of common stock of the Corporation (including any such loan proceeds made to enable the Lock-Up Holder to satisfy the exercise price of any such options or any withholding or other income tax obligations in connection therewith) or (B) the Lock-Up Holder’s payment for withholding taxes in connection with the delivery of shares of common stock pursuant to an equity award; or (i) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or similar transaction approved by the Board or a duly authorized committee thereof or other similar transaction which results in substantially all of the Corporation’s stockholders having the right to exchange their shares of Class A Common Stock and Class B Common Stock for cash, securities or other property subsequent to the closing date of the Transaction; provided, that in connection with any Transfer of such Lock-Up Shares in the foregoing clauses (a) through (e) and (h)(ii)(A), the restrictions and obligations contained in Section 5.3.1 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares.

5.3.3 Authority. Notwithstanding the other provisions set forth in this Section 5.3, the Board may, in its sole discretion, determine to waive, amend, or repeal the Lock-up obligations set forth herein; provided, that, any such waiver, amendment or repeal of any Lock-up obligations set forth herein shall require, in addition to any other vote of the members of the Board required to take such action pursuant to these Bylaws or applicable law, the affirmative vote of the majority of the independent directors.

5.3.4 Definitions. For purposes of this Section 5.3:

(a) the term “Affiliate” of a specified person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person;

(b) the term “Family Member” means with respect to any individual, a spouse, domestic partner, child, grandchild or other lineal descendant (whether natural or adopted) or spouse of a lineal descendant of such individual, father, father-in-law, mother, mother-in-law, brother, step-brother, or sister or step-sister or any trust created for the benefit of such individual or of which any of the foregoing is a beneficiary;

(c) the term “Lock-up Period” means the period beginning on the closing date of the Transaction and ending on the date that is 180 days after the closing date of the Transaction;

(d) the term “Lock-up Shares” means the shares of Class A Common Stock and Class B Common Stock held by the Lock-up Holders immediately following the closing of the Transaction and the Equity Award Shares and the Convertible Security Shares; provided, that, for clarity, shares of Class A Common Stock issued in connection with the Domestication (as defined in the Business Combination Agreement) or the PIPE Investment (as defined in the Business Combination Agreement) or upon exercise of warrants issued in connection with the Domestication shall not constitute Lock-up Shares;

(e) the term “Permitted Transferees” means with respect to any Person, (i) any Family Member of such Person, (ii) any Affiliate of such Person or to any investment fund or other entity controlled or managed by such Person, (iii) any Affiliate of any Family Member of such Person, (iv) if the Lock-Up Holder is a corporation, partnership, limited liability company or other business entity, its stockholders, partners, members or other equityholders, (v) the Corporation in connection with the repurchase of shares of its capital stock issued pursuant to equity awards granted under a stock incentive plan or other equity award plan and (vi) a tax-exempt or charitable organization, or a donor-advised fund;

(f) the term “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government; and

(g) the term “Transfer” means any direct or indirect sale, assignment, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, pledge, hypothecation, disposition, loan or other transfer, excluding the consummation of the transactions contemplated hereby and the Business Combination Agreement.

5.4 Other Regulations.

Subject to applicable law, the Certificate of Incorporation and these Bylaws, the issue, transfer, conversion and registration of shares represented by certificates and of uncertificated shares shall be governed by such other regulations as the Board may establish.

Article VI

INDEMNIFICATION

6.1 Indemnification of Officers and Directors.

Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, legislative or any other type whatsoever (a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing, subject to Section 6.5 of these Bylaws, the Corporation shall indemnify any such Indemnitee seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board or such indemnification is authorized by an agreement approved by the Board.

6.2 Advance of Expenses.

Except as otherwise provided in a written indemnification contract between the Corporation and an Indemnitee, the Corporation shall pay on a current and as-incurred basis all expenses (including attorneys’ fees) incurred by an Indemnitee in defending any Proceeding in advance of its final disposition; provided, however, that if the DGCL then so requires, the advancement of such expenses shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay such amounts if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VI or otherwise.

6.3 Non-Exclusivity of Rights.

The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.

6.4 Indemnification Contracts.

The Board is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification or advancement rights to such person. Such rights may be greater than those provided in this Article VI.

6.5 Right of Indemnitee to Bring Suit.

The following shall apply to the extent not in conflict with any indemnification contract provided for in Section 6.4 of these Bylaws.

6.5.1 Right to Bring Suit. If a claim under Section 6.1 or 6.2 of these Bylaws is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid, to the fullest extent permitted by law, the expense of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met any applicable standard of conduct which makes it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the Indemnitee for the amount claimed.

6.5.2 Effect of Determination. Neither the absence of a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in applicable law, nor an actual determination that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.

6.5.3 Burden of Proof. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI, or otherwise, shall be on the Corporation.

6.6 Nature of Rights.

The rights conferred upon Indemnitees in this Article VI shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, repeal or modification of any provision of this Article VI that adversely affects any right of an Indemnitee or an Indemnitee’s successors shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, repeal or modification.

6.7 Insurance.

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Article VII

NOTICES

7.1 Notice.

7.1.1 Form and Delivery. Except as otherwise specifically required in these Bylaws (including, without limitation, Section 7.1.2 of these Bylaws) or by applicable law, all notices required to be given pursuant to these Bylaws shall be in writing and may (a) in every instance in connection with any delivery to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by overnight express courier, facsimile, electronic mail or other form of electronic transmission and (b) be effectively delivered to a stockholder when given by hand delivery, by depositing such notice in the mail, postage prepaid or, if specifically consented to by the stockholder as described in Section 7.1.2 of these Bylaws, by sending such notice by facsimile, electronic mail or other form of electronic transmission. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation. The notice shall be deemed given: (a) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person; (b) in the case of delivery by mail, upon deposit in the mail; (c) in the case of delivery by overnight express courier, when dispatched; and (d) in the case of delivery via facsimile, electronic mail or other form of electronic transmission, at the time provided in Section 7.1.2 of these Bylaws.

7.1.2 Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given in accordance with Section 232 of the DGCL. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 7.1.2 shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.

7.1.3 Affidavit of Giving Notice. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 Waiver of Notice.

Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

Article VIII

INTERESTED DIRECTORS

8.1 Interested Directors.

No contract or transaction between the Corporation and one (1) or more of its members of the Board or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one (1) or more of its directors or officers are members of the board of directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because such director’s or officer’s votes are counted for such purpose, if: (a) the material facts as to such director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to such director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof, or the stockholders.

8.2 Quorum.

Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Article IX

MISCELLANEOUS

9.1 Fiscal Year.

The fiscal year of the Corporation shall be determined by resolution of the Board.

9.2 Seal.

The Board may provide for a corporate seal, which may have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board.

9.3 Form of Records.

Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of any other information storage device or method, electronic or otherwise, provided, that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the DGCL.

9.4 Reliance Upon Books and Records.

A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person’s duties, be fully protected in relying in good faith upon the books and records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

9.5 Certificate of Incorporation Governs.

In the event of any conflict between the provisions of the Certificate of Incorporation and Bylaws, the provisions of the Certificate of Incorporation shall govern.

9.6 Severability.

If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full force and effect.

9.7 Time Periods.

In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

Article X

AMENDMENT

Notwithstanding any other provision of these Bylaws, any alteration, amendment or repeal of these Bylaws, and any adoption of new Bylaws, shall require the approval of the Board or the stockholders of the Corporation as expressly provided in the Certificate of Incorporation.

CERTIFICATION OF BYLAWS

VOLTA INC.

(a Delaware corporation)

I, James DeGraw, certify that I am Secretary of Volta INC., a Delaware corporation (the “Corporation”), that I am duly authorized to make and deliver this certification and that the attached Bylaws are a true and complete copy of the Bylaws of the Corporation in effect as of the date of this certificate.

Dated: August 26, 2021	/s/ James DeGraw
	James DeGraw
	General Counsel and Corporate Secretary

Exhibit 4.1

Exhibit 4.2

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.

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;

(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

(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;

(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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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]

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

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

Exhibit 10.1

Volta Inc.

Indemnification Agreement

This Indemnification Agreement (this “Agreement”) is made as of August 26, 2021, by and between Volta Inc., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).

RECITALS

The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee may not be willing to continue to serve in Indemnitee’s current capacity with the Company without additional protection. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, officers and key employees so as to provide them with the maximum protection permitted by law.

AGREEMENT

In consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:

1. Indemnification.

(a) Third-Party Proceedings. To the fullest extent permitted by applicable law, as such may be amended from time to time, the Company shall indemnify Indemnitee, if Indemnitee was, is or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in the Company’s favor), against all Expenses, judgments, fines, losses, liabilities, penalties, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld, conditioned or delayed) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b) Proceedings By or in the Right of the Company. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee was, is or is threatened to be made a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in the Company’s favor, against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) Success on the Merits. To the fullest extent permitted by applicable law and to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. Without limiting the generality of the foregoing, if Indemnitee is successful on the merits or otherwise as to one or more but less than all claims, issues or matters in a Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable law. If any Proceeding is disposed of on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of guilty by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal Proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

(d) Witness Expenses. To the fullest extent permitted by applicable law and to the extent that Indemnitee is a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding.

2. Indemnification Procedure.

(a) Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

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(b) Notice and Cooperation by Indemnitee. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter for which indemnification will or could be sought under this Agreement. Such notice to the Company shall include a description of the nature of, and facts underlying, the Proceeding, shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 13(e) below. In addition, Indemnitee shall give the Company such additional information and cooperation as the Company may reasonably request. Indemnitee’s failure to so notify, provide information and otherwise cooperate with the Company shall not relieve the Company of any obligation that it may have to Indemnitee under this Agreement, except to the extent that the Company is adversely affected by such failure.

(i) Final Disposition. Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

(ii) Determination and Payment. Subject to the foregoing, promptly after receipt of a statement requesting payment with respect to the indemnification rights set forth in Section 1, to the extent required by applicable law, the Company shall take the steps necessary to authorize such payment in the manner set forth in Section 145 of the Delaware General Corporation Law. The Company shall pay any claims made under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification or advancement of Expenses, within thirty (30) days after a written request for payment thereof has first been received by the Company, and if such claim is not paid in full within such thirty (30) day-period, Indemnitee may, but need not, at any time thereafter bring an action against the Company in the Delaware Court of Chancery to recover the unpaid amount of the claim and, subject to Section 12, Indemnitee shall also be entitled to be paid for all Expenses actually and reasonably incurred by Indemnitee in connection with bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for advancement of Expenses under Section 2(a)) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption with clear and convincing evidence to the contrary. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, in the case of a criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. In addition, it is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. If any requested determination with respect to entitlement to indemnification hereunder has not been made within ninety (90) days after the final disposition of the Proceeding, the requisite determination that Indemnitee is entitled to indemnification shall be deemed to have been made.

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(iii) Change of Control. Notwithstanding any other provision in this Agreement, if a Change of Control has occurred, any person or body appointed by the Board of Directors in accordance with applicable law to review the Company’s obligations hereunder and under applicable law shall be Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, will render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees unless (i) the Company otherwise determines or (ii) any Indemnitee shall provide a written statement setting forth in detail a reasonable objection to such Independent Counsel representing other indemnitees under agreements similar to this Agreement.

(d) Payment Directions. To the extent payments are required to be made hereunder, the Company shall, in accordance with Indemnitee’s request (but without duplication), (i) pay such Expenses on behalf of Indemnitee, (ii) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (iii) reimburse Indemnitee for such Expenses.

(e) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The Company shall provide to Indemnitee: (i) copies of all potentially applicable directors’ and officers’ liability insurance policies, (ii) a copy of such notice delivered to the applicable insurers, and (iii) copies of all subsequent correspondence between the Company and such insurers regarding the Proceeding, in each case substantially concurrently with the delivery or receipt thereof by the Company.

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(f) Defense of Claim and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to advance Expenses with respect to any Proceeding, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do, and upon Indemnitee providing signed, written consent to such assumption, which shall not be unreasonably withheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. In addition, if there exists a potential, but not an actual conflict of interest between the Company and Indemnitee, the actual and reasonable legal fees and expenses incurred by Indemnitee for separate counsel retained by Indemnitee to monitor the Proceeding (so that such counsel may assume Indemnitee’s defense if the conflict of interest between the Company and Indemnitee becomes an actual conflict of interest) shall be deemed to be Expenses that are subject to indemnification hereunder. The existence of an actual or potential conflict of interest, and whether such conflict may be waived, shall be determined pursuant to the rules of attorney professional conduct and applicable law. The Company shall not be required to obtain the consent of Indemnitee for the settlement of any Proceeding the Company has undertaken to defend if the Company assumes full and sole responsibility for each such settlement; provided, however, that the Company shall be required to obtain Indemnitee’s prior written approval, which shall not be unreasonably withheld, before entering into any settlement which (1) does not grant Indemnitee a complete release of liability, (2) would impose any penalty or limitation on Indemnitee, or (3) would admit any liability or misconduct by Indemnitee.

3. Additional Indemnification Rights.

(a) Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested members of the Company’s Board of Directors, the Delaware General Corporation Law, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office.

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(c) Interest on Unpaid Amounts. If any payment to be made by the Company to Indemnitee hereunder is delayed by more than ninety (90) days from the date the duly prepared request for such payment is received by the Company, interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies or is obligated to indemnify for the period commencing with the date on which Indemnitee actually incurs such Expense or pays such judgment, fine or amount in settlement and ending with the date on which such payment is made to Indemnitee by the Company.

(d) Third-Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

(e) Indemnification of Control Person. If (i) Indemnitee is or was affiliated with one or more of the Company’s current or former stockholders that may be deemed to be or to have been a controlling person of the Company (each a “Control Person”), (ii) a Control Person is, or is threatened to be made, a party to or a participant (including as a witness) in any Proceeding, and (iii) the Control Person’s involvement in the Proceeding is related to Indemnitee’s service to the Company as a director of the Company, or arises from the Control Person’s status or alleged status as a controlling person of the Company resulting from such Control Person’s affiliation with Indemnitee, then the Control Person shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee.

4. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled.

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5. Director and Officer Liability Insurance.

(a) D&O Policy. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

(b) Tail Coverage. In the event of a Change of Control or the Company’s becoming insolvent (including being placed into receivership or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance (directors’ and officers’ liability, fiduciary, employment practices or otherwise) in respect of Indemnitee, for a period of six years thereafter.

6. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

7. Exclusions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; provided, however, that the exclusion set forth in the first clause of this subsection shall not be deemed to apply to any investigation initiated or brought by Indemnitee to the extent reasonably necessary or advisable in support of Indemnitee’s defense of a Proceeding to which Indemnitee was, is or is threatened to be made, a party;

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(b) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;

(c) Unlawful Payments. To indemnify Indemnitee for Expenses to the extent it is determined by a final court order or judgment by a court of competent jurisdiction, to which all rights of appeal have either lapsed or been exhausted, that such indemnification is unlawful;

(d) Certain Conduct. To indemnify Indemnitee for Expenses on account of Indemnitee’s conduct that is established by a final court order or judgment by a court of competent jurisdiction, to which all rights of appeal have either lapsed or been exhausted, as knowingly fraudulent;

(e) Insured Claims. To indemnify Indemnitee for Expenses to the extent such Expenses have been paid directly to Indemnitee by an insurance carrier under an insurance policy maintained by the Company; or

(f) Certain Exchange Act Claims. To indemnify Indemnitee in connection with any claim made against Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or any similar successor statute or any similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); provided, however, that to the fullest extent permitted by applicable law and to the extent Indemnitee is successful on the merits or otherwise with respect to any such Proceeding, the Expenses actually and reasonably incurred by Indemnitee in connection with any such Proceeding shall be deemed to be Expenses that are subject to indemnification hereunder.

8. Contribution Claims.

(a) If the indemnification provided in Section 1 is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, fines, losses, liabilities, penalties, or amounts paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

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(b) Without diminishing or impairing the obligations of the Company set forth in the preceding Section 8(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any Expenses, judgments, fines, losses, liabilities, penalties and amounts paid in settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines, losses, liabilities, penalties and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Expenses, judgments, fines, losses, liabilities, penalties or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) With respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought against Indemnitee.

9. No Imputation. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or the Company itself shall not be imputed to Indemnitee for purposes of determining any rights under this Agreement.

10. Determination of Good Faith. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the Board of Directors of the Enterprise or any counsel selected by any committee of the Board of Directors of the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment banker, compensation consultant, or other expert selected with reasonable care by the Enterprise or the Board of Directors of the Enterprise or any committee thereof. The provisions of this Section 10 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct. Whether or not the foregoing provisions of this Section are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.

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11. Defined Terms and Phrases. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.

(b) “Change of Control” shall be deemed to occur upon the earliest of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change of Control under part (iii) of this definition.

(ii) Change in Board of Directors. Individuals who, as of the date of this Agreement, constitute the Company’s Board of Directors (the “Board”), and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date of this Agreement (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board.

(iii) Corporate Transaction. The effective date of a reorganization, merger, or consolidation of the Company (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors and with the power to elect at least a majority of the Board or other governing body of the surviving entity; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination.

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(iv) Liquidation. The approval by the Company’s stockholders of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale or disposition in one transaction or a series of related transactions).

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item or any similar schedule or form) promulgated under the Exchange Act whether or not the Company is then subject to such reporting requirement.

(c) “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(d) “Enterprise” means the Company and any other enterprise that Indemnitee was or is serving at the request of the Company as a director, officer, partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent.

(e) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(f) “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payment under this Agreement (including taxes that may be imposed upon the actual or deemed receipt of payments under this Agreement with respect to the imposition of federal, state, local or foreign taxes), fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in a Proceeding. Expenses also shall include any of the foregoing expenses incurred in connection with any appeal resulting from any Proceeding, including the principal, premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent. Expenses also shall include any interest, assessment or other charges imposed thereon and costs incurred in preparing statements in support of payment requests hereunder. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

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(g) “Independent Counsel” means an attorney or firm of attorneys, selected in accordance with the provisions of Section 2(c)(iii), who will not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) “Person” shall have the meaning as set forth in Section 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any direct or indirect majority owned subsidiaries of the Company; (iii) any employee benefit plan of the Company or any direct or indirect majority owned subsidiaries of the Company or of any corporation owned, directly or indirectly, by the Company’s stockholders in substantially the same proportions as their ownership of stock of the Company (an “Employee Benefit Plan”); and (iv) any trustee or other fiduciary holding securities under an Employee Benefit Plan.

(i) “Proceeding” shall include any actual, threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, claim, or any other actual, threatened or completed proceeding, whether brought by a third party, a government agency, the Company or its Board of Directors or a committee thereof, whether in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director, officer, employee or agent of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent of any other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement.

(j) In addition, references to “other enterprise” shall include another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by Indemnitee with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement; references to “include” or “including” shall mean include or including, without limitation; and references to Sections, paragraphs or clauses are to Sections, paragraphs or clauses in this Agreement unless otherwise specified.

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12. Attorneys’ Fees. In the event that any Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such Proceeding were not made in good faith or were frivolous. In the event of a Proceeding instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless a court of competent jurisdiction determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.

13. Miscellaneous.

(a) Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law.

(b) Entire Agreement; Binding Effect. Without limiting any of the rights of Indemnitee described in Section 3(b), this Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions and supersedes any and all previous agreements between them covering the subject matter herein. The indemnification provided under this Agreement applies with respect to events occurring before or after the effective date of this Agreement, and shall continue to apply even after Indemnitee has ceased to serve the Company in any and all indemnified capacities.

(c) Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(d) Successors and Assigns. This Agreement shall be binding upon the Company and its successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, and inure to the benefit of Indemnitee and Indemnitee’s heirs, executors, administrators, legal representatives and assigns. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

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(e) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.

(f) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(g) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy or by electronic means will have the same force and effect as execution of an original, and a facsimile, scanned or electronically generated signature will be deemed an original and valid signature.

(i) No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.

(j) Company Position. The Company shall be precluded from asserting, in any Proceeding brought for purposes of establishing, enforcing or interpreting any right to indemnification under this Agreement, that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.

(k) Subrogation. Subject to Section 3(d), in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights.

[Signature Page Follows]

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The parties have executed this Indemnification Agreement as of the date first set forth above.

	the company:

	Volta Inc.

	By:
		(Signature)

	Name:
	Title:

	Address:

AGREED TO AND ACCEPTED:

INDEMNITEE:


(PRINT NAME)


(Signature)

Address:



Email:

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Exhibit 10.4

Execution Version

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

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

RECITALS

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

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

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

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

WHEREAS, the Company and the Existing Holders desire to amend and restate the Existing Registration Rights Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article 1
DEFINITIONS

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

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

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

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

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

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

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

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

“Commission” shall mean the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

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

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

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(a) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Class A Common Stock is then listed;

(b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(d) reasonable fees and disbursements of counsel for the Company;

(e) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration or Underwritten Offering; and

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

“Registration Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities required to be filed pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in subsection 2.1.3.

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

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

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

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

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

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

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

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

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

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

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

Article 2
REGISTRATIONS

2.1 Registration.

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

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

NT Orrick: Reasonable best efforts used throughout.

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

2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten Demand, in good faith, advises the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding shares of Class A Common Stock or other equity securities of the Company that the Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities or other equity securities of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders have requested be included in such Underwritten Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of the Requesting Holders, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell and that can be sold without exceeding the Maximum Number of Securities; and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), shares of Class A Common Stock or other equity securities of the Company held by other persons or entities that the Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.

2.2 Piggyback Registration.

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

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to Section 2.2 hereof and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or

(ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, shares of Class A Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), shares of Class A Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to, as applicable, the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or the launch of the Underwritten Offering with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement or abandon an Underwritten Offering in connection with a Piggyback Registration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

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

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

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

Article 3
COMPANY PROCEDURES

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

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

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any Underwriter or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or are no longer outstanding;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or Underwritten Offering or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system;

3.1.4 prior to any Underwritten Offering of Registrable Securities, use its reasonable best efforts to (a) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement or Underwritten Offering;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

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

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

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

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

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

3.1.13 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to such placement agent, sales agent or Underwriter;

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

3.1.15 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.16 use its reasonable best efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

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

3.2 Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

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

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

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Article 4
INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

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

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

4.1.3 Any person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person of such indemnified party and shall survive the transfer of securities.

4.1.5 If the indemnification provided under Section 4.1 is held by a court of competent jurisdiction to be unavailable to an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether the Misstatement relates to information supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article 5
MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service or sent by overnight mail via a reputable overnight carrier, in each case providing evidence of delivery or (c) transmission by facsimile or email. Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which it is mailed, in the case of notices delivered by courier service, hand delivery or overnight mail, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation, and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice or communication under this Agreement must be addressed, if to the Company, to: 155 De Haro Street, San Francisco, CA 94103, attention: Scott Mercer; Christopher Wendel; James DeGraw, or by email at: scott@voltacharging.com; chris@voltacharging.com; legal@voltacharging.com if to the Sponsor or TortoiseEcofin Borrower, to: 5100 W. 115th Place, Leawood, KS 66211, attention: Michelle Johnston, or by email at: mjohnston@tortoiseecofin.com, and, if to any other Holder, to the address of such Holder as it appears in the applicable register for the Registrable Securities or such other address as may be designated in writing by such Holder (including on the signature pages hereto). Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.

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

5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof and (b) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects any Holder, solely in his, her or its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of each such Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Other Registration Rights. The Company represents and warrants that no person, other than (a) a Holder, (b) the parties to those certain Subscription Agreements, dated as of February 7, 2021, by and between the Company and certain investors and (c) the holders of the Company’s warrants pursuant to that certain Warrant Agreement, dated as of September 10, 2020, by and between the Company and Continental Stock Transfer & Trust Company, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

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

[Signature Page Follows]

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

	COMPANY:

	Volta Inc., a Delaware corporation

	By:
	Name:	Scott Mercer
	Title:	Chief Executive Officer

[Signature Page to Amended and Restated Registration Rights Agreement]

	HOLDERS:

	TORTOISE SPONSOR II LLC, a Cayman Islands limited liability company

	By:
	Name:	Vincent T. Cubbage
	Title:	Manager

	TORTOISEECOFIN BORROWER LLC, a Delaware limited liability company

	By:
	Name:	Michelle Johnston
	Title:	Chief Financial Officer

	3 CHIEFS FAMILY TRUST

	By:
	Name:	Charlene M. Cubbage
	Title:	Trustee

	BROCK FAMILY DYNASTY TRUST

	By:
	Name:	Darrell Brock, Jr.
	Title:	Trustee


	Vincent T. Cubbage


	Stephen Pang


	Steven C. Schnitzer


	Darrell Brock, Jr.

[Signature Page to Amended and Restated Registration Rights Agreement]


	Evan Zimmer


	Juan J. Daboub


	Karin McKinnell Leidel


	Sidney L. Tassin


	Edward P. Russell

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	VIRGO HERMES, LLC


	(Signature)

	Name:	Jesse Watson
	Title:	Founder & CIO

	Address: 1201 Howard Avenue Burlingame, CA 94010

	Email: jwatson@virgo-llc.com

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	SCOTT MERCER


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	Christopher Wendel


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	BAUER FAMILY INVESTMENT LLC


	(Signature)

	Name:	Christopher Wendel
	Title:	Manager

	Address: 1165 Green Valley Rd. Napa, CA 94558

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	Andrew Lipsher


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	LITTLE ROSE PARTNERS


	(Signature)

	Name:	Andrew Lipsher

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	JAMES S. DEGRAW


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	PRAVEEN MANDAL


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	NADYA KOHL


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	ELI AHETO


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	PACIFIC PREMIER TRUST CUSTOIAN FBO ELI AHETO IRA


	(Signature)

	Name:	Eli Aheto
	Title:	Account Owner

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	MARTIN LAUBER


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	19Y VENTURES VI, LLC By: 19Y Ventures Management, LLC Its: Manager


	(Signature)

	Name:	Martin Lauber
	Title:	Managing Partner

	Address: 120 Gilmartin Drive Tiburon, CA 94920

	Email: mlauber@19york.com

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	19Y VENTURES VI-2, LLC By: 19Y Ventures Management, LLC Its: Manager


	(Signature)

	Name:	Martin Lauber
	Title:	Managing Partner

	Address: 120 Gilmartin Drive Tiburon, CA 94920

	Email: mlauber@19york.com

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	KATHY SAVITT


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	JOHN TOUGH


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	ENERGIZE GROWTH FUND I LP By: Energize Growth I GP LLC


	(Signature)

	Name:	John Tough
	Title:	Managing Partner

	Address: 1 South Wacker Dr., Suite 1620 Chicago, IL 60606

	Email: john@energize.vc

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	ENERGIZE VENTURES FUND LP


	(Signature)

	Name:	John Tough
	Title:	Managing Partner

	Address: 1 South Wacker Dr., Suite 1620 Chicago, IL 60606

	Email: john@energize.vc

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	EV VOLTA SPV LLC By: Energize Ventures GP LLC


	(Signature)

	Name:	John Tough
	Title:	Managing Partner

	Address: 1 South Wacker Dr., Suite 1620 Chicago, IL 60606

	Email: john@energize.vc

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	BONITA C. STEWART


	(Signature)

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	BONITA K. COLEMAN LIVING TRUST


	(Signature)

	Name:	Bonita C. Stewart
	Title:	Trustee

	Address: 218 West Palisade Avenue PO Box 5387 Englewood, NJ 07631

[Signature Page to Amended and Restated Registration Rights Agreement]

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

	STOCKHOLDER:

	ACTIVATE CAPITAL PARTNERS, LP By: AGC Partners GP, LP Its: General Partner


	(Signature)

	Name:	Anup Jacob
	Title:	Managing Director

	Address: 50 California Street, Suite 680 San Francisco, CA 94111

	Email: anup@activatecp.com

[Signature Page to Amended and Restated Registration Rights Agreement]

Exhibit 10.5

LEASE

This Lease is made and entered into this 8th day of February 2016, by and between 155 De Haro Associates LLC, a California limited liability company (“Landlord”) and Volta Industries, Inc., a Delaware corporation (“Tenant”).

1. DESCRIPTION:

The real property (the “Property”) upon which the Premises are located is commonly known as 155 De Haro Street, San Francisco, California.

2. PREMISES:

Landlord leases to Tenant, and Tenant leases from Landlord, upon the terms and conditions set forth herein, the premises consisting of the of approximately 8,480 gross square feet of warehouse and office space comprising die entire building fronting on De Haro Street, along with ail parking spaces fronting on De Haro Street, all as more particularly shown on Exhibit A, attached hereto and incorporated herein by reference (the “Premises”). Landlord shall retain all of the rear parking spaces on the Property, as shown on Exhibit A, as well as rights of ingress and egress on the south side of the Property.

3. TENANT IMPROVEMENTS:

a. Tenant is leasing the Premises “as is”, and Tenant acknowledges that Tenant has been given an adequate opportunity to inspect the same. Landlord shall deliver the Premises in broom clean condition, free of debris, and with all plumbing, mechanical, and electrical systems in working order. Tenant’s acceptance of possession of the Premises shall be conclusively deemed to be a complete and unconditional acknowledgement by Tenant that Landlord has fully and satisfactorily complied with Landlord’s obligations.

b. If during the term of the Lease, Tenant desires to make any alterations or improvements to the Premises, then Tenant shall comply with all of the following requirements:

i. Prior to Tenant performing any work on the Premises, Tenant shall provide Landlord with a set of plans showing the intended improvements in such detail as Landlord may require. Landlord shall approve or disapprove such plans in its sole discretion, within thirty (30) days after receipt by giving written notice to Tenant, and as a condition of granting consent, may require Tenant to subsequently restore the Premises to their original condition. If Landlord disapprove the plans, then Tenant shall make no alterations or improvements to the Premises. No changes shall be made to any final approved plans unless required by governmental agencies or approved by Landlord.

ii. The contractor selected by Tenant for performance of any work on the Premises shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld. All contractors, subcontractors and other persons engaged in connection with such work shall be engaged directly by Tenant, and Landlord shall have no liability for any payment to such persons.

iii. Prior to the commencement of any work hereunder, Tenant shall give Landlord ten (10) days prior notice to allow Landlord to post a notice of non-responsibility at the Premises. Prior to commencement of any work, Tenant shall provide Landlord with certificates of insurance form a company reasonably acceptable to Landlord as to Tenant’s contractor, for course of construction insurance, workers compensation insurance in form and amount as required by law, and for combined single limit bodily injury and property, damage insurance covering comprehensive general liability and automobile liability, deleting exclusions for products and completed operations, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence, and endorsed to show Landlord as an additional insured and to show a waiver of subrogation by the insurer to any claims that Tenant’s contractor may have against Landlord.

iv. All work undertaken by Tenant shall be performed (i) with all required governmental permits and approvals, and all such work shall be done subject to and in accordance with the requirements of law and local regulations and in a good and workmanlike manner in accordance with accepted building practices and so as not to weaken or impair the Premises or lessen the value of the Premises. Tenant shall be solely responsible for supervising its contractor to ensure the quality of Tenant’s work. Landlord shall have no responsibility for furnishing any security services to the Premises to safeguard Tenants construction or materials.

v. Landlord may, at its option, require Tenant to deposit the cost of such improvements with Landlord in advance of commencement of construction, which cost Landlord will disburse to Tenant’s contractor upon completion of the work at contractually required stages or the posting of a payment bond which insures that the work will be paid for.

4. TERM:

The Lease shall be for a five (5) year term, beginning on March 1, 2016, (the “Commencement Date”) and ending at midnight on February 28, 2021 (such period being the “Term”).

5. BASE RENT:

a. Beginning on May 1, 2016, Tenant shall pay, without offset, deduction or abatement, monthly base rent of Twenty-One Thousand ($21,000) per month, payable in lawful money of the United States in advance on or before the first day of each month to Landlord at 1554 San Lorenzo, Berkeley, California 94707 or to any other party or at any other place as Landlord may designate in writing.

b. Thereafter monthly base rent shall be automatically increased by three percent (3%) annually, commencing with the rental payment due on May 1, 2017, and continuing thereafter during the term of this Lease.

c. All sums payable pursuant to this Lease shall constitute “rent” whether or not so designated.

6. LATE CHARGE:

Tenant acknowledges that late payment by Tenant to Landlord of the rent and other financial obligations called for under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Therefore, if any such payment(s) due from Tenant is not received by Landlord within five (5) days of the due date, Tenant shall pay to Landlord an additional sum of ten percent (10%) of the overdue payment(s) as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. Acceptance of any late charge shall not constitute a waiver of Tenants default with respect to the overdue amount, nor prevent Landlord from exercising any of the other rights and remedies available to Landlord.

7. SECURITY DEPOSIT:

Concurrently with the execution hereof, Tenant shall pay the sum of One Hundred Twenty Six Thousand Dollars ($126,000) as a security deposit for the full and faithful performance of this Lease. If Tenant defaults under this Lease, Landlord may apply all or part of the deposit to any sum in default, to pay any other sum which Landlord may be required to spend by reason of Tenant’s default, or to compensate Landlord for any loss, damage, attorneys’ fees or expense sustained by Landlord due to Tenant’s default including future rent loss. Tenant shall then be required to restore the amount of security deposit utilized by Landlord within ten (10) days after written notice to do so. Any balance on hand at the end of the Lease term or portion term shall, subject to Landlord’s rights under Section 1950.7(c) of the California Civil Code, be returned to Tenant within thirty (30) days after the Tenant surrenders possession. The deposit shall not bear interest for the Tenant. If Landlord sells the property, it will comply with California Civil Code Section 1950.7 in effect on the date this Lease is signed. If a prospective purchaser of the Property or a prospective lender asks Landlord to obtain financial information on Tenant, Tenant agrees to provide that information, in a form reasonably acceptable to Landlord, within ten (10) days after Landlord’s request.

8. USE:

The Premises shall only be used for storage, service, design, ancillary office and final assembly of electrical charging stations and components, and for no other use. The Premises shall be used for no other purpose(s) without Landlord’s prior written consent which may be withheld in Landlord’s sole and absolute discretion. Landlord may require Tenant to reimburse Landlord for the reasonable cost (including, but not necessarily limited to, administrative expenses, attorney’s fees, and architect’s fees) of reviewing, investigating, and processing any request by Tenant for consent to any such new use(s) of the Premises. Any funds, so expended by Landlord shall be due and payable by Tenant to Landlord upon ten (10) days notice.

Tenant shall neither do (nor permit others to do) any act in or about the Premises that is unlawful or that will increase the existing rate of insurance on the Building and/or the Premises. Tenant shall not commit or allow to be committed any waste upon the Premises, or any public or private nuisance. Tenant shall promptly (and at Tenant’s sole expense) comply with all laws (whether now in effect, or subsequently enacted) relating to Tenant’s use and occupancy of the Premises including but not limited to ADA, and shall observe the reasonable rules and regulations which may be adopted by Landlord for the safety, care and cleanliness of the Premises and the Property. In particular, and without limiting the foregoing, except as otherwise expressly provided in this Lease, there shall be no storage and no act or omission which violates any federal, state or local ordinance controlling the uses or presence of hazardous substances, including but not limited to the Comprehensive Environmental Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (CERCLA).

9. SERVICES AND UTILITIES:

a. Landlord shall not be liable to Tenant for any loss or damage caused by or resulting from any variation, interruption, or failure of water, heat or utility services due to any cause. No interruption or failure of services incident to the making of repairs, alterations, or improvements, or due to accident or strike, or due to conditions or events beyond Landlord’s reasonable control shall be deemed an eviction of Tenant or relieve Tenant from any of Tenant’s obligations under this Lease.

b. Tenant shall timely pay for all gas, heat, electricity, water, sewer, waste disposal (garbage), and other utilities /services which may be furnished to or used in or about the Premises during this Lease, and shall arrange (provided such an arrangement can be made with the utility companies in question) for ail such utilities to be billed directly to Tenant. If any such services or utilities must be in Landlord’s name, or are not separately metered, then Tenant shall pay its prorata share (based on the total floor area of ail buildings located on the Property compared with the Premises) of 50% (“Tenant’s Share”) of the same upon presentation of an invoice prior to delinquency and shall indemnify Landlord from Tenant’s failure to promptly pay the same. Tenant shall (promptly, and at Tenant’s sole expense) comply with all applicable laws (including, but not limited to, all water rationing and energy conservation laws) concerning the use, rationing and/or conservation of utilities.

10. TAXES:

a. Tenant shall pay all real property taxes and general and special assessments “Real Property Taxes”) levied and assessed against the Property (including, but not necessarily limited to, the building, other improvements, and land of which the Premises are part), except for increases that result from the sale or other transfer of the Property by Landlord. The Property is jointly assessed with other real property and Tenant’s shall pay Tenant’s Share of the Real Property Taxes. Notwithstanding anything herein to the contrary, in the event a special assessment is imposed on the Property (a “Special Assessment”) Tenant shall pay its prorata share of the Special Assessment, but, if applicable, the Special Assessment shall be amortized over the useful life of the improvement for which the Special Assessment is imposed and Tenant shall be liable only for payment of its portion of the Special Assessment through the end of the Term.

b.- Each year Landlord shall notify Tenant of Landlord’s calculation of Tenant’s share of the real property tax and together with such notice shall furnish Tenant with a copy of the tax bill. Tenant shall pay to Landlord its 50% share of the real property taxes semiannually not later than twenty (20) days before the taxing authority’s delinquency date or ten (10) days after receipt of the tax bill, whichever is first.

c. Tenant shall not be required to pay any municipal, county, state, or federal income or franchise taxes of Landlord, or any municipal, county, state, or federal estate, succession, inheritance, or transfer taxes of Landlord. If, at any time during the Original Term and/or Extended Term, the State of California or any political subdivision of the state, including any county, city, city and county, public corporation, district, or any other political entity or public corporation of this state, levies or assesses against Landlord a tax, fee, or excise on (1) rents, (2) the square footage of the Premises, (3) the act of entering into this Lease, or (4) the occupancy of Tenant, or levies or assesses against Landlord any other tax, fee, or excise, however described, including, without limitations, a so-called value-added tax, as a direct substitution in whole or in part for, or in addition to, any real property taxes, Tenant shall pay before delinquency Tenant’s proportional share (as reasonably determined by Landlord) of any and all such taxes, fees, or excises.

11. PERSONAL PROPERTY TAXES:

Tenant shah be solely liable for ail taxes levied against personal property, trade fixtures, and other property placed by the Tenant in, on or about the Premises.

12. CARE OF PREMISES:

a. Tenant shah maintain the Premises in first-class order and is responsible for ail repairs, replacements and maintenance to the Premises, including (but not limited to) ail repairs and maintenance of the roof, walls, floors, foundations, load-bearing structures, doors, windows, the plumbing system, the electric system, the HVAC system, ail windows and glass, driveways, parking and loading areas and sidewalks on and in front of the Premises to the same standard by which they are currently maintained, reasonable wear and tear excepted. All required repairs, replacements and maintenance work by Tenant shah be performed promptly, in a good workmanlike manner, and in compliance with all applicable laws. Landlord shall have no duty whatsoever to upgrade, improve, repair, maintain, renovate, or replace the building and improvements located on the Premises (herein collectively referred to as “Building”), the Premises, or any other property or improvements.

b. Tenant shall, at the expiration or termination of this Lease, surrender and deliver up the Premises to Landlord in as good a condition (ordinary wear and tear excepted) as when received by Tenant from Landlord, or as later improved.

c. Tenant shall not make any alterations, additions or improvements in or to the Premises, without complying fully with Section 3 of this Lease.

d. All damage or injury done to the Premises by Tenant or by any persons who may be in or upon the Premises shah be promptly repaired by Tenant, at Tenant’s sole expense, in a good workmanlike manner, and in compliance with all applicable laws. Tenant shah also promptly so repair at Tenant’s sole expense ail damage to the Property and the Premises caused by Tenant’s misuse of them or their appurtenances.

e. If Tenant fails to commence repairs or maintenance required by this Lease within thirty (30) days after written notice from Landlord of the necessity of any repairs/maintenance and specifying the nature of the repairs/maintenance, and Tenant thereafter fails to prosecute the work diligently to completion, then Landlord shall have the right to either make or complete and pay for the repairs/maintenance. If Landlord causes the repairs/maintenance to be made, Tenant shah pay Landlord’s reasonable cost as additional rent within thirty (30) days of invoice for repairs/maintenance.

13. LOCKS AND KEYS:

Tenant may not add, re-key, replace, alter, or change any lock (or lock tumblers) to the Premises without providing Landlord (at the lime of such change) with a key (and/or combination) to the changed or added lock(s).

In the event that Tenant maintains any manner of alarm or security system in or about the Premises, Tenant shall at ail limes either: (1) provide Landlord with such keycards, information, etc. (including, but not necessarily limited to, security codes) necessary to operate and/or disarm the alarm /security system, or (2) establish and maintain an adequate mechanism and procedure to both continually monitor the status of the alarm/security system, and to be available on a seven (7) day a week, twenty-four (24) hour a day basis to disarm the alarm/security system within forty-five (45) minutes of Landlord’s telephoned request. Any such mechanism and procedure shall be established through consultations with Landlord (which shall take place within thirty (30) days of the execution of this Lease), may not be modified prior to additional consultations with Landlord, and must be reasonably acceptable to Landlord.

14. ENVIRONMENTAL MATTERS AND TOXIC WASTE:

a. The term “Hazardous Substance” as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Landlord to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Tenant shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances. “Reportable Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Tenant may use any ordinary and customary materials reasonably required to be used in the normal course of the permitted Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Landlord to any liability therefor. In addition, Landlord may condition its consent to any Reportable Use upon receiving such additional assurances as Landlord reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.

b. If Tenant knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Landlord, Tenant shall immediately give written notice of such fact to Landlord, and provide Landlord with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.

c. Tenant, at its sole cost, shall comply with all laves and regulations relating to Tenant’s storage, use and disposal of Hazardous Materials on the Premises. Tenant shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Tenant’s expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any combination of, and for the maintenance, security and /or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Tenant, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Tenant, or any third party.

d. Tenant shall indemnify, defend with counsel acceptable to Landlord, and hold Landlord, its members, officers, managers, agents, employees, lender, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises during the term of this Lease (provided, however, that Tenant shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Property not caused or contributed to by Tenant). Tenant’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Tenant, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Landlord in writing at the time of such agreement.

e. Tenant shah, at Tenant’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Landlord’s engineers and/or consultants which relate tin any manner to such Requirements, without regard to whether said Requirements are now in effect or become effective after the Commencement Date. Tenant shall, within ten (10) days after receipt of Landlord’s written request, provide Landlord with copies of all permits and other documents, and other information evidencing Tenant’s compliance with any Applicable Requirements specified by Landlord, and shall immediately upon receipt, notify Landlord in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Tenant or the Premises to comply with any Applicable Requirements. Likewise, Tenant shall immediately give written notice to Landlord of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises.

f. Landlord shall have the right to enter into Premises at any time, in the case of any emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting the condition of the Premises with respect to Hazardous Substances, and for verifying compliance by Tenant with this Lease. The cost of any such inspections shall be pai d by Landlord, unless a violation of Applicable Requirements, or a Hazardous Substance Condition is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Tenant shall upon request reimburse Landlord for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination.

15. COMPLIANCE WITH LAWS:

Tenant is aware that the Premises may not comply with the Americans With Disabilities Act and/or other applicable health and safety laws. Tenant hereby acknowledges that Tenant has been afforded an adequate opportunity to both inspect the Premises and have the Premises inspected by appropriate expert of Tenant’s own choosing (e.g., with respect to code compliance and safety issues). Tenant shall, at Tenant’s own expense, make all improvements and repairs and shall comply with other requirements that may be mandated by any governmental entities relating to the Premises and shall comply with all improvements or repairs and other requirements that may be mandated by any governmental entities now or in the future relating to the Premises, including, but not limited to, seismic safety laws and handicapped access laws. The Premises shall not be used to permitted to be used in whole or in part during the said term of this Lease, including any extensions thereof, for any purpose or use in violation of any of the laws or ordinances applicable thereto.

16. ACCESS:

Landlord may enter the Premises under the following circumstances:

a. In case of emergency.

b. To inspect the same or to make (and/or assess the need for) necessary or agreed repairs, decorations, alterations, or improvements; supply necessary or agreed services; or exhibit the Premises to prospective or actual purchasers, mortgagees, tenants, real estate brokers /agents, workers, or contractors.

c. If Tenant abandons or surrenders the Premises.

d. Pursuant to court order.

Landlord will give Tenant at least 24 hours’ notice of Landlord’s intent to enter unless (1) an emergency exists, (2) Tenant has abandoned or surrendered the Premises, or (3) it is impracticable to do so. Tenant shall at all times during the term of this Lease keep Landlord fully informed as to Tenant’s current telephone number, telefacsimile number, e-mail addresses, etc., and shall promptly notify Landlord of any changes or additions thereto.

Further, Landlord will enter only during normal business hours unless (1) an emergency exists, (2) Tenant has abandoned or surrendered the Premises, or (3) Tenant consents, at the time of an entry that is not during normal business hours, to the entry.

When reasonably necessary, Landlord may temporarily close entrances, doors, corridors, or other facilities without liability to Tenant by reason of that closure and without that action by Landlord being construed as an eviction of Tenant or as a release of Tenant from the duty of observing and performing any of the provisions of this Lease, except that Landlord will not unreasonably interfere with Tenant’s operations. Landlord shall have the right to enter the Premises for the purpose of showing the Premises to prospective Tenants at any lime within the last one hundred eighty (180) days prior to the expiration or sooner termination of the Lease terra and to place “For Rent” or comparable signs on the Premises, or at any time to show the Premises to a prospective purchaser of or lender of the Building in which the Premises are located.

17. DAMAGE OR DESTRUCTION:

If the Premises or the Building are totally destroyed by any cause during this Lease, this Lease shall thereupon terminate and neither party hereto shall have any further rights or be under any further obligations on account of this Lease, except Tenant for rent accrued and Landlord to refund to Tenant the Security Deposit and any unearned rents paid in advance by Tenant. For the purposes hereof, damage or injury to the extent of thirty percent (30%) of the value of the structural portion of the Premises or the Building shall constitute a total destruction thereof. In case the Premises are partially destroyed by any cause for which Landlord was required (by this Lease) to maintain casualty insurance, Landlord with reasonable promptness and dispatch shall repair and rebuild the same, provided the same can be repaired and rebuilt in a manner which is (in Landlord’s reasonable judgment) economically feasible, and in accordance with applicable building and/or zoning laws, and provided further that Landlord actually receives sufficient insurance benefits (or a definite and legally-enforceable promise to promptly provide such benefits) from Landlord’s casualty insurer to adequately fund any such repairs or rebuilding. If Tenant is unable to continue to operate its business during the repair period, there shall be no Rent due. If Tenant is able to occupy a portion of the Premises during the repair period, the Rent shall be reduced proportionately based on the square footage of the unoccupied area as compared to the total area of the enclosed portion of the Premises. In the event of a partial destruction, Tenant agrees to cooperate with Landlord in connection with any such repairs or rebuilding, including but not limited to the approval and/or execution of plans and specifications required.

18. HOLD-HARMLESS CLAUSE:

Tenant shall (immediately and without requiring any determination of fault, negligence, default and/or liability) indemnify, defend with counsel acceptable to Landlord, and hold Landlord free and harmless from any and all liability, claims, loss, damages, or expenses, including attorneys’ fees and costs, caused by (or arising out of): (a) Tenant’s actual or alleged violations of any of Tenant’s duties and obligations under this Lease and/or any applicable law; (b) any act or omission by Tenant (and/or Tenant’s agents’ employee, guest, invitees, licensees, subtenants, or assignees) , (c) the death or injury of any person on the Premises (including, but not limited to, Tenant or any person who is an employee, guest, or agent of Tenant); and/or (d) any actual or alleged damage to or destruction on the Premises of any property, including (but not limited to) property owned by Landlord, Tenant, or any person who is an employee, guest, or agent of Tenant. Such obligation to indemnify, defend, and hold harmless shall not apply to liabilities, claims or damage caused by the intentional misconduct of Landlord. The obligations imposed by this Hold-Harmless Clause shall survive the expiration or earlier termination of this Lease until all claims within the scope of this clause are fully, final and absolutely barred by the applicable statues of limitations. If any action or proceeding is brought against Landlord by reason of any of the foregoing matters, Tenant shall, upon notice defend the same at Tenant’s expense by counsel reasonably acceptable to Landlord. Landlord need not have first paid any claim in order to be defended or indemnified.

19. INSURANCE:

a. Tenant shall (at Tenant’s sole expense) at all times during the term of this Lease (and any extension thereof) maintain broad form commercial general liability insurance and products liability insurance (of a type and form reasonably acceptable to Landlord) written on an “occurrence” policy form (with a licensed insurance company qualified to do business in California, with a financial rating of at least an A as rated in the most recent issue of Best’s Insurance reports, and reasonably acceptable to Landlord) on such Premises, naming Landlord and Landlord’s lender as additional insureds, in an amount of not less than two million dollars ($2,000,000) per occurrence, as well as a policy of standard fire and extended coverage insurance (with vandalism and malicious mischief endorsements) to the extent of at least the actual cash value of Tenant’s personal property and tenant improvements. Tenant shall provide Landlord with certified copies of each such insurance policy (together with satisfactory evidence of payment of premiums) on or before the commencement date of this Lease, and annually following renewal, thereafter. Tenant shall supply Landlord on reasonable notice with additional certified copies of the said insurance policies and/or any related documentation requested by Landlord. Not more frequently than every twelve (12) months, if, in the opinion of Landlord, Landlord’s lender, and/or any insurance broker or consultant retained by Landlord, the amount, quality, and/or type of insurance coverage then maintained by Tenant with respect to the Premises is inadequate or inappropriate, Tenant shall immediately modify the insurance coverage as reasonably required by Landlord, Landlord’s lender and/or Landlord’s insurance broker or consultant. Tenant’s general liability insurance policies shall be endorsed as needed to provide cross-liability coverage for Tenant, Landlord and (if applicable) Lender of Landlord and to provide severability of interest.

All of the Tenant insurance policies required by this section shall provide that Landlord shall receive at least thirty (30) days advance written notice from the insurer(s) with respect to any cancellation, non-renewal, or material change in coverage or available limits of liability.

b. Landlord shall maintain a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements (as well as such other casualty coverage as Landlord may, in Landlord’s reasonable discretion, deem appropriate) for the Building in the amount of the replacement value. In the event of a covered casualty, such insurance proceeds shall (except as otherwise provided in this Lease) be used to repair or rebuild the Building and the Premises. Tenant shall reimburse Landlord for the cost of Landlord’s insurance premiums, Tenant’s Share by paying the Landlord monthly along with the rental payments one-twelfth (1/12) of Tenant’s Share of such premiums.

c. Except as otherwise provided in this Lease, Landlord and Tenant agree that in the event of loss due to any of the perils for which they have agreed to provide insurance, that each partly shall look solely to its insurance for recovery. Landlord and Tenant hereby grant to each other on behalf of any insurer providing insurance to either of them with respect to the Premises a waiver of any right of subrogation which any such insurer of one party may acquire against the other by virtue of payment of any loss under such insurance.

d. Landlord and/or Tenant shall be permitted to provide any insurance required by this Lease in the form of a blanket policy or policies. The coverage(s) afforded under said blanket policy (or policies) shall be at least equal to the coverage(s) which would be provided under a separate policy (or policies), and shall in all other material respects comply with the requirements imposed by this Lease.

20. ASSIGNMENT AND SUBLETTING:

Tenant shall not let or sublet all or any part of the Premises, nor assign this Lease or any interest in it without the prior written consent of Landlord, which shall not be unreasonably withheld. Such consent may (if given) be conditioned upon (among other things) the granting to Landlord of all profits arising out of any such subleasing or assignment.

Tenant shall reimburse Landlord for the reasonable cost (including, but not necessarily limited to, credit check expenses, administrative expenses, investigatory expenses, an attorneys fees) of reviewing, investigating and/or processing any request by Tenant for consent to any assignment(s) or sublease(s). Any sums so expended by Landlord shall be due and payable by Tenant to Landlord upon ten (10) days notice.

21. SIGNAGE:

a. Tenant shall (subject to Landlord’s prior right of reasonable approval), in conformity with applicable laws and ordinances, have the right to erect and thereafter, to replace signs on the front, side, roof and sidewalks of the Building. Tenant shall erect, maintain and replace all such signs at Tenant’s sole cost and expense, and in a good workmanlike manner (using first quality materials).

b. Tenant shall have the right at its sole cost and expense, in a good workmanlike manner (using first quality materials), and in conformity with all applicable laws, ordinances, and standards of commercial reasonableness, to erect, maintain, place and install usual and customary signs and fixtures in the interior of the Premises.

c. Tenant shall (in a good workmanlike manner, and in compliance with all applicable laws) remove any signs he has placed on the Premises at the expiration or sooner termination of this Lease. Tenant shall repair any damage to the Premises or the Property caused by sign removal.

22. LIENS, INSOLVENCY AND ADVANCES:

Tenant shall keep the Premises and the Property free from any liens arising out of any work performed, materials ordered or obligations incurred by Tenant. If Landlord makes any payment on behalf of Tenant, Tenant shall reimburse Landlord for that expense plus interest at ten percent (10%) per annum with the reimbursement to be made within five (5) days after billing to Tenant.

23. TENANT’S DEFAULT:

All covenants and agreements contained in this Lease are declared to be conditions to this Lease and to the term hereby leased to Tenant. The following constitute a default and breach of this Lease by Tenant:

a. Any failure to pay rent when due when the failure continues for three (3) day after written notice to pay that rent or surrender possession of the Premises is served on Tenant by Landlord; or

b. Any failure to perform any other covenant, condition, or agreement contained in this Lease when the failure is not cured within ten (10) days after written notice of the specific failure is given by Landlord to Tenant; or

c. The abandonment or vacating of the Premises by Tenant. Tenant’s failure to occupy and operate the Premises for business for a period of at least thirty (30) consecutive days shah be deemed an abandonment or vacating of the Premises.

24. LANDLORD’S REMEDIES:

Landlord shall have the following remedies if Tenant commits a default. These remedies are not exclusive; they are cumulative in addition to any remedies now or later allowed by law.

a. Landlord can continue this Lease in full force and effect, and the Lease will continue in effect as long as Landlord does not terminate Tenant’s right to possession, and Landlord shall have the right to collect rent when due. Landlord can enter the Premises and relet them, or any part of them, to third parties for Tenant’s account. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, brokers’ commissions, expenses of remodeling the Premises required by the reletting, and like costs. Reletting can be for a period shorter or longer than the remaining term of this Lease. Tenant shall pay to Landlord the rent due under this Lease on the dates the rent is due, less the rent Landlord receives from any reletting. No act by Landlord allowed by this paragraph shall terminate this Lease unless Landlord notifies Tenant that Landlord elects to terminate this Lease.

If Landlord elects to relet the Premises as provided in this paragraph, rent that Landlord receives from reletting shall be applied to the payment of:

i. First, any indebtedness from Tenant to Landlord other than rent due from Tenant;

Second, all costs, including for maintenance, incurred by Landlord in reletting;

iii. Third, rent due and unpaid under this Lease. After deducting the payments referred to in this paragraph, any sum remaining from the rent Landlord receives from reletting shall be held by Landlord and applied in payment of future rent as rent becomes due under this Lease. In no event shall Tenant be entitled to any excess rent received by Landlord. If, on the date rent is due under this Lease, the rent received from the reletting is less than the rent due on that date, Tenant shall pay to Landlord, in addition to the remaining rent due, all costs, including for maintenance, Landlord incurred in reletting that remain after applying the rent received from the reletting as provided in this paragraph.

b. Landlord can terminate Tenant’s right to possession of the Premises at any time. No act by Landlord other than giving notice to Tenant shah’ terminate this Lease. Acts of maintenance, efforts to relet the Premises, or the appointment of a receiver on Landlord’s initiative to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession. On termination, Landlord has the right to recover from Tenant:

i. The worth, at the Urne of the award, of the unpaid rent that had been earned at the time of termination of this Lease;

ii. The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided;

iii. The worth, at the time of the award, of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; and

iv. Any other amount, and court costs, necessary to compensate Landlord for all detriment proximately caused by Tenant’s default.

“The worth, at the time of award,” as used in subsections (1) and (2) is to be computed by allowing interest at the maximum rate an individual is permitted by law to charge. “The worth, at the time of the award,” as referred to in subsection (3), is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus 1%.

25. SUBORDINATION:

a. Landlord shall have the right to subordinate this Lease to any ground lease, deed of trust or mortgage encumbering the Property, and advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Tenant shall cooperate with Landlord and any lender which is acquiring a security interest in the Property or the Lease. Tenant shall execute such further documents and assurances as such lenders may require, provided that Tenant’s obligations under this Lease shall not be increased in any material way (the performance of ministerial acts shall not be deemed material), and Tenant shall not be deprived of its rights under this Lease. Tenant’s right to quiet possession of the Property during the Lease Term shall not be disturbed if Tenant pays the rent and performs all of Tenant’s obligations under this Lease and is not otherwise in default. If any ground lessor, beneficiary or mortgagee elects to have this Lease prior to the lien of its ground lease, deed of trust or mortgage and gives written notice thereof to Tenant, this Lease shall be deemed prior to such ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of said ground lease, deed of trust or mortgage or the date of recording thereof. Notwithstanding anything contained herein to the contrary, as a condition to such subordination, Landlord shall use commercially reasonable efforts to secure from each Mortgagee a non-disturbance agreement reasonably acceptable to Tenant, providing that in the event of a foreclosure, the Mortgagee will recognize the validity of this Lease and, provided that Tenant is not in default, will not disturb Tenant’s possession or its rights under this Lease.

b. If Landlord’s interest in the Property is acquired by any ground lessor, beneficiary under a deed of trust, mortgage, or purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or successor to landlord’s interest in the Property and recognize such transferee or successor as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Property upon the transfer of Landlord’s interest.

c. Tenant shall sign and deliver any instrument(s) or document(s) necessary or appropriate to evidence any such attornment or subordination or agreement to do so. If Tenant fails to do so within ten (10) days after written request, Tenant hereby makes, constitutes and irrevocably appoints Landlord, or any transferee or successor of Landlord, the attorney-in-fact of Tenant to execute and deliver any such instrument(s) or document(s).

26. ESTOPPEL CERTIFICATES:

a. Upon Landlord’s written request, Tenant shall execute, acknowledge and deliver to Landlord a written statement (in a form acceptable to Landlord) certifying: (i) that none of the terms or provisions of titis Lease have been changed (or if they have been changed, stating how they have been changed); (ii) that this Lease has not been cancelled or terminated; (Hi) the last date of payment of the rent and other charges and the time period covered by such payments; (iv) that Landlord is not in default under this Lease (or, if Landlord is claimed to be in default, stating why); and (v) such other representations or information with respect to Tenant or the Lease as Landlord may (in Landlord’s sole and unfettered discretion) request or which any prospective purchaser or encumbrancer of the Property may require. Tenant shall deliver such statement to Landlord within ten (10) days after Landlord’s request. Landlord may give any such statement by Tenant to any prospective purchaser or encumbrancer of the Property. Such purchaser or emcumbrancer may rely conclusively upon such statement as true and correct.

b. If Tenant does not deliver such statement to Landlord within such ten (10) day period, Landlord, and any prospective purchaser or encumbrancer, may conclusively presume and rely upon the following facts: (i) that the terms and provisions of titis Lease have not been changed except as otherwise represented by Landlord; (H) that this Lease has not been cancelled or terminated except as otherwise represented by Landlord; (iii) that not more than one month’s rent or other charges have been paid in advance; and (iv) the Landlord is not in default under the Lease. In such event, Tenant shall be estopped from denying the truth of such facts.

27. REMOVAL OF PROPERTY:

a. Tenant shall own all of the personal property to be placed in the Premises by Tenant, to the degree said personal property is not affixed to or a part of the building. Upon removal of Tenant’s property, Tenant shall (at Tenant’s sole expense, in a good workmanlike manner, and in compliance with all applicable laws) repair any damage caused by the removal of Tenant’s property and restore the Premises to the condition required by this Lease. Tenant shall, if so desired by Landlord, remove (at Tenant’s sole expense, in a good workmanlike manner, and in compliance with all applicable laws) any plumbing, fixtures, walls, partitions, shelves, wiring and other improvements which were built or installed by Tenant or by the Landlord to the Tenant’s specifications or at its request, and shall (at Tenant’s sole expense, in a good workmanlike manner, and in compliance with all applicable laws) repair any damage to the Premises into the condition they would have been in but for the installation of the plumbing, fixtures, walls, partitions, shelves, wiring or other improvements or alterations by Tenant or by Landlord at the request of Tenant. Tenant’s obligation to observe the performance of titis covenant shall survive the expiration or sooner termination of Tenant’s rights under this lease.

b. If Tenant fails and/or refuses to remove any of its property from the Premises or the Property at the termination of this Lease, or when Landlord has the right of reentry, Landlord may, at Landlord’s option, remove Tenant’s property, restore the Premises, and store the property without liability for loss or damage, the removal, restoration and/or storage to be for the account of and at the expense of Tenant. If Tenant shall not pay the cost of removing and storing any property after it has been stored for a period of thirty (30) days or more, Landlord may, at his option, sell, or permit to be sold, any or all of the property at public or private sale, in the manner and at the proper time, without notice to Tenant, and shall apply the proceeds of the sale: (i) to the cost and expense of the sale, including reasonable attorneys’ fees actually incurred; (ii) to the payment of costs or charges for removing and storing the property; (iii) to the payment of any other sums of money which may then be or thereafter become due Landlord from Tenant under the Lease; and (iv) the balance, if any, to Tenant.

28. WAIVER AND ESTOPPEL:

The waiver by Landlord of any breach by Tenant of any of the provisions of this Lease shall not constitute a continuing waiver or constitute a waiver or estoppel with respect to any subsequent breach by Tenant either of the same or of another provision of this Lease. Landlord’s acceptance of rent and/or other payments following an actual or threatened breach by Tenant of any provisions of this Lease (including, but not limited to, Tenant’s obligation to peacefully surrender possession of the Premises upon the termination of Tenant’s tenancy), with or without Landlord’s knowledge of the breach, shall not constitute or result in any manner of waiver or estoppel with respect to Landlord’s right to enforce any provision of this Lease.

29. SURRENDER OF POSSESSION:

Upon expiration of the term of this Lease, whether by lapse of time or otherwise, Tenant shall promptly and peacefully surrender the Premises to Landlord.

30. HOLDOVER:

If Tenant shall, with the written consent of Landlord, hold over after the expiration of the term of this Lease, the tenancy shall be on a month-to-month tenancy, which tenancy may be terminated as provided by the laws of the State of California. During that tenancy Tenant agrees to pay per month to Landlord one hundred and fifty percent (150%) of the monthly rental in effect at the end of the Lease term, unless a different rate shall be agreed upon, and to be bound by all of the terms, covenants, and conditions of this Lease so far as applicable to a month-to-month tenancy.

31. CONDEMNATION:

If all of the Premises, or those portions of the Property or Premises as may be required for the reasonable use of the Premises, are taken by eminent domain, this Lease shall automatically terminate as of the date Tenant is required to vacate the Premises and all rentals shall be paid to that date. In case of a taking of a part of the Premises which leaves the remainder of the Premises reasonably tenantable, the rental shall be equitably reduced based on the proportion by which the floor area of the Premises is reduced, the rent reduction to be effective as of the date possession of the portion is delivered to condemning authority. Landlord reserves all rights to damages to the Premises for any taking by eminent domain and Tenant hereby assigns to Landlord any right Tenant may have to the damages to award, and Tenant shall make no claim against Landlord for damages for termination of the leasehold interest or interference with Tenant’s business. Tenant shall have the right, however, to claim and recover from the condemning authority compensation for Tenant’s moving expenses and for the interruption of or damage to Tenant’s business, but only if those damages may be claimed and only if they are awarded in an eminent domain proceeding for the Tenant and not as part of the damages recoverable by Landlord.

32. NOTICES:

Except as otherwise expressly required by law, any and all notices or other communications required or permitted by this Lease or by law shall be in writing and delivered in person or sent by certified mail to Landlord at the same place rent payments are made, and to Tenant at the Premises, or such other address as Tenant may reasonably designate from time to time. Landlord and Tenant may each hereafter designate any change of address as each may wish. Notices mailed shall be deemed given one day after the date of mailing.

33. COSTS AND ATTORNEYS’ FEES:

Tenant shall reimburse Landlord for all reasonable attorneys’ fees, costs and expenses, arising from and after the date hereof, incurred by Landlord in connection with the enforcement of Landlord’s rights under this Lease, including, without limitation, reasonable attorneys’ fees, costs and expenses for pre-litigation notices (e.g., for drafting and serving notices to pay rent or quit), trial, appellate proceedings, out-of-court negotiations, workouts and settlements, or for enforcement of rights under any state or federal statute, including, without limitation, reasonable attorneys’ fees, costs and expenses incurred to protect Landlord’s security and attorneys fees, costs and expenses incurred in bankruptcy and insolvency proceedings such as (but not limited to) in connection with seeking relief from stay in a bankruptcy proceeding. The term “expenses,” as used herein, means any expenses incurred by Landlord in connection with any of the out-of-court, or state, federal or bankruptcy proceedings referenced above, including but not limited to the fees and expenses of any appraisers, consultants and expert witnesses retained or consulted by Landlord in connection therewith.

Landlord shall also be entitled to Landlord’s attorneys’ fees, costs and expenses incurred in any post-judgment proceedings to collect and enforce the judgment. This provision is separate and several and shall survive the merger of this Lease into any judgment on this Lease.

34. CAPTIONS AND CONSTRUCTION:

Titles to the sections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of it.

35. SUCCESSORS:

Subject to the restrictions on subletting and assignment contained herein, all of the covenants, agreements, terms and conditions contained in this Lease shall apply and be binding upon Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns.

36. ADDITIONAL RENT:

Tenant shall pay any money required to be paid by Tenant under this Lease (other than the base rent described in Section 5) as additional rental. If Tenant does not pay any such additional rental when due and payable, Landlord may advance the necessary monies, and all money so advanced by Landlord shall be deemed additional rent, due and payable on the next succeeding rent due date, and shall bear interest at the maximum legal rate until paid.

37. GOVERNING LAW:

This Lease shall be governed by and construed in accordance with the laws of the State of California.

38. LIABILITY OF LANDLORD:

Except as otherwise provided in this Lease or applicable law, for any breach of this Lease the liability of Landlord (including all persons and entities that comprise Landlord, and any successor Landlord), and any recourse by Tenant against Landlord, shall be limited to the interest of Landlord and Landlord’s successors in interest in and to the Premises.

39. TRANSFER OF LANDLORD’S INTEREST:

Landlord has the right (in Landlord’s sole and unfettered discretion) to transfer all or part of Landlord’s interest in the Property, the Premises, and/or this Lease. On such a transfer, Landlord shall automatically be released from all liability accruing under this Lease, and Tenant shall look solely to that transferee for the performance of Landlord’s obligations under this Lease after the date of transfer. Landlord also has the right (in Landlord’s sole and unfettered discretion) to assign Landlord’s interest in this Lease to a mortgage lender as additional security. Such an assignment to a mortgage lender shall not release Landlord from Landlord’s obligations under this Lease, and Tenant shall continue to look to Landlord for the performance of Landlord’s obligations under this Lease.

40. PARTIAL INVALIDITY:

If any provision of this Lease is held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect the unimpaired by the holding.

41. SOLE AND ONLY AGREEMENT:

This instrument constitutes the sole and only agreement between Landlord and Tenant respecting the Premises, the leasing of the Premises to Tenant, or the lease term created under this Lease, and correctly sets forth the obligations of Landlord and Tenant to each other as of its date. Any agreements or representations respecting the Premises or their leasing by Landlord to Tenant not expressly set forth in this instrument are null and void.

42. TIME OF ESSENCE:

Time is expressly declared to be of the essence in this Lease.

43. COUNTERPARTS:

This Lease may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

TENANT:

Volta Industries, Inc. a Delaware corporation

By:	/s/ Scott Mercer
Name :	Scott Mercer
Title :	CEO

By:
Name:
Title:

LANDLORD:

155 De Haro Associates LLC,

a California limited liability company

By:	/s/ E. Mark Rudd
Name:	E. Mark Rudd
Title:	Member

By:	/s/ Pamela K. Rudd
Name:	Pamela K. Rudd
Title:	Member

155 DeHaro Associates LLC
c/o Rudd Development Co
4000 East Madison Street, Suite 200
Seattle, WA 98112

February 11, 2016

Volta Industries, Inc. - Scott Mercer

VIA EMAIL ONLY TO SCOTT MASON AT:

********

Reg. Lease of De Haro Street

Dear Scott,

Thank you for sending the signed lease and the monies required to be paid to enter into the lease. Prior to delivering the lease signed by the Landlord to you, we need to clarify the uses permitted under Section 8 of the lease. As you know, the premises are located in an area zoned PDR by the City of San Francisco, and there are various possible interpretations in the rules and regulations (including but not limited to the San Francisco Planning Code) over chat activities are permitted by this zoning. Although the Landlord is in agreement with the uses permitted under Section 8, the Landlord wants you to be clear that Landlord is not representing or warranting to you that the City will permit these uses, and that you must make your own determination that the permitted uses at the premises are acceptable to you. In the event these uses are net permitted, then you will be required, by Sections 8,15 of the lease, to use the premises in compliance with law, as that law may be interpreted by ail governmental authorities having jurisdiction over the premises, and to indemnity Landlord as required by Section 18 of the lease should your use be in violation of the foregoing.

Please countersign a copy of this letter acknowledging your agreement with the foregoing. Upon receipt, we will deliver a copy of the Lease signed by Landlord.

	Yours truly,

	/s/ Marc Rudd
	Marc Rudd,
	Manager

The foregoing is understood and agreed

Volta Industries, Inc.

a Delaware corporation

By:	/s/ Scott Mercer
	Scott Mercer its CEO

REAL PROPERTY DISCLOSURE AND ACKNOWLEDGEMENT

(LEASE)

HC&M Commercial Properties, Inc. (“Broker”) provides this Real Property Disclosure and Acknowledgment in reference to a proposed !case transaction by and between 155 De Haro Associates, LLC, a California limited liability company (“Lessor”) and Volta industries, inc. a Delaware corporation (“Lessee”) regarding certain real property known and described as: 155 DeHaro Street in the City of San Francisco, State of California. This Notice is intended to apply to any transaction involving any type of real property, whether improved or unimproved.

HAZARDOUS WASTES OR SUBSTANCES AND UNDERGROUND STORAGE TANKS

Comprehensive federal and state laws and regulations control the use, storage, handling, clean-up, removal and disposal of hazardous wastes or substances. Some of these laws and regulations (such as, for example, the Comprehensive Environmental Response Compensation and Liability Act [CERCLA]) provide for broad liability on the part of owners, tenants, or other users on property for clean-up costs and damages, regardless of fault. Others (such as California Health and Safety Code §25359.7(a)) require disclosure of conditions by a lessor of nonresidential real property who knows, or has reason to believe, that any hazardous substance may be located on or under the property, and impose liability for damages on the non-disclosing lessor. Other laws and regulations set standards for the handling of asbestos, for the use, modification, abandonment, and closure of underground storage tanks, and otherwise regulate any use of property Involving any hazardous wastes or substances. The term “hazardous wastes or substances” is used herein in its very broadest sense and includes, but is not limited to, petroleum based products, paint and solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonium compounds, asbestos, PCBs and other chemical products.

it is not practical or possible to list ail such laws and regulations In this Notice. Therefore, Broker recommends that Lessor and Lessee consult legal counsel to determine their respective rights and liabilities with respect to the issues described in this Notice, as well as ail other aspects of the proposed transaction. Hazardous wastes or substances and underground storage tanks may be present on all types of real property. if hazardous wastes or substances have been, or are going to be used, stored, handled or disposed on the Property, or if the Property has had or may have underground storage tanks, it is essential that legal and technical advice be obtained to determine, among other things, the nature of permits and approvals which have been obtained or may be required; the estimated costs and expenses associated with the use, storage, handling, clean-up, disposal or removal of hazardous wastes or substances; and the nature and extent of contractual provisions necessary or desirable in this transaction for protection of the parties and allocation of any costs that may be incurred. Broker recommends expert assistance and site investigation to determine past uses of the property, which may provide valuable information as to the likelihood of these conditions affecting the Property.

ZONING AND USE

Broker makes no representation or warranty of the Property’s Zoning or whether Buyer’s use is allowed under the Property’s Zoning. Buyer has investigated the land use and zoning of the Property and has confirmed with its own third party experts or satisfied itself their intended use of the Property complies with ail necessary the land use, Zoning and ail applicable government regulations. This is Commercial Property and the Property is not be used for residential purposes. Broker has made no representations or warranties stating this space may be used for such purposes. Buyer and Seller acknowledge it is Buyers and Seller’s sole responsibility to investigate the property’s zoning and determine such zoning is suitable for Buyer’s use. Broker has made no such investigation and recommends that both Buyer and Seller review the San Francisco Planning Code and obtain legal advice pertaining to the Buyer’s use. The San Francisco Planning Department website is hUp://vAvw.sfplanninq.orgi, their office is located at 1650 Mission Street, San Francisco, CA 94103 and their phone number is (415) 558-6378.

AMERICANS WITH DISABILITIES ACT (ADA)

Owners or tenants of real property may be subject to the Americans with Disabilities Act (ADA), a federal law codified at 42 USC Section 12101 et. seq. Among other requirements of the ADA that could apply to your property, Title III of the Act requires owners and tenants of °public accommodations” to remove barriers to access by disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons.

Broker recommends that the parties review with their respective attorneys the ADA and related regulations, and your proposed lease, to determine whether and how this law would apply to this lease.

ONGOING LESSOR DISCLOSURES

Lessor agrees to disclose to Broker and to Lessee any and all information which it has regarding present and future zoning and environmental matters affecting the Property and regarding the condition of the Property, including, but not limited to structural, mechanical and soil conditions, ADA-related issues, the presence and location of hazardous substances or wastes, and underground storage tanks, in, on or about the Property. Broker hereby requests that such information be provided Immediately so that it may be timely communicated to the Lessee.

BROKER DISCLAIMER

The parties expressly acknowledge that Broker has made no independent determination or investigation regarding the following: present or future use or zoning of the property; ADA-related issues; environmental matters affecting the Property; the condition of the Property, including, but not limited to structural, mechanical and sons conditions, or issues relating to hazardous wastes or substances as set out above; violations of the Occupational Safety and Health Act or any other federal, state, county or municipal laws, ordinances, or statutes; measurements of land and/or buildings. Lessee is advised to contact a professional, such as a civil engineer, industrial hygienist or other persons with experience in these matters, to advice on these matters. Lessee agrees to make its own investigation and determination regarding such items.

REAL ESTATE AGENCY RELATIONSHIP

When entering into a discussion with a real estate agent regarding a real estate transaction, a buyer or seller, and tenant or landlord, should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer / Tenant and Seller / Landlord acknowledge being so advised in this transaction, as follows:

(1)

Seller’s or Landlord’s Agent. A seller’s or landlord’s agent under a listing agreement with the seller or landlord may act as the agent for the seller or landlord only. A seller% or landlord’s agent or subagent has the following affirmative obligations: (i) to the seller / landlord, a fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the seller / landlord; and (ii) to the buyer / tenant and the seller / landlord, diligent exercise of reasonable skill and care in performance of the agents duties, a duty of honest and fair dealing and good faith, and a duty to disclose ail facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent representing only the seller / landlord is not obligated to reveal to the other party any confidential information obtained from the seller / landlord which does not involve the affirmative duties set forth above.

(2)

Buyer’s or Tenant’s Agent. An agent can agree to act as agent for the buyer or tenant only. in these situations, the agent is not the seller% or landlord’s agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the seller / landlord. An agent acting only fora buyer / tenant has the following affirmative obligations: (I) to the buyer / tenant, a fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the buyer; and (11) to the buyer / tenant and the seller / landlord, diligent exercise of reasonable skill and care in performance of the agents duties, a duty of honest and fair dealing and good faith, and a duty to disclose ail facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent representing only the Buyer / Tenant is not obligated to reveal to the Seller / Landlord any confidential information obtained from Buyer / Tenant which does not involve the affirmative duties set forth above.

(3)

Agent Representing Both Seller / Landlord And Buyer / Tenant. A real estate agent, either acting directly or through one or more associate licensees, can legally be the agent of both the seller / landlord and the buyer / tenant in a transaction, but only with the knowledge and consent of both the parties. in a dual agency situation, the agent has the following affirmative obligations to both the seller / landlord and the buyer / tenant: (i) a fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either party; and (ii) other duties to the seller / landlord and the buyer / tenant as stated above in their respective sections (1) or (2) of this Agency Disclosure. In representing both parties, the agent may not, without the express permission of the respective party, disclose to the other party that the seller / landlord will accept a price less than the listing price or that the buyer / tenant will pay a price greater than the price offered.

(4)

Agent Not Competent to Give Professional Legal or Tax Advice. The above duties of the agent in a real estate transaction do not relieve a seller / landlord or a buyer / tenant from the responsibility to protect their own interests. The parties should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, a competent professional should be consulted.

(5)

Further Disclosures. Throughout this transaction the parties may receive more than one disclosure, depending upon the number of agents assisting in the transaction. Each party should each read its contents each lime it 1s presented, considering the relationship between them and the real estate agent in this transaction and that disclosure.

(6)

Potentially Competing Buyers/Tenants and Sellers/Landlords. Buyer / Tenant understands that Broker may also represent other potential buyers/tenants, who may consider, make offers on, or ultimately acquire or lease this Property. Seller / Landlord understands that Buyer / Tenant may make offers on, or purchase or lease other properties. Buyer / Tenant and Seller / Landlord acknowledge and consent to Broker’s representation of such potential buyers/tenants and sellers/landlords before, during, and alter Broker’s representation of the parties hereto.

Confirmation of Agency Status. The following agency relationships are hereby confirmed for this transaction:

HC&M Commercial Properties, Inc. is the agent of (check one):

☐ The Seller/Landlord exclusively; or E The Buyer / tenant exclusively; or ☐ both parties (Dual Agency).

Calco Commercial, Inc. Is the agent of (check one):

E The Seller/Landlord exclusively; or ☐ The Buyer / tenant exclusively.

Dual Agency Transactions. By placing their initials below, the parties confirm that HC&M Commercial Properties, inc. (“Broker”) has been and is the agent of both Seller / Landlord and Buyer / Tenant. The parties acknowledge that Broker has explained to each client the implications of common representation, including the risks involved. The parties understand that the agent representing both parties must be impartial between clients. Except as expressly provided below, Broker as a dual agent was and is obligated to disclose to both parties ail material facts or confidential information that could affect either party’s decision to enter into this transaction. The parties have consented to this dual representation. Notwithstanding the foregoing, the parties agree that Broker, acting as such a dual agent, has not and will not, without the express permission of Seller / Landlord, disclose to Buyer / Tenant that the Seller / Landlord is willing to sell or lease the property at a price that is less than the listing price. Conversely, the parties agree that Broker, acting as such a dual agent, has not and will not, without the express permission of Buyer / Tenant, disclose to Seller / Landlord that Buyer / Tenant will pay a price that is greater than the price offered.


Seller% / Landlord’s initials		Buyer’s / Tenants initials

A real estate broker is qualified to advise on real estate matters, but is not authorized to give legal or tax advice. No representation or recommendation is made by HC&M Commercial Properties, Inc. or Its agents or employees as to the legal sufficiency, legal effect or tax consequences of this document, the lease, or any transaction relating thereto since these are matters which should be discussed with your attorney.

ACKNOWLEDGMENT OF RECEIPT

LESSOR:

Name Printed:

Title:
Date:

LESSEE:

/s/ Scott Mercer

Name Printed:

Scott Mercer

Title:	CEO
Date:	2/10/15

AMMENDMENT TO THE ORIGINAL LEASE DATED FEBRUARY 8, 2016, FOR THE PROPERTY KNOWN AS 155 DE HARO STREET, SAN FRANCISCO, CA BETWEEN 155 DE HARO ASSOCIATES, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (“LANDLORD”) AND VOLTA INDUSTRIES, INC., A DELEWARE CORPORATION (“TENANT”).

Date of this Agreement: April 20, 2016

From Description. The above referenced Lease shall be modified to include the addition of the interior yard area (accessed via De Haro Street) estimated to be approximately 16,000+/- sf.

Term. The term of the lease shall be for four (4) years and ten (10) months commencing May 1, 2016 and expiring February 28, 2021.

Rent. Rent for the building and interior yard area during the Lease term shall be paid according to the following schedule:

May 1, 2016 – April 30, 2017	$28,000.00 per month (building + front parking + interior yard area)
May 1, 2017 – April 30, 2018	$28,840.00 per month
May 1, 2018 – April 30, 2019	$29,705.20 per month
May 1, 2019 – April 30, 2020	$30,596.36 per month
May 1, 2020 – February 28, 2021	$31,514.25 per month

All terms and conditions of the original lease dated February 8, 2016 shall remain in full force and effect.

Agreed and Accepted:

Dated:		Dated:

Landlord: 155 De Haro Associates, LLC, a California limited liability company		Tenant: Volta Industries, Inc. a Delaware corporation

By:

/s/ E. Marc Rudd

By:

/s/ Scott Mercer

Name Printed: E. Marc Rudd

Name Printed: Scott Mercer

Title: Member

Title: CEO

SECOND AMENDMENT TO

LEASE

This Second Amendment to Lease is made and entered into this 31 day of August 2016, by and between 155 De Haro Associates, LLC, a California limited liability company (“Landlord”) and Volta Industries, Inc., a Delaware corporation (“Tenant”).

RECITALS

A. On February 8, 2016, Landlord and Tenant entered into a lease for the Premises commonly known as 155 De Haro Street, San Francisco, CA (the “Lease”).

B. On April 20, 2016, Landlord and Tenant entered into an Amendment to the Lease (“First Amendment”)(Exhibit C) which modified the Premises to include a fenced interior yard area of approximately 16,000 square feet, but without an attachment specifically outlining the location of this yard area.

C. On May 28, 2016, the neighboring tenant at 10 Carolina St announced to Tenant an intention to advance the fence-line inward on the yard to match their own lease document (location shown herein as Exhibit B).

D. Tenant believed that it was renting the entire interior yard area, as per the First Amendment (Exhibit C), but Landlord objected to this because the area claimed by Tenant included space also leased to another tenant at the Property and exceeded the approximate square footage described in the First Amendment.

E. Landlord and Tenant wish to resolve this dispute and clarify the location of the yard area, and adjust the additional rent that was agreed to be paid by Tenant, all on the terms and conditions hereinafter set forth.

Now therefore, and based upon the foregoing recitals, the parties agree as follows:

AGREEMENT

The foregoing recitals are true and correct.

Attached to this Second Amendment as Exhibit A, and incorporated herein by reference, is a map showing the exact location of the Yard Area, which is made a part of the Premises.

The rent, commencing on May 1, 2016, shall be reduced by $925.00 per month. The new monthly rent for the Premises shall be as follows:

$27,075.00 from May 1, 2016 through April 30, 2017;

$27,915.00 from May 1, 2017 through April 30, 2018;

$28,780.20 from May 1, 2018 through April 30, 2019;

$29,671.36 from May 1, 2019 through April 30, 2020; and

$30,589.25 from May 1, 2020 through February 28, 2021.

Landlord and Tenant agree that this rent adjustment and the definition of the interior yard area shown on Exhibit A are a compromise of a dispute and both parties waive and release any claims they may have against each other and their agents arising out of the facts set forth in the Recitals.

Except as amended hereby, the terms and conditions of the Lease and the First Amendment are ratified and confirmed. All defined terms used in the Lease and the First Amendment have the same meaning when used in this Second Amendment. Each party executing this lease warrants that all necessary entity authority has been obtained, and that the party executing this lease has been duly authorized.

In witness whereof, the parties have executed this Second Amendment of Lease the date first above written.

“Landlord” 155 De Haro Associates, LLC, a California limited liability company

By:	/s/ E. Marc Rudd
	E. Marc Rudd, Member

“Tenant” Volta Industries, Inc., a Delaware corporation

By:	/s/ Scott Mercer
	Scott Mercer, CEO

EXHIBIT A

Exhibit B

Original Fence Line shown in place at rear of property line

Revised Proposed Fence Line shown in red

EXHIBIT C

Date of this Agreement: April 20, 2016

From Description. The above referenced Lease shall be modified to include the addition of the interior yard area (accessed via De Haro Street) estimated to be approximately 16,000+/- sf.

Term. The term of the lease shall be for four (4) years and ten (10) months commencing May 1, 2016 and expiring February 28, 2021.

Rent. Rent for the building and interior yard area during the Lease term shall be paid according to the following schedule:

May 1, 2016-April 30, 2017	$28,000.00 per month (building+ front parking + interior yard area)
May 1, 2017 - April 30, 2018	$28,840.00 per month
May 1, 2018-April 30, 2019	$29,705.20 per month
May 1, 2019 - April 30, 2020	$30,596.36 per month
May 1, 2020- February 28, 2021	$31,514.25 per month

All terms and conditions of the original lease dated February 8, 2016 shall remain in full force and effect.

Agreed and Accepted:

Dated:

Landlord: 155 De Haro Associates, LLC, a California limited liability company

By:	/s/ Marc Rudd
Name Printed: Marc Rudd
Title: Member

Dated:

Tenant: Volta Industries, Inc. a Delaware corporation

By:	/s/ Scott Mercer
Name Printed: Scott Mercer
Title: CEO

THIRD AMENDMENT TO LEASE DATED FEBRUARY 8, 2016

By and between

155 De Haro Associates, LLC, a California limited liability company, as Landlord and

Volta Industries, Inc., a Delaware Corporation as Tenant Property Address: 155 De Haro, San Francisco, California

This Third Amendment (this “Amendment”) is incorporated into and made a part of that certain lease dated February 8, 2016 as described above. In the event of any conflict between the terms of the lease and previous Amendments, the terms of this Third Amendment shall prevail.

Date of this Agreement: August 23, 2018

All the terms and conditions of the original lease dated February 8, 2016 shall remain in full force and effect, except for the following modifications:

Term. The term of the existing lease and related addendums shall be extended for a four (4) year and six (6) month period with a new expiration date of August 31, 2025.

Rent. Rent for the building and interior yard area during the Lease term shall be paid according to the following schedule:

September 1, 2018 – April 30, 2019	$29,780.20 per month
May 1, 2019 – April 30, 2020	$30,671.36 per month
May 1, 2020 – February 28, 2021	$31,589.25 per month
March 1, 2021 – February 28, 2022	$35,500.00 per month
March 1, 2022 – February 28, 2023	$36,565.00 per month
March 1, 2023 – February 28, 2024	$37,661.95 per month
March 1, 2024 – February 28, 2025	$38,791.80 per month
March 1, 2025 – August 31, 2025	$39,955.56 per month

Right of First Offer to Lease. Provided that Tenant is not in default, beyond applicable notice and cure periods, under any provision of this Lease, either at the time of the delivery of “Landlord’s Notice” (as hereafter defined) or at the time of the delivery of “Tenant’s Notice” (as hereinafter defined), Landlord hereby grants Tenant a right (“First Right”) to lease the 10 Carolina Street building and related excess land from the date immediately following the Expiration Date and/or Non- Renewal of the existing Tenant (ARCH Drafting Supply, Inc. expiry: 08/31/2021 with 30 days notice prior) for a period not to exceed August 31, 2025 in accordance with and subject to the provisions outlined herein.

A. Procedure. Prior to leasing the Premises, or any portion thereof, to any other party for any period commencing from and after the Expiration Date/Non- Renewal of the existing Tenant, Landlord shall give Tenant written notice (the “Landlord’s Notice”) of the following basic economic terms upon which Landlord is willing to lease the Premises for the Term not to exceed August 31, 2025 to Tenant or a third party: (i) to Landlord’s good faith determination of the then prevailing market Base Rent; (ii) Additional Rent (i.e., Tenant’s obligation for payment of Tenant’s share of operating expenses and real property taxes); (iii) term (which shall not be shorter than the Minimum Extension Term); (iv) security deposit; (v) Tenant improvement allowance; (vi) options to extend, if any; (vii) rights of first offer or refusal on additional space in the Building, if any. The economic terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the Tenant’s benefit. Within fifteen (15) business days after Tenant’s receipt of Landlord’s Notice, Tenant shall give Landlord written notice (the “Tenant’s Notice”) pursuant to which Tenant shall elect to (x) lease the Premises upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (y) refuse to lease the Premises, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Premises, as the Economic Terms offered by Landlord for the six (6)- month period elapsing immediately thereafter; or (z) refuse to lease the Premises, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Premises. In the event that Tenant does not so respond in writing to Landlord’s Notice within said period, Tenant shall be deemed to have elected clause (ii) above.

Third Amendment to Lease

Rev. 7/26/2018

B. Negotiation. In the event Tenant’s Notice elects clause (iii) above, Landlord, within fifteen (15) days after the date of Tenant’s Notice, may elect to either (y) lease the Premises to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (z) negotiate with Tenant in good faith for a period of thirty (30) days (“Negotiation Period”) Economic Terms acceptable to both parties. Should Landlord elect to lease the Premises to Tenant upon Tenant’s revised Economic Terms, or if, not later than the last day of the Negotiation Period, Landlord and Tenant agree on Economic Terms, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Landlord and Tenant shall execute and deliver the amendment within fifteen (15) business days after Tenant’s receipt thereof from Landlord. If Landlord rejects Tenant’s revised Economic Terms, and if Landlord and Tenant do not, acting reasonably, reach agreement upon Economic Terms by the end of the Negotiation Period, Landlord shall be free to lease the Premises from and after the Expiration Date/Non-Renewal to any third party upon economic terms satisfactory to Landlord.

C. Additional Terms. In no event shall Tenant’s First Right shall be subordinate to the rights of any existing or future Tenant of the Building or the Project; it being understood that prior to Landlord’s marketing the Premises for lease commencing immediately following the Expiration Date/Non-Renewal Landlord must first provide a Landlord’s Notice to Tenant. Tenant’s First Right is personal to Tenant and any Permitted Transferee to whom this Lease is assigned or transferred.

Landlord Recapture Right. In addition to Landlord’s right of approval of any proposed assignment or subletting and without limiting the other provisions of Paragraph 20, within the original lease, except in connection with a Permitted Transfer (defined below) Landlord shall have the option, in the event of any proposed assignment or subletting, to terminate the Lease as to the affected portion of the Premises as of the proposed effective date of such proposed assignment or subletting set forth in Tenant’s notice. Such option to terminate shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following Landlord’s receipt of Tenant’s written request to permit assignment of sublease of the Premises as required by the Lease. In the event of such termination by Landlord, from and after the effective date of such termination, (which termination date shall be no earlier than ninety (90) days following the date of such termination notice), Landlord and Tenant shall have no further obligations or liabilities to each other with respect to the affected portion of the Premises, except with respect to obligations or liabilities which have accrued as of, or survive, such termination (in the same manner as if such termination date were the date originally fixed for the expiration of the Lease Term). Without in any manner limiting the rights of Landlord, following any such termination by Landlord, Landlord may lease the affected portion of the Premises to the prospective assignee or subtenant proposed by Tenant, without liability to the Tenant. Landlord’s failure to exercise such termination right as herein provided shall not be construed as Landlord’s consent to the proposed assignment or subletting. Notwithstanding the foregoing or anything in the Lease to the contrary, Landlord’s Recapture Right pursuant to this Section 5 shall not apply to any Permitted Transfer.

Assignment and Subletting. Section 20 of the Lease is modified by inserting the following paragraph at the end of such section:

Notwithstanding anything to the contrary contained in this Lease, Tenant may assign, sublet or otherwise transfer this Lease without first obtaining Landlord’s consent (a “Permitted Transfer”) to (a) a corporation, limited liability company or other entity that results from a merger, consolidation, reorganization, or asset sale with Tenant in which the surviving entity: (i) acquires substantially all of the assets of Tenant as a going concern; (ii) assumed, or is deemed by law to be liable for, all of the liabilities of Tenant; and (iii) has after such merger, consolidation, reorganization, or asset sale a net worth not less than Tenant’s net worth as of the date of this Lease; or (b) any entity which is an affiliate of, controls, is controlled by or is under common ownership with Tenant.

Counterparts. This Amendment may be executed in counterparts, each of which, when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the same instrument. The parties agree that if the signature of any party to this Lease is not an original, but is a digital, mechanical or electronic reproduction (such as, but not limited to, a photocopy, fax, e-mail, PDF, Adobe image, JPEG, telegram, telex or telecopy), then such digital, mechanical or electronic reproduction shall be as enforceable, valid and binding as, and the legal equivalent to, an authentic and traditional ink-on-paper original wet signature penned manually by its signatory.

Initials Not Required. Neither party shall be required to initial any page of the Amendment in order for the Amendment to be effective. The Amendment shall be effective if both parties execute the Amendment on the signature page and deliver the Amendment, together with an executed copy of this Amendment, to the other party.

Waiver of Jury Trial Right. IN GRAFTON PARTNERS L.P. v. SUPERIOR COURT, 36 CAL.4TH 944 (2005), THE CALIFORNIA SUPREME COURT RULED THAT CONTRACTUAL, PRE-DISPUTE JURY TRIAL WAIVERS ARE UNENFORCEABLE. THE PARTIES, HOWEVER, ANTICIPATE THAT THE CALIFORNIA LEGISLATURE WILL ENACT LEGISLATION TO PERMIT SUCH WAIVERS IN CERTAIN CASES. IN ANTICIPATION OF SUCH LEGISLATION, THE PARTIES EACH WAIVE, AS OF THE EFFECTIVE DATE OF SUCH LEGISLATION AND TO THE EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS LEASE AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Office of foreign Assets Control (“OFAC”) Representations. Landlord and Tenant (each, a “Representing Party”) each represents and warrants to the other: (i) that neither the Representing Party nor any person or entity that directly owns a 10% or greater equity interest in it nor any of its officers, directors or managing members is a person or entity (each, a “Prohibited Person”) with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including Executive Order 13224 (the “Executive Order”) signed on September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, (ii) that the Representing Party’s activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time, the “Anti-Money Laundering Act”), and (iii) that throughout the term of this Lease the Representing Party shall comply with the Executive Order and with the Anti-Money Laundering Act.

10.

Patriot Act. In compliance with Executive Order 13224 and the USA Patriot Act of 2001, Tenant affirmatively represents and warrants that (a) neither Tenant nor any officer, director, or principal of Tenant has committed or supported terrorist acts; or (b) neither Tenant nor any officer, director, or principal of Tenant is identified on the list of Specially Designated Nations and Blocked Persons generated by the Office of Foreign Assets Control.

11.

Except as amended hereby, the terms and conditions of the Lease plus First and Second Amendments are ratified and confirmed. All defined terms used in the Lease and First and Second Amendments have the same meaning when used in this Third Amendment. Each party executing this lease warrants that all necessary entity authority has been obtained, and that the party executing this lease has been duly authorized.

Landlord : 155 De Haro Associates, LLC

a California limited liability company

Tenant : Volta Industries, Inc.

a Delaware corporation

By:	/s/ Marc Rudd	By:	/s/ Debra Crow
Name:	Marc Rudd	Name:	Debra Crow
Title:	President	Title:	CFO

By:	/s/ Pam Rudd
Name:	Pam Rudd
Title	Member

Exhibit 10.6

VOLTA INC.

2021 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize Employees, Directors and Independent Contractors with long-term equity-based compensation to align their interests with the Company’s stockholders; and (c) to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights and Stock Bonuses.

This Plan is a continuation of the Volta Industries, Inc. 2014 Equity Incentive Plan (the “Prior Plan”), which the Company assumed from a Subsidiary and amended, restated and renamed into the form of this Plan effective as of the Effective Date. Notwithstanding anything herein to the contrary, with respect to any Award originally issued under the Prior Plan, in no event will the terms applicable to such Award following this assumption, amendment and restatement impair the rights of such Participant with respect to such Award and, in the event of any conflict between the terms of this Plan and the Prior Plan that would otherwise result in such an impairment, the applicable term of the Prior Plan shall apply.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

(b) “Affiliate” means a Parent, a Subsidiary or any corporation or other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.

(c) “Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S. federal or state laws, rules and regulations, the rules and regulations of any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws, rules and regulations of any other country or jurisdiction where Awards are, or will be, granted under the Plan or Participants reside or provide services to the Company or any Affiliate, as such laws, rules, and regulations shall be in effect from time to time.

(d) “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Stock Bonuses.

(e) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(f) “Board” means the Board of Directors of the Company.

(g) “Business Combination Agreement” means that certain Business Combination Agreement by and among the Company, SNPR Merger Sub I, Inc., a Delaware corporation, SNPR Merger Sub II, LLC, a Delaware limited liability company, and Volta Industries, Inc., a Delaware corporation.

(h) “Cause” means, with respect to the termination of a Participant’s status as a Service Provider, (i) except as otherwise defined in an Award Agreement, in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate of the Company and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import) or where it only applies upon the occurrence of a change in control and one has not yet taken place): (A) any material breach by Participant of any material written agreement between Participant and the Company; (B) any failure by Participant to comply with the Company’s material written policies or rules as they may be in effect from time to time; (C) neglect or persistent unsatisfactory performance of Participant’s duties; (D) Participant’s repeated failure to follow reasonable and lawful instructions from the Board or Chief Executive Officer; (E) Participant’s indictment for, conviction of, or plea of guilty or nolo contendere to, any felony or crime that results in, or is reasonably expected to result in, a material adverse effect on the business or reputation of the Company; (F) Participant’s commission of or participation in an act of fraud against the Company; (G) Participant’s commission of or participation in an act that results in material damage to the Company’s business, property or reputation; or (H) Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (ii) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement (taking into account, for the avoidance of doubt, applicable cure periods and other applicable conditions to such determination); provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. For purposes of clarity, a termination without “Cause” does not include any termination that occurs solely as a result of Participant’s death or Disability. Where a determination is made under clause (i) above, the determination as to whether a Participant’s status as a Service Provider for purposes of the Plan has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. Where a determination is made under clause (ii) above, the determination as to whether a Participant’s status as a Service Provider for purposes of the Plan has been terminated for Cause will be made in accordance with the applicable employment agreement, consulting agreement, change in control agreement or similar agreement. The foregoing definition does not in any way limit the Company’s ability (or that of any Affiliate or any successor thereto, as appropriate) to terminate a Participant’s employment or consulting relationship at any time, subject to Applicable Laws.

(i) “Change in Control” except as may otherwise be provided in an Award Agreement or other applicable agreement that is executed by an applicable Participant after the Effective Date hereof, means the occurrence of any of the following:

(i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if the Company’s stockholders immediately prior to such merger, consolidation or reorganization cease to directly or indirectly own immediately after such merger, consolidation or reorganization at least a majority of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or reorganization in substantially the same proportions immediately after such merger, consolidation or reorganization as in effect immediately prior to such merger, consolidation or reorganization;

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(ii) The consummation of the sale, transfer or other disposition of all or substantially all of the Company’s assets (other than (x) to a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (y) to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock of the Company or (z) to a continuing or surviving entity described in Section 2(h)(i) in connection with a merger, consolidation or reorganization which does not result in a Change in Control under Section 2(h)(i));

(iii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(iv) The consummation of any transaction as a result of which any Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Section 2(h), the term “Person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude:

(1) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate;

(2) a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock of the Company;

(3) the Company; and

(4) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions. In addition, if any Person (as defined above) is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered to cause a Change in Control. If required for compliance with Code Section 409A, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(j) “Class A Common Stock” means the Class A common stock of the Company.

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(k) “Class B Common Stock” means the Class B common stock of the Company.

(l) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(m) “Code Section 409A” Code Section 409A, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

(n) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.

(o) “Common Stock” means the Class A and/or Class B common stock of the Company.

(p) “Company” means Volta, Inc., a Delaware corporation, or any successor thereto.

(q) “Director” means a member of the Board.

(r) “Disability” means, unless otherwise specified in an Award Agreement, total and permanent disability as defined in Section 22(e)(3) of the Code in the case of Incentive Stock Options, and for all other Awards, means as determined by the Social Security Administration or the long-term disability plan maintained by the Company; provided however, that if the Participant resides outside of the United States, “Disability” shall have such meaning as is required by Applicable Laws. The Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(s) “Effective Date” means August 26, 2021.

(t) “Employee” means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(u) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(v) “Exchange Program” means a program under which outstanding Awards are amended to provide for a lower exercise price or surrendered or cancelled in exchange for (i) Awards with a lower exercise price, (ii) a different type of Award or awards under a different equity incentive plan, (iii) cash, or (iv) a combination of (i), (ii) and/or (iii). Notwithstanding the preceding, the term Exchange Program does not include (A) any action described in Section 15 or any action taken in connection with a Change in Control transaction nor (B) any transfer or other disposition permitted under Section 14. For the purpose of clarity, each of the actions described in the prior sentence, none of which constitute an Exchange Program, may be undertaken (or authorized) by the Administrator in its sole discretion without approval by the Company’s stockholders.

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(w) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in such source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in such source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator in compliance with Applicable Laws and regulations and in a manner that complies with Code Section 409A.

(x) “Fiscal Year” means the fiscal year of the Company.

(y) “Incentive Stock Option” means an option to purchase Shares granted pursuant to the Plan that by its terms qualifies and is intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(z) “Independent Contractor” means any person, including an advisor, consultant or agent, engaged by the Company or an Affiliate to render services to such entity or who renders, or has rendered, services to the Company, or any Affiliate and is compensated for such services.

(aa) “Insider” means an Officer or Director or any other person whose transactions in Common Stock are subject to Section 16 of the Exchange Act.

(bb) “Nonstatutory Stock Option” means an option to purchase Shares granted pursuant to the Plan that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(cc) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(dd) “Option” means a Nonstatutory Stock Option or an Incentive Stock Option.

(ee) “Outside Director” means a Director who is not an Employee.

(ff) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

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(gg) “Participant” means the holder of an outstanding Award.

(hh) “Performance Goal” means a formula or standard determined by the Administrator with respect to each Performance Period based on one or more of the following criteria and any adjustment(s) thereto established by the Administrator: (1) sales or non-sales revenue; (2) return on revenues; (3) operating income; (4) income or earnings including operating income; (5) income or earnings before or after taxes, interest, depreciation and/or amortization; (6) income or earnings from continuing operations; (7) net income; (8) pre-tax income or after-tax income; (9) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (10) raising of financing or fundraising; (11) project financing; (12) revenue backlog; (13) gross margin; (14) operating margin or profit margin; (15) capital expenditures, cost targets, reductions and savings and expense management; (16) return on assets (gross or net), return on investment, return on capital, or return on stockholder equity; (17) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (18) performance warranty and/or guarantee claims; (19) stock price or total stockholder return; (20) earnings or book value per share (basic or diluted); (21) economic value created; (22) pre-tax profit or after-tax profit; (23) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, completion of strategic agreements such as licenses, joint ventures, acquisitions, and the like, geographic business expansion, objective customer satisfaction or information technology goals, intellectual property asset metrics or other strategic criteria determined by the Administrator; (24) objective goals relating to divestitures, joint ventures, mergers, acquisitions and similar transactions; (25) objective goals relating to staff management, results from staff attitude and/or opinion surveys, staff satisfaction scores, staff safety, staff accident and/or injury rates, compliance, headcount, performance management, completion of critical staff training initiatives; (26) objective goals relating to projects (including charging station installations), including project completion, timing and/or achievement of milestones, project budget, technical progress against work plans; and (27) enterprise resource planning. Awards issued to Participants may take into account other criteria (including subjective criteria). Performance Goals may differ from Participant to Participant, Performance Period to Performance Period and from Award to Award. Any criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited to, any increase (or decrease) over the passage of time and/or any measurement against other companies or financial or business or stock index metrics particular to the Company), (iii) on a per share and/or share per capita basis, (iv) against the performance of the Company as a whole or against any Affiliate(s), or a particular segment(s), a business unit(s) or a product(s) of the Company or individual project company, (v) on a pre-tax or after-tax basis, (vi) on a GAAP or non-GAAP basis, and/or (vii) using an actual foreign exchange rate or on a foreign exchange neutral basis.

(ii) “Performance Period” means the time period during which the Performance Goals or other vesting provisions must be satisfied for Awards. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Administrator.

(jj) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(kk) “Plan” means this 2021 Equity Incentive Plan.

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(ll) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan.

(mm) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(nn) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(oo) “Section 16(b)” means Section 16(b) of the Exchange Act.

(pp) “Service Provider” means an Employee, Director or Independent Contractor.

(qq) “Share” means a share of Common Stock, as adjusted in accordance with Section 15 of the Plan.

(rr) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is designated as a Stock Appreciation Right.

(ss) “Stock Bonus” or “Stock Bonus Award” means an Award granted pursuant to Section 10 of the Plan.

(tt) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

(uu) “Tax-Related Items” means income tax, social insurance or other social contributions, national insurance, social security, payroll tax, fringe benefits tax, payment on account or other tax-related items.

3. Stock Subject to the Plan.

(a) Stock Subject to the Plan. Subject to the provisions of Sections 3(b) and 15 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan will not exceed the sum of (i) 45,187,241 shares of Class A Common Stock, and (ii) 134,993 shares of Class B Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. Notwithstanding the foregoing, subject to the provisions of Section 15 below, in no event shall the maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in this Section 3(a) plus, to the extent allowable under Section 422 of the Code and the regulations promulgated thereunder, any Shares that again become available for issuance pursuant to Section 3(c).

(b) Automatic Share Reserve Increase. The number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2022 Fiscal Year and ending on (and including) the first day of the 2031 Fiscal Year, in each case, in an amount equal to the lesser of (i) five percent (5%) of the outstanding Shares on the last day of the immediately preceding Fiscal Year and (ii) such number of Shares determined by the Board, with such Shares to be Class A Common Stock.

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(c) Lapsed Awards. To the extent an Award should expire or be forfeited or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Exchange Program, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. In addition, any Shares which are retained by the Company upon exercise or settlement of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a Participant ceasing to be a Service Provider) shall again be available for future grant under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.

(d) Assumption or Substitution of Awards by the Company. The Administrator, from time to time, may determine to substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either: (a) assuming such award under this Plan or (b) granting an Award under this Plan in substitution of such other company’s award. Such assumption or substitution will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Administrator elects to assume an award granted by another company, subject to the requirements of Code Section 409A, the purchase price or the exercise price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately. In the event the Administrator elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted exercise price. Any awards that are assumed or substituted under this Plan shall not reduce the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in any fiscal year.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.

(ii) Rule 16b-3. To the extent the Participant is a Person subject to Section 16(b), the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.

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(b) Powers of the Administrator. Subject to the limitations set forth in the Plan and Applicable Laws and/or any applicable Award Agreement, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value in accordance with Section 2(w)(iii);

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder; such terms and conditions may include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on Performance Goals), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vi) to institute and determine the terms and conditions of an Exchange Program; provided however, that the Administrator shall not implement an Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any annual or special meeting of the Company’s stockholders;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(viii) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;

(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations established for the purpose of satisfying non-U.S. Applicable Laws, for qualifying for favorable tax treatment under applicable non-U.S. Applicable Laws or facilitating compliance with non-U.S. Applicable Laws (sub-plans may be created for any of these purposes);

(x) to modify or amend each Award (subject to Section 22 of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards, to accelerate vesting and to extend the maximum term of an Option (subject to the terms and conditions of the Plan and compliance with all Applicable Laws, including, without limitation, Section 6(b) of the Plan regarding Incentive Stock Options and Code Section 409A);

(xi) adjust Performance Goals to take into account changes in Applicable Laws or in accounting or tax rules, or such other extraordinary, unforeseeable, nonrecurring or infrequently occurring events or circumstances as the Administrator deems necessary or appropriate to avoid windfalls or hardships;

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(xii) to allow Participants to satisfy tax withholding obligations in such manner as prescribed in Section 16 of the Plan;

(xiii) to authorize any person to execute on behalf of the Company any instrument required to give effect to the grant of an Award previously granted by the Administrator;

(xiv) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award; and

(xv) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator’s Decision. Subject to the limitations set forth in the Plan and/or any applicable Award Agreement, the Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant to the Company for review. Any Officer of the Company, including but not limited to Insiders, shall have the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution shall be final and binding on the Company and the Participant. Only the Committee shall have the authority to review and resolve disputes with respect to Awards held by Participants who are Insiders.

(d) Delegation. To the extent permitted by Applicable Laws, the Board or Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or Officers.

(e) Administration of Awards Subject to Performance Goals. The Administrator will, in its sole discretion, determine the Performance Goals, if any, applicable to any Award (including any adjustment(s) thereto that will be applied in determining the achievement of such Performance Goals). The Performance Goals may differ from Participant to Participant and from Award to Award. The Administrator shall determine and approve the extent to which such Performance Goals have been timely achieved and the extent to which the Shares subject to such Award have thereby been earned.

(f) Section 16 of the Exchange Act. Awards granted to Participants who are Insiders must be approved by two or more “non-employee directors” of the Board (as defined in the regulations promulgated under Section 16 of the Exchange Act).

5. Award Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Stock Bonuses may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Stock Options.

(a) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares subject to each Option will be determined as of the date the Option with respect to such Shares is granted.

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(b) Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

(i) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator in an Award Agreement, subject to the following:

(1) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.

(B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(3) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.

(4) The exercise price may be adjusted as provided in Section 14 below.

(ii) Exercisability and Vesting. At the time an Option is granted, the Administrator will fix the period within which the Option may vest and/or be exercised and will determine any conditions that must be satisfied before the Option may vest and/or be exercised, subject to adjustment as set forth herein or in an applicable Award Agreement. An Option will vest and/or become exercisable at such time, and upon such terms, as are determined by the Administrator in an applicable Award Agreement, which may include completion of a specified period of service with the Company or an Affiliate and/or based on the achievement of Performance Goals during a Performance Period as set out in advance in the Participant’s Award Agreement. If an Option vests and/or becomes exercisable based on the satisfaction of Performance Goals, then the Administrator will: (x) determine the nature, length and starting date of any Performance Period; (y) select the Performance Goals to be used to measure the performance; and (z) determine what additional conditions, if any, should apply.

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(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant in an applicable Award Agreement. Such consideration for both types of Options may consist of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment.

(d) Exercise of Option.

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (i) a notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with full payment of any applicable taxes or other amounts required to be withheld or deducted with respect to the Option). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 15 of the Plan or an applicable Award Agreement.

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death, Disability or Cause, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the unvested portion of the Option will terminate and the Shares covered by the unvested portion of the Option (after giving effect to any applicable acceleration provisions that apply to such Option) will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

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(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination as a result of Participant’s Disability. Unless otherwise provided by the Administrator, if on the date of such termination the Participant is not vested as to his or her entire Option, the unvested portion of the Option will terminate and the Shares covered by the unvested portion of the Option (after giving effect to any applicable acceleration provisions that apply to such Option) will revert to the Plan. If after such termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the unvested portion of the Option will terminate and the Shares covered by the unvested portion of the Option (after giving effect to any applicable acceleration provisions that apply to such Option) will revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(v) Termination for Cause. If a Participant ceases to be a Service Provider as a result of being terminated for Cause, any outstanding Option (including any vested portion thereof) held by such Participant shall immediately terminate in its entirety upon the Participant being first notified of his or her termination for Cause and the Participant will be prohibited from exercising his or her Option from and after the date of such notification. All the Participant’s rights under any Option, including the right to exercise the Option, may be suspended pending an investigation of whether Participant will be terminated for Cause.

(vi) Automatic Extension of Term Due to Trading Restrictions. Notwithstanding anything herein to the contrary, if, as of the last date on which an Option would otherwise be exercisable, a Participant is prohibited by Applicable Law or written Company policy from engaging in any open-market sales of Common Stock, the final exercise date of such Option will be automatically extended to the date that is thirty (30) days following the date the Participant is no longer prohibited from engaging in such open-market sales; provided that the foregoing will not apply to the extent it would result in any Incentive Stock Option having a maximum term that is longer than is specified in Section 6(b) above or would result in a violation of Code Section 409A.

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7. Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Vesting Criteria and Other Terms. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the Period of Restriction has lapsed. The Period of Restriction will lapse at such time, and upon such terms, as are determined by the Administrator in an applicable Award Agreement, which may include the completion of a specified period of service with the Company or an Affiliate and/or based on the achievement of Performance Goals during a Performance Period as set out in advance in the Participant’s Award Agreement. If the Period of Restriction will lapse upon the satisfaction of Performance Goals, then the Administrator will: (x) determine the nature, length and starting date of any Performance Period; (y) select the Performance Goals to be used to measure the performance; and (z) determine what additional conditions, if any, should apply.

(c) Transferability. Except as provided in this Section 7, the Award Agreement or other written agreement between the Company or any of its Affiliates and an applicable Participant, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions. The Administrator, in its sole discretion, may in an applicable Award Agreement impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine in an applicable Award Agreement. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise in an applicable Award Agreement.

(g) Dividends and Other Distributions. Unless the Administrator provides otherwise in an applicable Award Agreement, during the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, and any such dividends or distributions will be subject to the same terms, including, without limitation, vesting and restrictions on transferability and forfeitability, as the Shares of Restricted Stock with respect to which they were paid.

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(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will be cancelled and returned as unissued Shares to the Company and again will become available for grant under the Plan.

8. Restricted Stock Units.

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Restricted Stock Units granted under the Plan, including the number of Restricted Stock Units subject to such grant, will be evidenced by an Award Agreement setting forth the terms, conditions, and restrictions (if any) related to the grant, subject to the limitations set forth herein.

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria and other terms in its discretion in an applicable Award Agreement, which, depending on the extent to which the vesting criteria and other terms are met, will determine the number of Restricted Stock Units that settle into shares of Common Stock. A Restricted Stock Unit Award will vest at such time, and upon such terms, as are determined by the Administrator in an applicable Award Agreement, which may include upon completion of a specified period of service with the Company or an Affiliate and/or based on the achievement of Performance Goals during a Performance Period as set out in advance in the Participant’s Award Agreement. If Restricted Stock Units vest based upon satisfaction of Performance Goals, then the Administrator will: (x) determine the nature, length and starting date of any Performance Period; (y) select the Performance Goals to be used to measure the performance; and (z) determine what additional conditions, if any, should apply.

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria and any other conditions, the Participant will be entitled to have the Restricted Stock Units settled as determined by the Administrator, subject to the limitations set forth herein or in an applicable Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria or other conditions that must be met for the Restricted Stock Units to settle.

(d) Dividend Equivalents. The Administrator may, in its sole discretion, award dividend equivalents in connection with the grant of Restricted Stock Units that may be settled in cash, in Shares of equivalent value, or in some combination thereof. Absent a contrary provision in an Award Agreement, such dividend equivalents shall be subject to the same terms, restrictions and risk of forfeiture as the Restricted Stock Units with respect to which the dividends accrue and shall not be settled unless and until the related Restricted Stock Units have vested and been earned.

(e) Form and Timing of Settlement. Settlement of earned Restricted Stock Units will be made upon the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(f) Cancellation. On the date set forth in the Award Agreement, all Shares underlying any unvested, unearned Restricted Stock Units (after giving effect to any applicable acceleration provisions that apply to such Restricted Stock Units) will be forfeited to the Company and the underlying shares of Common Stock will be available for future issuance under the Plan in accordance with Section 3(c).

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9. Stock Appreciation Rights.

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service Provider, which number will be set forth in an applicable Award Agreement.

(c) Exercise Price and Other Terms. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The per share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan, which will be set forth in an applicable Award Agreement.

(d) Exercisability and Vesting. At the time a Stock Appreciation Right is granted, the Administrator will fix the period within which the Stock Appreciation Right may vest and/or be exercised and will determine any conditions that must be satisfied before the Option may vest and/or be exercised. A Stock Appreciation Right will vest and/or become exercisable at such time, and upon such terms, as are determined by the Administrator in an applicable Award Agreement, which may include completion of a specified period of service with the Company or an Affiliate and/or based on the achievement of Performance Goals during a Performance Period as set out in advance in the Participant’s Award Agreement. If a Stock Appreciation Right vests and/or becomes exercisable based on the satisfaction of Performance Goals, then the Administrator will: (x) determine the nature, length and starting date of any Performance Period; (y) select the Performance Goals to be used to measure the performance; and (z) determine what additional conditions, if any, should apply.

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(b) relating to the maximum term and Section 6(d) relating to exercise also will apply to Stock Appreciation Rights, mutatis mutandis.

(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i) The amount, if any, by which the Fair Market Value of a Share on the date of exercise exceeds the exercise price; times

(ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.

At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

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10. Stock Bonus Awards.

(a) Awards of Stock Bonuses. A Stock Bonus Award is an award of Shares to an eligible person without a purchase price that is not subject to any restrictions. All Stock Bonus Awards may be made, but are not required to be made, pursuant to an Award Agreement.

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares to be awarded to any Participant under a Stock Bonus Award and any other terms applicable to such Stock Bonus Award.

(c) Form and Timing of Payment. Payment of a Stock Bonus Award will be made upon the date(s) determined by the Administrator and set forth in the Award Agreement (unless such grant is not made pursuant to an Award Agreement as provided in Section 10(a)). Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares subject to the Stock Bonus Award on the date of payment, as determined in the sole discretion of the Administrator.

11. Outside Director Limitations. Stock awards granted during a single fiscal year under the Plan or otherwise, taken together with any cash fees paid during such fiscal year for services on the Board, shall not exceed $750,000 in total value for any Outside Director, except with respect to the first year of service in which case any stock awards granted and cash fees paid will not exceed $1,000,000 in total value (calculating the value of any such stock awards, in each case, based on the grant date fair value of such stock awards for financial reporting purposes). Such applicable limit shall include the value of any stock awards that are received in lieu of all or a portion of any annual committee cash retainers or other similar cash-based payments. Stock awards granted to an individual while he or she was serving in the capacity as an Employee or while he or she was an Independent Contractor but not an Outside Director will not count for purposes of the limitations set forth in this Section 11.

12. Leaves of Absence/Transfer Between Locations. The Administrator shall have the discretion to determine in an applicable Award Agreement whether and to what extent the vesting of Awards shall be suspended during any leave of absence; provided, however, that in the absence of such determination, vesting of Awards shall continue during any paid leave and shall be suspended during any unpaid leave (unless otherwise required by Applicable Laws). A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Participant’s employer or (ii) transfers between locations of the Company or between the Company or any Affiliate. If an Employee is holding an Incentive Stock Option and such leave exceeds three (3) months then, for purposes of Incentive Stock Option status only, such Employee’s service as an Employee shall be deemed terminated on the first (1^st) day following such three (3) month period and the Incentive Stock Option shall thereafter automatically treated for tax purposes as a Nonstatutory Stock Option in accordance with Applicable Laws, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy.

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13. Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from full-time to part-time), the Administrator, in its sole discretion, may, if so provided in an applicable Award Agreement (i) make a corresponding reduction in the number of Shares or cash amount subject to any portion of any outstanding Award that is scheduled to vest, settle and/or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend or otherwise revise the vesting, settlement and/or payment schedule applicable to any outstanding Award (in accordance with all Applicable Laws, including, without limitation, Section 409A of the Code, as applicable). In the event the Administrator takes any action pursuant to this Section 13, the Participant will have no right with respect to any portion of any affected Award.

14. Transferability of Awards. Unless determined otherwise by the Administrator or otherwise provided in an Award Agreement or other written agreement between the Company and an applicable Participant, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will be subject to such additional terms and conditions as the Administrator deems appropriate and provides in an applicable Award Agreement provided, however, that in no event may any Award be transferred for consideration to a third-party financial institution, unless otherwise provided in an Award Agreement or other applicable written agreement between the Company or any of its Affiliates and the applicable Participant.

15. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend or distribution of property, including shares of a subsidiary) or reclassification of the Shares, subdivision of the Shares, a rights offering, a reorganization, merger, spin-off, split-up, repurchase, or exchange of Common Stock or other securities of the Company or other significant corporate transaction, or other change affecting the Common Stock occurs, the Administrator, in order to prevent dilution, diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable in its good faith discretion, adjust the number, kind and class of securities that may be delivered under the Plan and/or the number, class, kind and price of securities covered by each outstanding Award. Notwithstanding the forgoing, all adjustments under this Section 15 shall be made in a manner that does not result in taxation or penalties under Code Section 409A.

(b) Dissolution or Liquidation. In the event of the proposed winding up, dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised or settled, and without limiting Section 14(a) or 14(c) herein, an Award will terminate immediately prior to the consummation of such proposed action.

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(c) Corporate Transaction. Except as otherwise provided in an applicable Award Agreement or other agreement with the Participant that is binding upon the Company, in the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock, or (iv) a Change in Control (each, a “Corporate Transaction”), each outstanding Award (vested or unvested) will be treated as the Administrator determines, which determination may be made without the consent of any Participant and need not treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent of any Participant, shall provide for one or more of the following in the event of a Corporate Transaction: (A) the continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of such outstanding Awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its parent of new options or other equity awards for such Awards that preserve (as of immediately after the Corporate Transaction) the intrinsic value of such Awards (as of immediately prior to the Corporate Transaction); (D) the cancellation of such outstanding Awards in exchange for a payment to the Participants equal to the excess of (1) the Fair Market Value of the Shares subject to such Awards as of the closing date of such Corporate Transaction over (2) the exercise price or purchase price paid or to be paid (if any) for the Shares subject to the Awards; provided that, at the discretion of the Administrator and to the extent permissible under all Applicable Laws (including without limitation Section 409A of the Code), such payment may be subject to the same conditions that apply to the consideration that will be paid to holders of Shares in connection with the transaction; (E) the full or partial acceleration of vesting, settlement, payment and/or expiration of such outstanding Awards as of immediately prior to the Corporate Transaction; (F) the full or partial lapse of forfeiture, repurchase or reacquisition rights with respect to Shares previously acquired pursuant to any Awards as of immediately prior to the Corporate Transaction; or (G) the opportunity for Participants to exercise such outstanding Options and/or Stock Appreciation Rights prior to the occurrence of the Corporate Transaction and the termination of such outstanding, unexercised Options and/or Stock Appreciation Rights upon the consummation of such Corporate Transaction for no consideration but only if such right may be exercised by the Participant by broker-assisted transaction or through net exercise and net tax withholding.

(d) Change in Control. An Award may be subject to additional acceleration of vesting, settlement, payment and/or expiration upon or after a Change in Control as may be provided in the Award Agreement for such Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur unless approved by the Administrator.

16. Tax.

(a) Withholding Requirements. Subject to any limitations provided in an applicable Award Agreement, prior to the delivery of any Shares or cash pursuant to an Award (or exercise or settlement thereof) or prior to any time the Award or Shares are subject to taxation or other Tax-Related Items, the Company and/or the Participant’s employer will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax-Related Items or other items that the Company or any Affiliate is required to withhold or deduct or that is otherwise applicable with respect to such Award.

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time (but subject to any limitations set forth in an applicable Award Agreement)¹, may require a Participant to satisfy such withholding or deduction obligations or any other Tax-Related Items, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares, (iii) delivering to the Company already-owned Shares, or (iv) such other method as may be set forth in the Award Agreement; provided that, unless specifically permitted by the Company, any proceeds derived from a cashless exercise must be an approved broker-assisted cashless exercise or the cash or Shares withheld or delivered must be limited to avoid financial accounting charges under applicable accounting guidance or Shares must have been previously held for the minimum duration required to avoid financial accounting charges under applicable accounting guidance. The Fair Market Value of the Shares to be withheld or delivered will be determined based on such methodology that the Company deems to be reasonable and in accordance with Applicable Laws.

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(c) Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A (or an exemption therefrom) and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A (or an exemption therefrom), such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company be responsible for or reimburse a Participant for any taxes or other penalties incurred as a result of the application of Code Section 409A to the extent such taxes result from the failure of the Plan or an Award Agreement to be in documentary compliance with Code Section 409A.

17. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company or any Affiliate, nor will they interfere in any way with the Participant’s right or the Company’s or any Affiliate’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

18. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

19. Corporate Records Control. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of Shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

20. Clawback/Recovery. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and/or benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, and/or recoupment upon the occurrence of certain specified events, in addition to any applicable vesting, performance or other conditions and restrictions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award granted under the Plan shall be subject to the Company’s clawback policy to the extent such policy is adopted pursuant to, and consistent with the requirements of, Applicable Laws. The Administrator may require a Participant to forfeit or return to and/or reimburse the Company for all or a portion of the Award and/or Shares issued under the Award, any amounts paid under, or benefits provided pursuant to, the Award, and any payments or proceeds paid or provided upon disposition of the Shares issued under the Award, pursuant to the terms of such Company clawback policy or as necessary or appropriate to comply with Applicable Laws.

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21. Term of Plan. Subject to Section 25 of the Plan, the restatement of the Prior Plan into this Plan became effective as of the Effective Date. The Plan will continue in effect for a term of ten (10) years measured from the earlier of the date the Board approves restatement of the Prior Plan into this Plan or the approval of such restatement by the Company’s stockholders, unless terminated earlier under Section 22 of the Plan.

22. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan, subject to Section 22(b) and (c).

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

23. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the vesting, exercise, settlement or payment (as applicable) of an Award unless the vesting, exercise, settlement or payment of such Award and the issuance and delivery of such Shares or cash will comply with Applicable Laws as determined by the Company in good faith.

(b) Investment Representations. As a condition to the vesting, exercise, settlement or payment of an Award, the Company may require the Participant to represent and warrant at the time of any such vesting, exercise, settlement or payment that the Shares are being purchased or issued only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

24. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares, or payment of cash, hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares, or pay such cash, as to which such requisite authority will not have been obtained.

25. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Prior Plan was restated into this Plan. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

26. Governing Law. The Plan and all Awards hereunder shall be construed in accordance with and governed by the laws of the State of Delaware, but without regard to its conflict of law provisions.

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Exhibit 10.7

VOLTA INC.

Founder Incentive Plan

1. Purposes of the Plan. The purposes of this Plan are (a) to retain the Founders to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize the Founders with equity-based compensation to align their interests with the Company’s stockholders; and (c) to promote the success of the Company’s business.

The Plan permits the grant of Restricted Stock Units.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

(d) “Award” means, individually or collectively, a grant under the Plan of Restricted Stock Units.

(f) “Board” means the Board of Directors of the Company.

(g) “Cause” means, with respect to the termination of a Participant’s status as a Service Provider, (i) except as otherwise defined in an Award Agreement, in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate of the Company and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import) or where it only applies upon the occurrence of a change in control and one has not yet taken place): (A) any material breach by Participant of any material written agreement between Participant and the Company; (B) any failure by Participant to comply with the Company’s material written policies or rules as they may be in effect from time to time; (C) neglect or persistent unsatisfactory performance of Participant’s duties; (D) Participant’s repeated failure to follow reasonable and lawful instructions from the Board or Chief Executive Officer; (E) Participant’s indictment for, conviction of, or plea of guilty or nolo contendere to, any felony or crime that results in, or is reasonably expected to result in, a material adverse effect on the business or reputation of the Company; (F) Participant’s commission of or participation in an act of fraud against the Company; (G) Participant’s commission of or participation in an act that results in material damage to the Company’s business, property or reputation; or (H) Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (ii) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement (taking into account, for the avoidance of doubt, applicable cure periods and other applicable conditions to such determination); provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. For purposes of clarity, a termination without “Cause” does not include any termination that occurs solely as a result of Participant’s death or Disability. Where a determination is made under clause (i) above, the determination as to whether a Participant’s status as a Service Provider for purposes of the Plan has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. Where a determination is made under clause (ii) above, the determination as to whether a Participant’s status as a Service Provider for purposes of the Plan has been terminated for Cause will be made in accordance with the applicable employment agreement, consulting agreement, change in control agreement or similar agreement. The foregoing definition does not in any way limit the Company’s ability (or that of any Affiliate or any successor thereto, as appropriate) to terminate a Participant’s employment or consulting relationship at any time, subject to Applicable Laws.

(h) “Change in Control” except as may otherwise be provided in an Award Agreement or other applicable agreement that is executed by an applicable Participant after the Effective Date hereof, means the occurrence of any of the following:

(iii) A change in the effective control of the Company, which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

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(iv) The consummation of any transaction as a result of which any Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least twenty-five percent (25%) of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Section 2(h), the term “Person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude:

(1) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate;

(2) a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock of the Company;

(3) the Company; and

(4) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions. In addition, if any Person (as defined above) owns more than twenty-five percent (25%) of the total voting power represented by the Company’s then outstanding voting securities and no other Person or group of related Persons owns a greater percentage of such voting power, the acquisition of additional securities of the Company by the same Person will not be considered to cause a Change in Control. If required for compliance with Code Section 409A, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(i) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(j) “Code Section 409A” Code Section 409A, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

(k) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.

(l) “Common Stock” means the Class B common stock of the Company.

(m) “Company” means Volta, Inc., a Delaware corporation, or any successor thereto.

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(n) “Director” means a member of the Board.

(o) “Disability” means, unless otherwise specified in an Award Agreement, total and permanent disability as determined by the Social Security Administration or the long-term disability plan maintained by the Company. The Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(p) “Effective Date” means August 26, 2021.

(q) “Employee” means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(r) “Employee-Founder” means a Founder who is an Employee.

(s) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(t) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(u) “Fiscal Year” means the fiscal year of the Company.

(v) “Founder” means each of Scott Mercer and/or Christopher Wendel, as applicable.

(w) “Independent Contractor” means any person, including an advisor, consultant or agent, engaged by the Company or an Affiliate to render services to such entity or who renders, or has rendered, services to the Company, or any Affiliate and is compensated for such services.

(x) “Insider” means an Officer or Director or any other person whose transactions in Common Stock are subject to Section 16 of the Exchange Act.

(y) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

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(z) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(aa) “Participant” means the holder of an outstanding Award.

(bb) “Plan” means this Founder Incentive Plan.

(cc) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 6. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(dd) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(ee) “Section 16(b)” means Section 16(b) of the Exchange Act.

(ff) “Service Provider” means an Employee, Director or Independent Contractor.

(gg) “Share” means a share of Common Stock, as adjusted in accordance with Section 9 of the Plan.

(hh) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

(ii) “Tax-Related Items” means income tax, social insurance or other social contributions, national insurance, social security, payroll tax, fringe benefits tax, payment on account or other tax-related items.

3. Stock Subject to the Plan.

(a) Stock Subject to the Plan. Subject to the provisions of Sections 3(b) and 9 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan will not exceed the 10,500,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.

(b) Lapsed Awards. To the extent an Award should expire or be forfeited, the unissued Shares that were subject thereto shall not return to the Plan and shall no longer be available under the Plan for issuance pursuant to future Awards. In addition, any Shares which are retained by the Company in order to satisfy any withholding taxes due with respect to such Award shall no longer be available under the Plan for issuance pursuant to future Awards. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will result in reducing the number of Shares available for issuance under the Plan.

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4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. Different Committees with respect to each Founder may administer the Plan.

(ii) Rule 16b-3. The transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.

(i) to determine the Fair Market Value in accordance with Section 2(t)(iii);

(ii) to determine the number of Shares to be covered by each Award granted hereunder, provided that each Founder will be granted an initial Award covering 5,250,000 Shares effective as soon as practicable following the closing of the transactions contemplated by the Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, SNPR Merger Sub I, Inc., a Delaware corporation, SNPR Merger Sub II, LLC, a Delaware limited liability company, and Volta Industries, Inc., a Delaware corporation (each, an “Initial Founder Award”);

(iii) to approve forms of Award Agreements for use under the Plan;

(iv) to determine the terms and conditions, consistent with the terms set forth in the Business Combination Agreement and not inconsistent with the terms of the Plan, of any Award granted hereunder; such terms and conditions may include, but are not limited to, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(v) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(vi) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;

(vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations established for the purpose of satisfying non-U.S. Applicable Laws, for qualifying for favorable tax treatment under applicable non-U.S. Applicable Laws or facilitating compliance with non-U.S. Applicable Laws (sub-plans may be created for any of these purposes);

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(viii) to modify or amend each Award (subject to Section 16 of the Plan), subject to the terms and conditions of the Plan and compliance with all Applicable Laws;

(ix) to allow Participants to satisfy tax withholding obligations in such manner as prescribed in Section 16 of the Plan;

(x) to authorize any person to execute on behalf of the Company any instrument required to give effect to the grant of an Award previously granted by the Administrator;

(xi) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award; and

(xii) to make all other determinations deemed necessary or advisable for administering the Plan.

(e) Section 16 of the Exchange Act. Awards granted to Participants who are Insiders must be approved by two or more “non-employee directors” of the Board (as defined in the regulations promulgated under Section 16 of the Exchange Act).

5. Award Eligibility. Restricted Stock Units may be granted to any Founder who is a Service Provider.

6. Restricted Stock Units.

(a) Grant. Restricted Stock Units granted under the Plan, including the number of Restricted Stock Units subject to such grant, will be evidenced by an Award Agreement setting forth the terms, conditions, and restrictions (if any) related to the grant, subject to the limitations set forth herein.

(b) Vesting Criteria and Other Terms. A Restricted Stock Unit Award will vest at such time, and upon such terms, as are determined by the Administrator consistent with the Business Combination Agreement, the Plan and Applicable Laws, and set forth in an applicable Award Agreement. The extent to which the vesting criteria and other terms set by the Administrator are met will determine the number of Restricted Stock Units that settle into shares of Common Stock.

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(f) Cancellation. On the date set forth in the Award Agreement, all Shares underlying any unvested, unearned Restricted Stock Units (after giving effect to any applicable acceleration provisions that apply to such Restricted Stock Units) will be forfeited to the Company and the underlying shares of Common Stock will not be available for future issuance under the Plan.

7. Leaves of Absence/Transfer Between Locations. The Administrator shall have the discretion to determine in an applicable Award Agreement whether and to what extent the vesting of Awards shall be suspended during any leave of absence; provided, however, that in the absence of such determination, vesting of Awards shall continue during any paid leave and shall be suspended during any unpaid leave (unless otherwise required by Applicable Laws). A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Participant’s employer or (ii) transfers between locations of the Company or between the Company or any Affiliate.

8. Transferability of Awards. Unless determined otherwise by the Administrator or otherwise provided in an Award Agreement or other written agreement between the Company or any of its Affiliates and an applicable Participant, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will be subject to such additional terms and conditions as the Administrator deems appropriate and provides in an applicable Award Agreement provided, however, that in no event may any Award be transferred for consideration to a third-party financial institution, unless otherwise provided in an Award Agreement or other applicable written agreement between the Company or any of its Affiliates and the applicable Participant.

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9. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend or distribution of property, including shares of a subsidiary) or reclassification of the Shares, subdivision of the Shares, a rights offering, a reorganization, merger, spin-off, split-up, repurchase, or exchange of Common Stock or other securities of the Company or other significant corporate transaction, or other change affecting the Common Stock occurs, the Administrator, in order to prevent dilution, diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable in its good faith discretion, adjust the number, kind and class of securities that may be delivered under the Plan and/or the number, class and kind of securities covered by each outstanding Award. Notwithstanding the forgoing, all adjustments under this Section 9 shall be made in a manner that does not result in taxation or penalties under Code Section 409A.

(b) Dissolution or Liquidation. In the event of the proposed winding up, dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously settled, and without limiting Section 9(a) or 9(c) herein, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Corporate Transaction. Except as otherwise provided in an applicable Award Agreement or other agreement with the Participant that is binding upon the Company, in the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock, or (iv) a Change in Control (each, a “Corporate Transaction”), each outstanding Award (vested or unvested) will be treated as the Administrator determines, which determination may be made without the consent of any Participant and need not treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent of any Participant, shall provide for one or more of the following in the event of a Corporate Transaction: (A) the continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of such outstanding Awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its parent of new equity awards for such Awards that preserve (as of immediately after the Corporate Transaction) the intrinsic value of such Awards (as of immediately prior to the Corporate Transaction); (D) the cancellation of such outstanding Awards in exchange for a payment to the Participants equal to the Fair Market Value of the vested Shares subject to such Awards as of the closing date of such Corporate Transaction; provided that, at the discretion of the Administrator and to the extent permissible under all Applicable Laws (including without limitation Section 409A of the Code), such payment may be subject to the same conditions that apply to the consideration that will be paid to holders of Shares in connection with the transaction; or (E) the full or partial acceleration of vesting, settlement, payment and/or expiration of such outstanding Awards as of immediately prior to the Corporate Transaction.

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10. Tax.

(a) Withholding Requirements. Subject to any limitations provided in an applicable Award Agreement, prior to the delivery of any Shares or cash pursuant to an Award (or settlement thereof) or prior to any time the Award or Shares are subject to taxation or other Tax-Related Items, the Company and/or the Participant’s employer will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax-Related Items or other items that the Company or any Affiliate is required to withhold or deduct or that is otherwise applicable with respect to such Award.

11. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company or any Affiliate, nor will they interfere in any way with the Participant’s right or the Company’s or any Affiliate’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

12. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

13. Corporate Records Control. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., vesting schedule or number of Shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

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14. Clawback/Recovery. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and/or benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, and/or recoupment upon the occurrence of certain specified events, in addition to any applicable vesting, performance or other conditions and restrictions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award granted under the Plan shall be subject to the Company’s clawback policy to the extent such policy is adopted pursuant to, and consistent with the requirements of, Applicable Laws. The Administrator may require a Participant to forfeit or return to and/or reimburse the Company for all or a portion of the Award and/or Shares issued under the Award, any amounts paid under, or benefits provided pursuant to, the Award, and any payments or proceeds paid or provided upon disposition of the Shares issued under the Award, pursuant to the terms of such Company clawback policy or as necessary or appropriate to comply with Applicable Laws.

15. Term of Plan. Subject to Section 19 of the Plan, the Plan will become effective as of the Effective Date. The Plan will continue in effect for a term of ten (10) years measured from the earlier of the date the Board approves this Plan or the approval of this Plan by the Company’s stockholders, unless terminated earlier under Section 16 of the Plan.

16. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan, subject to Section 16(b) and (c).

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

17. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the vesting, settlement or payment (as applicable) of an Award unless the vesting, settlement or payment of such Award and the issuance and delivery of such Shares or cash will comply with Applicable Laws as determined by the Company in good faith.

(b) Investment Representations. As a condition to the vesting, settlement or payment of an Award, the Company may require the Participant to represent and warrant at the time of any such vesting, settlement or payment that the Shares are being purchased or issued only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

18. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares, or payment of cash, hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares, or pay such cash, as to which such requisite authority will not have been obtained.

19. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

20. Governing Law. The Plan and all Awards hereunder shall be construed in accordance with and governed by the laws of the State of Delaware, but without regard to its conflict of law provisions.

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Exhibit 10.8

VOLTA INC.

2021 EMPLOYEE STOCK PURCHASE PLAN

1. General; Purpose.

(a) Purpose. The Plan provides a means by which Eligible Employees and/or Eligible Service Providers of either the Company or a Designated Company may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees and/or Eligible Service Providers. The Company, by means of the Plan, seeks to, and seeks to assist its Related Corporations or Affiliates to, retain the services of Eligible Employees and Eligible Service Providers and provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations and Affiliates.

(b) Qualified and Non-Qualified Offerings Permitted. The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code, including without limitation, to extend and limit Plan participation in a uniform and non-discriminating basis. In addition, this Plan authorizes grants of Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan. Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with the provisions of the Plan, except with respect to a Non-423 Component, the terms of which may vary from the requirements of the Plan that relate to qualification as an Employee Stock Purchase Plan), and the Company will designate which Designated Company is participating in each separate Offering and if any Eligible Service Providers will be eligible to participate in a separate Offering. Eligible Employees will be able to participate in the 423 Component or Non-423 Component of the Plan. Eligible Service Providers will only be able to participate in the Non-423 Component of the Plan.

2. Administration.

(a) The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan and in accordance with Applicable Laws:

(i) To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).

(ii) To designate from time to time which Related Corporations will be eligible to participate in the Plan as Designated 423 Corporations or as Designated Non-423 Corporations, which Affiliates will be eligible to participate in the Plan as Designated Non-423 Corporations, and which Designated Companies will participate in each separate Offering (to the extent that the Company makes separate Offerings).

(iii) To designate from time to time which persons will be eligible to participate in the Non-423 Component of the Plan as Eligible Service Providers and which Eligible Service Providers will participate in each separate Offering (to the extent that the Company makes separate Offerings).

(iv) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.

(v) To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.

(vi) To suspend or terminate the Plan at any time as provided in Section 12.

(vii) To amend the Plan at any time as provided in Section 12.

(viii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company, its Related Corporations, and Affiliates and to carry out the intent that the 423 Component be treated as an Employee Stock Purchase Plan.

(ix) To adopt such rules, procedures and sub-plans relating to the operation and administration of the Plan as are necessary or appropriate under Applicable Laws to permit or facilitate participation in the Plan by Employees or Eligible Service Providers who are non-U.S. nationals or employed or providing services or located or otherwise subject to the laws of a jurisdiction outside the United States. Without limiting the generality of, but consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans, which, for purposes of the Non-423 Component, may be beyond the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, handling and making of Contributions, establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to Applicable Laws.

(c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan and Applicable Laws, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

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(d) All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

3. Shares of Common Stock Subject to the Plan.

(a) Number of Shares Available. Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed 3,715,944 shares of Common Stock.

(b) Share Recycling. If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan.

(c) Source of Shares. The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

4. Grant of Purchase Rights; Offering.

(a) Offerings. The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees and/or Eligible Service Providers under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate, and, with respect to the 423 Component, will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering will be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the Offering Document or otherwise) the period during which the Offering will be effective, which period will not exceed twenty seven (27) months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

(b) More than One Purchase Right. If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.

(c) Restart Provision Permitted. The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Offering.

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5. Eligibility.

(a) General. Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Related Corporation or, solely with respect to the Non-423 Component, Employees of an Affiliate or Eligible Service Providers.

(b) Grant of Purchase Rights in Ongoing Offering. The Board may provide that Employees will not be eligible to be granted Purchase Rights under the Plan if, on the Offering Date, the Employee (i) has not completed at least two (2) years of service since the Employee’s last hire date (or such lesser period of time as may be determined by the Board in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Board in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Board in its discretion), (iv) is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code, or (v) has not satisfied such other criteria as the Board may determine consistent with Section 423 of the Code. Unless otherwise determined by the Board for any Offering, an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has completed at least three (3) months of service since the Employee’s last hire date and customarily works more than twenty (20) hours per week and more than five (5) months per calendar year.

(c) 5% Stockholders Excluded. No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five (5) percent or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee.

(d) $25,000 Limit. As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which, when aggregated, exceeds U.S. $25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.

(e) Service Requirement. An Eligible Service Provider will not be eligible to be granted Purchase Rights unless the Eligible Service Provider is providing bonafide services to the Company or a Designated Company on the applicable Offering Date.

(f) Non-423 Component Offerings. Notwithstanding anything set forth herein except for Section 5(e) above, the Board may establish additional eligibility requirements, or fewer eligibility requirements, for Employees and/or Eligible Service Providers with respect to Offerings made under the Non-423 Component even if such requirements are not consistent with Section 423 of the Code.

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6. Purchase Rights; Purchase Price.

(a) Grant and Maximum Contribution Rate. On each Offering Date, each Eligible Employee or Eligible Service Provider, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to that number of shares of Common Stock (rounded down to the nearest whole share) purchasable either with a percentage or with a maximum dollar amount of such Employee’s earnings (as defined by the Board in each Offering and consistent with Section 423(b)(5) of the Code, as applicable), as designated by the Board; provided however, that in the case of Eligible Employees, such percentage or maximum dollar amount will in either case not exceed 15% of such Employee’s earnings during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering, unless otherwise provided for in an Offering.

(b) Purchase Dates. The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering.

(c) Other Purchase Limitations. In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering, and (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable on exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable.

(d) Purchase Price. The purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of:

(i) an amount equal to 85%¹ of the Fair Market Value of the shares of Common Stock on the Offering Date; or

(ii) an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.

7. Participation; Withdrawal; Termination.

(a) Enrollment. An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to the Company, within the time specified by the Company, an enrollment form provided by the Company or any third party designated by the Company (each, a “Company Designee”). The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where Applicable Laws require that Contributions be deposited with a Company Designee or otherwise be segregated.

Note to Draft: Subject to further discussion with respect to discount amount and holding period requirements. Plan document sets forth maximum discount. Can address discount amount applicable to an Offering and any holding period for shares acquired in an Offering in the Offering Document. The Offering Document will be subject to the approval of the post-closing CC, so it will be up to CC to decide the ultimate terms of the Offering. We just want to provide for flexibility under the plan terms for now.

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(b) Contributions. If permitted in the Offering, a Participant may begin Contributions with the first payroll or payment date occurring on or after the Offering Date (or, in the case of a payroll date or payment date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such payroll or payment will be included in the new Offering) or on such other date as set forth in the Offering. If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. If required under Applicable Laws or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through a payment by cash, check, or wire transfer prior to a Purchase Date, in a manner directed by the Company or a Company Designee.

(c) Withdrawals. During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a Company Designee a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. On such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions without interest (except as required by Applicable Law) and such Participant’s Purchase Right in that Offering will then terminate. A Participant’s withdrawal from that Offering will have no effect on his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings.

(d) Termination of Eligibility. Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Eligible Employee or Eligible Service Provider for any reason or for no reason, or (ii) is otherwise no longer eligible to participate. The Company shall have the exclusive discretion to determine when Participant is no longer actively providing services and the date of the termination of employment or service for purposes of the Plan. As soon as practicable, the Company will distribute to such individual all of his or her accumulated but unused Contributions without interest (except as required by Applicable Law).

(e) Leave of Absence. For purposes of this Section 7, an Employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Designated Company in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more than three (3) months or reemployment upon the expiration of such leave is guaranteed by contract or statute. The Company will have sole discretion to determine whether a Participant has terminated employment and the effective date on which the Participant terminated employment, regardless of any notice period or garden leave required under Applicable Laws.

(f) Employment Transfers. Unless otherwise determined by the Board, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between the Company and a Designated Company or between Designated Companies will not be treated as having terminated employment for purposes of participating in the Plan or an Offering; however, if a Participant transfers from an Offering under the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s Purchase Right will be qualified under the 423 Component only to the extent such exercise complies with Section 423 of the Code. If a Participant transfers from an Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the Purchase Right will remain non-qualified under the Non-423 Component. In the event that a Participant’s Purchase Right is terminated under the Plan, the Company will distribute as soon as practicable to such individual all of his or her accumulated but unused Contributions without interest (except as required by Applicable Law).

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(g) No Transfers of Purchase Rights. During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 10.

(h) No Interest. Unless otherwise specified in the Offering or required by Applicable Law, the Company will have no obligation to pay interest on Contributions.

8. Exercise of Purchase Rights.

(a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock (rounded down to the nearest whole share), up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.

(b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock on the final Purchase Date in an Offering, then such remaining amount will roll over to the next Offering.

(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued on such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all Applicable Laws. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than three (3) months from the original Purchase Date and in no event will the Purchase Date be after such date that would exceed the amount of time permitted by Section 423 of the Code. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed as soon as practicable to the Participants without interest (except as required by Applicable Law).

9. Covenants of the Company. The Company will seek to obtain from each U.S. federal or state, non-U.S. or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of Common Stock under any applicable Offering unless the Company determines, in its sole discretion, that doing so would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock pursuant to any Offering under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to issue and sell Common Stock pursuant to any such Offering.

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10. Designation of Beneficiary.

(a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common Stock or Contributions from the Participant’s account under the Plan if the Participant dies before such shares or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation or change must be on a form approved by the Company or as approved by the Company for use by a Company Designee.

(b) If a Participant dies, in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and Contributions (without interest, except as required by Applicable Law) to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and Contributions (without interest, except as required by Applicable Law) to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

11. Capitalization Adjustments; Dissolution or Liquidation; Corporate Transactions.

(a) Capitalization Adjustment. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and number of securities subject to, and the purchase price applicable to, outstanding Offerings and Purchase Rights, and (iii) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding, and conclusive.

(b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, the Board will shorten any Offering then in progress by setting a New Purchase Date prior to the consummation of such proposed dissolution or liquidation. The Board will notify each Participant in writing, prior to the New Purchase Date that the Purchase Date for the Participant’s Purchase Rights has been changed to the New Purchase Date and that such Purchase Rights will be automatically exercised on the New Purchase Date, unless prior to such date the Participant has withdrawn from the Offering as provided in Section 7.

(c) Corporate Transaction. In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock (rounded down to the nearest whole share) prior to the Corporate Transaction under the outstanding Purchase Rights (with such actual date to be determined by the Board in its sole discretion), and the Purchase Rights will terminate immediately after such purchase. The Board will notify each Participant in writing, prior to the New Purchase Date that the Purchase Date for the Participant’s Purchase Rights has been changed to the New Purchase Date and that such Purchase Rights will be automatically exercised on the New Purchase Date, unless prior to such date the Participant has withdrawn from the Offering as provided in Section 7.

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(d) Spin-Off. In the event of a spin-off or similar transaction involving the Company, the Board may take actions deemed necessary or appropriate in connection with an ongoing Offering and subject to compliance with Applicable Laws (including the assumption of Purchase Rights under an ongoing Offering by the spun-off company, or shortening an Offering and scheduling a new Purchase Date prior to the closing of such transaction). In the absence of any such action by the Board, a Participant in an ongoing Offering whose employer ceases to qualify as a Related Corporation as of the closing of a spin-off or similar transaction will be treated in the same manner as if the Participant had terminated employment (as provided in Section 7(d)).

12. Amendment, Termination or Suspension of the Plan.

(a) Plan Amendment. The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by Applicable Laws, including but not limited to any amendment that either (i) increases the number of shares of Common Stock available for issuance under the Plan, (ii) expands the class of individuals eligible to become Participants and receive Purchase Rights, (iii) materially increases the benefits accruing to Participants under the Plan or reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) extends the term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by Applicable Laws.

(b) Suspension or Termination. The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.

(c) No Impairment of Rights. Any benefits, privileges, entitlements, and obligations under any outstanding Purchase Rights granted before an amendment, suspension, or termination of the Plan will not be materially impaired by any such amendment, suspension, or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain any special tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right or the 423 Component complies with the requirements of Section 423 of the Code.

(d) Corrections and Administrative Procedures. Notwithstanding anything in the Plan to the contrary, the Board will be entitled to: (i) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes in the Company’s processing of properly completed Contribution elections; (ii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Contributions; (iii) amend any outstanding Purchase Rights or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423 of the Code; and (iv) establish other limitations or procedures as the Board determines in its sole discretion advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under each Offering.

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13. Tax Matters.

(a) Section 409A of the Code. Purchase Rights granted under the 423 Component are intended to be exempt from the application of Section 409A of the Code under U.S. Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 13(b) below, Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions that will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the short-term deferral period. Subject to Section 13(b) below, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or the exercise, payment, settlement, or deferral thereof is subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled, or deferred in a manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the Purchase Right that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with respect thereto.

(b) No Guarantee of Tax Treatment. Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions outside of the United States, or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 13(a) above. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.

14. Tax Withholding. The Participant will make adequate provision to satisfy any applicable withholding obligations of, and/or contributions required to be remitted by, the Company and/or the applicable Designated Company related to Participant’s Tax-Related Items which arise with respect to Participant’s participation in the Plan or upon the disposition of the shares of Common Stock acquired pursuant to the Plan. The Company and/or the Designated Company may, but will not be obligated to, (i) withhold from the Participant’s compensation or any other payments due to the Participant the amount necessary to meet such withholding obligations and/or required contributions, (ii) withhold a sufficient whole number of shares of Common Stock issued upon exercise of a Purchase Right having an aggregate value sufficient to satisfy such withholding obligations and/or required contributions, (iii) withhold from the proceeds of the sale of shares of Common Stock, either through a voluntary sale or a mandatory sale arranged by the Company, the amount necessary to meet any such withholding obligations and/or required contributions, or (iv) employ any other method that the Company and/or the Designated Company deems appropriate to satisfy any such withholding obligations and/or required contributions. The Company and/or the Designated Company will have the right to take such other action as may be necessary in the opinion of the Company or a Designated Company to satisfy any such withholding obligations and/or required contributions, or reporting obligations related to such Tax-Related Items. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied.

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15. Effective Date of Plan. The Plan will become effective on the Effective Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within twelve (12) months before or after the date the Plan is adopted (or, if required under Section 12(a) above, amended) by the Board.

16. Miscellaneous Provisions.

(a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.

(b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired on exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).

(c) The Plan and any Offering do not constitute an employment or service contract. Nothing in the Plan or in any Offering will in any way alter the at-will nature of a Participant’s employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue his or her employment or service relationship with the Company, a Related Corporation, or an Affiliate, or on the part of the Company, a Related Corporation, or an Affiliate to continue the employment or service of a Participant.

(d) The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules. For purposes of litigating any dispute that may arise directly or indirectly from the Plan or any Offering, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts.

(e) If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.

(f) If any provision of the Plan does not comply with Applicable Laws, such provision will be construed in such a manner as to comply with Applicable Laws.

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17. Definitions. As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a) “423 Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

(b) “Affiliate” means any entity, other than a Related Corporation, that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.

(c) “Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S. federal or state laws, rules and regulations, the rules and regulations of any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws, rules and regulations of any other country or jurisdiction where Purchase Rights are, or will be, granted under the Plan or Participants reside or provide services to the Company or any Related Corporation or Affiliate, as such laws, rules, and regulations shall be in effect from time to time.

(d) “Board” means the Board of Directors of the Company.

(e) “Capitalization Adjustment” means, with respect to, the Common Stock subject to the Plan or subject to any outstanding Purchase Right, a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend) or reclassification of the Common Stock, subdivision of the Common Stock, a rights offering, a reorganization, merger, spin-off, split-up, repurchase, or exchange of Common Stock or other securities of the Company or other significant corporate transaction, or other change affecting the Common Stock occurs.

(f) “Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(g) “Committee” means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).

(h) “Common Stock” means the Class A common stock of the Company.

(i) “Company” means Volta Inc., a Delaware corporation.

(j) “Contributions” means the payroll deductions or other payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already contributed the maximum permitted amount of payroll deductions and other payments during the Offering.

(k) “Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) a transfer of all or substantially all of the Company’s assets;

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(ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person; or

(iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock.

(l) “Designated 423 Corporation” means any Related Corporation selected by the Board as participating in the 423 Component.

(m) “Designated Company” means any Designated Non-423 Corporation or Designated 423 Corporation, provided, however, that at any given time, a Related Corporation participating in the 423 Component will not be a Related Corporation participating in the Non-423 Component.

(n) “Designated Non-423 Corporation” means any Related Corporation or Affiliate selected by the Board as participating in the Non-423 Component.

(o) “Director” means a member of the Board.

(p) “Effective Date” means August 26, 2021.

(q) “Eligible Employee” means an Employee who meets the requirements for eligibility to participate in any Offering in the 423 Component as set forth in the document(s) governing the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.

(r) “Eligible Service Provider” means a natural person other than an Employee or Director who (i) is designated by the Committee to be an “Eligible Service Provider,” (ii) provides bonafide services to the Company and is not a U.S. taxpayer or provides bonafide services to a Designated Non-423 Corporation, and (iii) meets the requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such person also meets the requirements for eligibility to participate set forth in the Plan.

(s) “Employee” means any person, including an Officer or Director, who is treated as an employee in the records of the Company or a Related Corporation or Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(t) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

(u) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

(v) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

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(i) If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in such source as the Board deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in such source as the Board deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Board in compliance with Applicable Laws and in a manner that complies with Sections 409A of the Code.

(w) “Fiscal Year” means the fiscal year of the Company.

(x) “New Purchase Date” means a new Purchase Date set by shortening any Offering then in progress.

(y) “Non-423 Component” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees and Eligible Service Providers.

(z) “Offering” means the grant to Eligible Employees or Eligible Service Providers of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more Purchase Periods during the Offering. The terms and conditions of an Offering will generally be set forth in the “Offering Document” approved by the Board for that Offering.

(aa) “Offering Date” means a date selected by the Board for an Offering to commence.

(bb) “Officer” means a person who is an officer of the Company or a Related Corporation or Affiliate within the meaning of Section 16 of the Exchange Act.

(cc) “Participant” means an Eligible Employee or Eligible Service Provider who holds an outstanding Purchase Right.

(dd) “Plan” means this Volta Inc. 2021 Employee Stock Purchase Plan, including both the 423 Component and the Non-423 Component, as amended from time to time.

(ee) “Purchase Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.

(ff) “Purchase Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.

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(gg) “Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.

(hh) “Related Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(ii) “Securities Act” means the U.S. Securities Act of 1933, as amended.

(jj) “Tax-Related Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items arising in relation to a Participant’s participation in the Plan and legally applicable to a Participant.

(kk) “Trading Day” means any day on which the exchange or market on which shares of Common Stock are listed is open for trading.

o O o

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Exhibit 10.9

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of December 20, 2018 is entered into by and among Volta Industries, Inc. (“Company”) and Scott Mercer (“Executive”).

Recitals:

WHEREAS, Executive is currently employed as the Chief Executive Officer (“CEO”) of the Company and serves as a member of the Board of Directors of the Company (the “Board”)];

WHEREAS, the Board of expects that Executive will continue to make substantial contributions to the growth and prospects of Company;

WHEREAS, the parties intend for this Agreement to be deemed effective as of September 30, 2018 (such date, the “Effective Date”);and

WHEREAS, Executive is willing to enter into this Agreement in consideration of the benefits that Executive will receive under the terms hereof.

NOW, THEREFORE, in consideration of the foregoing, the respective covenants and commitments of the parties hereto as set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Effectiveness; Term. Executive’s employment under this Agreement shall commence upon the Effective Date for an initial term of one year and will thereafter automatically renew for sequential one-year terms unless Executive or Company shall give the other written notice, at least 90 days prior to the expiration of the then-current term (the initial term together with any renewal terms, the “Term”), of its decision not to renew (a “Non-Renewal Termination”). Notwithstanding the foregoing, Executive’s employment shall at all times be “at will” and, subject to the provisions of Section 5 hereunder, Executive’s employment under this Agreement may be terminated by the Company (as defined below) or Executive at any time and for any reason, with or without Cause (as defined below), with or without prior notice.

2. Positions and Duties.

2.1

Position. Executive shall be employed by the Company as CEO and shall report to the Board.

2.2

Duties. Executive shall have the duties, authority and responsibility customary for the position of CEO, including without limitation the authority to incur expenses and enter into contracts on behalf of the Company, and such other duties as shall be specified and designated from time to time in accordance with the directives of the Board. Executive shall devote substantially all of Executive’s business time and effort to the performance of the duties assigned to Executive hereunder; provided that the foregoing will not preclude Executive from devoting reasonable time to the supervision of Executive’s personal investments and businesses, and civic and charitable affairs, so long as such activities do not materially interfere with the performance of Executive’s duties hereunder. Executive agrees to refrain from engaging in any activity that does or could reasonably be expected to conflict with the best interests of Company.

3. Location of Employment. Executive’s principal place of employment shall be at the Company’s current offices in San Francisco, California, but shall involve travel as necessary to perform Executive’s role as Chief Executive Officer of the Company.

4. Compensation and Benefits.

4.1 Base Salary. During Executive’s employment, the Company shall pay Executive an initial base salary at the rate of $275,000 per annum (as in effect from time to time, the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s regular payroll practices and shall be subject to all applicable tax withholdings and deductions. If Executive is still employed by the Company as of that time, then, on or after each anniversary of this Agreement, the Base Salary shall be reviewed by the Board for any increase, provided that it shall automatically be increased by $25,000 as of such anniversary date.

4.2 Annual Bonus. Executive will be eligible to earn a discretionary annual bonus equal to a percentage of Base Salary as set by the Board for each full calendar year of the Term (“Annual Bonus”), it being understood that payment of such bonus, or the amount if any of such bonus, shall not be guaranteed. As a condition to payment to Executive of any annual bonus Executive shall be required to remain employed by the Company through the end of the applicable year of the Term for which the bonus is being paid. Any Annual Bonus to which Executive becomes entitled for a year shall be paid no later than March 15 of the calendar year immediately following the calendar year to which it relates.

4.3 Management Carveout Plan. Subject to the receipt of any applicable Board and stockholder consent, Executive shall be granted an interest in the Management Carveout Plan (the “MCP”) attached hereto as Exhibit A, as set forth therein.

4.4 Equity Grant.

4.4.1

Equity Grant. The Company shall request that the Board grant Executive an equity interest of 1,348,024 shares of the Company’s Class A Common Stock (the “Equity Grant”). The Equity Grant will be fully vested as of the date of grant and will be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and the applicable equity grant agreement thereunder, other than as set forth herein.

4.4.2

Equity Structures. The Equity Grant shall be structured, at the discretion of the Executive, as (i) a stock option with the right to exercise for a full ten (10) years from the date of grant, to be designated as a non-qualified option or an incentive stock options up to the limits allowed by law or (ii) the purchase of restricted shares at the fair market value of such shares on the date of grant, to be purchased with a promissory note on terms as favorable as reasonably permitted under the tax laws or (iii) a grant of restricted stock.

4.5 Benefits. During Executive’s employment and subject to any contribution therefor generally required under the terms of the applicable benefit plan, Executive shall be entitled to participate in any and all benefit plans from time to time in effect for the Company’s senior executives, but the Company shall not be required to establish any such plan. Participation in Company’s benefit plans and perquisite programs shall be subject in all cases to any requirements, conditions or limitations of such plans and programs as adopted or amended from time to time. The Company may alter, modify, expand or terminate its benefit plans and perquisite programs at any time as it, in its sole judgment, determines to be appropriate, without recourse by Executive.

4.6 Vacation. During Executive’s employment, Executive will not earn or accrue vacation but will be permitted to take time off as needed, subject to the requirements of Executive’s position.

4.7 Business Expenses. During Executive’s employment, the Company shall provide Executive with a credit card for business expenses and reimburse Executive for all reasonable and necessary out-of-pocket expenses actually incurred and paid by Executive during Executive’s employment for travel, lodging, meals, entertainment, and similar items that are incurred in connection with the performance of Executive’s services under this Agreement and are consistent with such guidelines applicable to senior executives as the Company may from time to time establish. All payments for reimbursement of such expenses shall be made to Executive only upon the presentation to the Company of appropriate vouchers or receipts required in the then current expense reimbursement platform adopted by the Company (“Expense Report”) and reimbursed according to then current practice, but in any case not later than the last day of the calendar year following the calendar year in which the expense was incurred.

4.8 Anti-Harassment Provision. Executive agrees to promptly reimburse the Company for (and also agrees that the Company may offset against, and deduct from, any amounts otherwise owed to Executive under this Agreement) any and all costs, expenses and liabilities paid or incurred by or on behalf of the Company or its affiliates as a result of either (a) a claim or allegation of harassment (sexual or otherwise) made against Executive that is substantiated by the Company either through an investigation at the direction of the Company, or by other reasonable means; or (b) a claim or allegation of sexual harassment made against Executive, whether or not substantiated or meritorious, if Executive has at any time entered into or solicited a romantic relationship with the person making the claim or allegation. The obligation set forth in this Section 4.8 shall apply to, among other things, the costs of any settlement or other resolution of any such claim or allegation, whether or not Executive has agreed to the settlement or resolution.

5. Termination of Employment.

5.1 Executive’s employment hereunder may be terminated as follows:

5.1.1 Death or Disability. Executive’s employment shall terminate immediately upon the death of Executive, or, subject to applicable law, at the option of the Company, as a result of Executive’s Disability, upon written notice from the Company. For purposes of this Agreement, “Disability” means Executive’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively Executive’s duties and obligations to the Company or any of its affiliates or to participate effectively and actively in Executive’s position or relationship with the Company or any of its affiliates for a period of at least 75 consecutive days or for shorter periods aggregating at least 90 days (whether or not consecutive) during any consecutive 180-day period, as determined by the Company, unless a longer period of leave is required by applicable law. During any short-term disability leave, Executive shall be eligible to receive short-term disability benefits pursuant to the terms of the Company’s applicable short-term disability policy then in effect. Executive shall cooperate in all reasonable respects with the Company if a question arises as to whether Executive has become disabled pursuant to the definition of “Disability” set forth herein (including, without limitation, submitting to a reasonable examination by one or more medical doctors or other healthcare specialists selected by the Company and authorizing such medical doctors and such other health care specialists to discuss Executive’s condition with the Company).

5.1.2 Termination by the Company for Cause. The Company shall have the right to terminate Executive’s employment for Cause immediately upon delivery of notice of such termination. For purposes of this Agreement, “Cause” means that Executive (a) is convicted of or indicted for, or pleads guilty or no contest to, a felony or crime involving moral turpitude; (b) commits any act of fraud, misappropriation of funds, or embezzlement; (c) engages in illegal use of controlled substances that materially interferes with Executive’s performance of Executive’s duties to the Company; (d) commits willful and dishonest misconduct in the performance of the duties to the Company; (e) breaches any material provision of this Agreement or breaches any material provision of the Volta Industries, Inc. Confidential Information and Invention Agreement (“Confidentiality Agreement”); (f) fails to follow any written directive of the Board; or (g) engages in any conduct tending to bring Executive, the Company, or any of its affiliates into public disgrace or disrepute, including without limitation any conduct giving rise to any claim or allegation of harassment (sexual or otherwise) as described in subparts (a) or (b) of Section 4.8 above (in any such case, after notice to Executive of the same with a 30-day opportunity to cure with respect to matters that, by their nature, are capable of being cured). With respect to clause (e) of this Section, if Executive does not remedy or cure a Cause event within the applicable cure period (if any), Executive’s termination for Cause shall be effective on the day immediately following such cure period (if any).

5.1.3 Termination by the Company Without Cause, or for Death or Disability. The Company shall have the right to terminate Executive’s employment without Cause, or for death or Disability immediately upon delivery of notice of such termination, subject to fulfillment of any Severance obligations of the Company accruing in connection therewith.

5.1.4 Resignation By Executive For Good Reason or Without Good Reason. The Term and Executive’s employment hereunder may be terminated by Executive for “Good Reason” or without “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean (a) a material reduction of Executive’s then current Base Salary; (b) a material reduction in Executive’s authority or responsibilities from those described in Section 2; (c) a material change in the geographic location at which Executive must perform services for the Company, which shall be defined as the relocation of Executive’s principal place of employment to a location more than 100 miles from Executive’s principal place of employment on the Effective Date (it being understood that Executive shall be regularly required to travel for business reasons as shall be reasonably requested by the Board); (d) a change in Executive’s reporting relationship, such that Executive no longer reports to the Board; (e) removal of Executive from Executive’s position as a member of the Board; or (f) any other action by the Company that constitutes a material breach of this Agreement; provided that an event described in clauses (a), (b), (c), (d), (e) or (f) of this Section shall constitute “Good Reason” only if (1) the event occurs without the Executive’s consent, (2) Executive provides written notice to the Company within sixty (60) days of the initial occurrence of the purported Good Reason event, which notice shall describe in detail the basis and underlying facts supporting Executive’s belief that a Good Reason event has occurred, (3) the Company fails to cure the purported Good Reason event within thirty (30) days after its receipt of Executive’s written notice (the “Cure Period”), and (4) Executive actually terminates employment within thirty (30) days after the expiration of the Cure Period. If Executive decides at any time to terminate employment without Good Reason, Executive shall do so by giving written notice to the Company, and the effective date of any such termination shall be two (2) weeks after the date of such notice, unless the parties mutually agree in writing to a different effective date.

5.2 Rights of Executive Upon Termination or Change of Control.

5.2.1 Accrued Rights Upon Any Termination. In the event that Executive’s employment terminates for any reason, Executive shall be entitled to receive (A)(i) the Base Salary, and (ii) other benefits, in each case, that have been earned and accrued under this Agreement prior to the effective date of termination of employment and (B) reimbursement under this Agreement for expenses incurred prior to such date and timely reported thereafter (collectively, the “Accrued Rights”), payable as required by applicable law, and, except as set forth in Section 5.2.2 below, Executive shall have no further rights to any other compensation or benefits hereunder on or after the effective date of termination of employment.

5.2.2 Severance Upon Change of Control, Termination Without Cause or due to Death or Disability, a Non-Renewal Termination Effected By Company, a Resignation By Executive for Good Reason.

5.2.2.1

Change of Control. In the event the Company consummates a Change of Control during the Term, Executive shall be entitled to receive, in addition to the Accrued Rights, acceleration of all outstanding then-unvested equity grants.

5.2.2.2

Termination. In the event that, during the Term, the Company terminates Executive’s employment without Cause or for death or Disability or Executive resigns for Good Reason, Executive shall be entitled to receive, in addition to the Accrued Rights, and subject to Executive’s execution and delivery to the Company, within sixty (60) days following the effective date of the termination, of an effective and irrevocable general release of claims substantially in the form attached hereto as Exhibit A, the following severance payments and benefits (collectively, “Severance”): (i) continued payment of Executive’s Base Salary (at the rate in effect immediately prior to the effective date of the termination or, if Executive’s resignation is for Good Reason as defined in clause (a) of the second sentence of Section 5.1.4, as in effect immediately prior to such reduction) for the lesser of the balance of the Term or six months following the effective date of the termination, (ii) acceleration of all outstanding then-unvested equity grants; (iii) any unpaid Annual Bonus for any year of the Term completed prior to the effective date of the termination, such Annual Bonus to be payable as a cash lump sum at the same time that Annual Bonuses in respect of such year are paid to other senior executives of the Company, and (iv) if Executive timely and properly elects to continue coverage under the Company’s group health plan pursuant to Section 4980B(f) (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), for Executive and Executive’s eligible spouse and dependents, the Company will reimburse Executive for (or will pay directly, in the discretion of the Company) any portion of the premium charged for such coverage that exceeds the amount paid for similar coverage by active employees for a period of twelve (12) months following the termination date or until Executive or his or her eligible spouse or dependents, as applicable, are no longer entitled to COBRA continuation coverage under the Company’s group health plan, whichever period is shorter; provided, however, that any Severance payable under clauses (i), (ii), or (iii) or any payment or reimbursement under clause (iv) that would otherwise be paid on or prior to the 60th day following the effective date of the termination shall be withheld and shall instead be paid in a lump sum on the first regular payroll date of the Company following such 60th day, with the remainder of the Severance payable under clause (i) and any payment or reimbursement of premiums under clause (iv) paid on the Company’s regular payroll schedule.

5.2.2.3

Change of Control. “Change of Control” means the consummation of the first to occur of: (a) a sale of the common stock or other securities of the Company following which the shareholders immediately prior to such sale own, directly or indirectly, 50% or less of the combined voting power of the outstanding voting securities of the Company; (b) a sale of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; or (c) a plan of reorganization, recapitalization, merger or consolidation for financial consideration involving the Company (a “Reorganization Transaction”), except for a transaction following which the shareholders immediately prior to such Reorganization Transaction own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company or any successor thereto or the person resulting from such Reorganization Transaction. Notwithstanding the forgoing, a Change of Control shall not include any transaction (for or without financial consideration) from one shareholder to another shareholder or transfers by a shareholder to a family member, trust for the benefit of a shareholder or family member or an entity owned or controlled by the shareholder, the shareholder’s family members or such a family member’s(s’) trust.

5.3 Cooperation. From and after Executive’s termination of employment, Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder; provided, that the Company shall, (i) subject to applicable law, compensate Executive at a reasonable rate for time spent providing such reasonable cooperation and (ii) reimburse Executive for Executive’s reasonable costs and expenses (including legal counsel selected by Executive and reasonably acceptable to the Company); provided, further, that such cooperation shall not unreasonably burden Executive or unreasonably interfere with any subsequent employment that Executive may undertake.

6. Miscellaneous.

6.1 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, emailed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, emailed or sent by facsimile transmission or, if mailed, on date of delivery as follows:

(a) If to the Company, to:

155 De Haro St.,

San Francisco, CA 94103

(b) If to Executive, at Executive’s last residence shown on the records of the Company.

6.2 Entire Agreement. This Agreement and the Confidentiality Agreement collectively contain the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, written or oral, with respect thereto.

6.3 No Third-Party Beneficiaries; Waivers and Amendments. No provision of this Agreement may be modified, waived, discharged or amended unless such modification, waiver, discharge or amendment is agreed to in writing and signed by the party against whom such modification, waiver, discharge or amendment is asserted. No waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Except as expressly set forth herein, this Agreement is not intended to, and shall not, convey any rights on or inure to the benefit of any person or entity other than the parties hereto.

6.4 Governing Law.

6.4.1 This Agreement shall be governed by and construed in accordance with the Laws of the State of California without regard to any principles of conflicts of law. Each party irrevocably agrees that any legal action, suit or proceeding against them arising out of or in connection with this Agreement or the transactions contemplated by this Agreement or disputes relating hereto (whether for breach of contract, tortious conduct or otherwise) or arising out of or related to Executive’s employment or termination of employment shall be brought exclusively in a court of the United States or any state court, which in either case is located in the State of California and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding.

6.4.2 Each party in any dispute, legal action, suit or proceeding arising under this Agreement shall be responsible for bearing its own expenses, attorneys’ fees and other costs in such dispute, legal action, suit or proceeding.

6.5 Assignment. This Agreement, and Executive’s rights and obligations hereunder, may not be assigned by Executive; any purported assignment by Executive in violation hereof shall be null and void. Company may assign this Agreement to any Affiliate, and in the event of any sale, transfer or other disposition of all or substantially all of Company’s assets or business, whether by merger, consolidation or otherwise, Company may assign this Agreement and its rights and obligations hereunder. Executive acknowledges and agrees that all Executive’s covenants and obligations to Company, as well as the rights of Company and the Company, under this Agreement shall run in favor of and will be enforceable by Company and its subsidiaries and successors and permitted assigns.

6.6 Withholding. The Company shall be entitled to withhold from any payments or deemed payments hereunder any amount of tax withholding it determines to be required by law.

6.7 Survival. The rights and obligations of the Company, the Company and Executive under the provisions of this Agreement, including without limitation Sections 5, 6 and 7, shall survive and remain binding and enforceable, notwithstanding any termination of Executive’s employment with Company, to the extent necessary to preserve the intended benefits of such provisions.

6.8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

6.9 No Waiver. The provisions of this Agreement may be waived only in writing signed by the party or parties entitled to the benefit thereof. A waiver or any breach or failure to enforce any provision of this Agreement shall not in any way affect, limit or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every provision of this Agreement.

6.10 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

6.11 Existing Agreements. Executive represents that Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding that might prohibit Executive from executing this Agreement or limit Executive’s ability to fulfill all responsibilities hereunder.

6.12 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

6.13 Section 409A. Although the Company does not guaranty the tax treatment of any payments or benefits under this Agreement, the parties hereto intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 5.2 hereof, be exempt from the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder (“Section 409A”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however that in no event shall the Company or any of its affiliates be liable to Executive or any other person for any additional tax, interest or penalty that may be imposed on Executive or any other person under, or as a result of, Section 409A or for any damages incurred by Executive or any other person as a result of this Agreement’s (or the payments’ or benefits’ provided hereunder) failure to comply with, or be exempt from, Section 409A. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary (other than the proviso in the immediately preceding sentence):

6.13.1 In light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A; provided, however, that the Company shall be under no obligation to make any such amendments.

6.13.2 With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulation Section 1.409A-1(b), (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (b) such reimbursements will be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (c) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit.

6.13.3 For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate and distinct payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of Company (as applicable).

6.13.4 If, at the time of Executive’s separation from service (as defined in Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six-month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

6.13.5 Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the effective date of the termination for purposes of any such payment or benefits.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	VOLTA INDUSTRIES, INC.

	By:	/s/ Christopher Wendel
		Christopher Wendel
		President

	EXECUTIVE

	/s/ Scott Mercer
	Scott Mercer

Exhibit 10.10

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of December 20, 2018 is entered into by and among Volta Industries, Inc. (“Company”) and Christopher Wendel (“Executive”).

Recitals:

WHEREAS, Executive is currently employed as the President of the Company and serves as a member of the Board of Directors of the Company (the “Board”)];

WHEREAS, the Board of expects that Executive will continue to make substantial contributions to the growth and prospects of Company;

WHEREAS, the parties intend for this Agreement to be deemed effective as of September 30, 2018 (such date, the “Effective Date”); and

WHEREAS, Executive is willing to enter into this Agreement in consideration of the benefits that Executive will receive under the terms hereof.

NOW, THEREFORE, in consideration of the foregoing, the respective covenants and commitments of the parties hereto as set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

2. Positions and Duties.

2.1

Position. Executive shall be employed by the Company as President of the Company and shall report to the Chief Executive Officer of Company (“CEO”).

2.2

Duties. Executive shall have the duties, authority and responsibility customary for the position of President, including without limitation the authority to incur expenses and enter into contracts on behalf of the Company, and such other duties as shall be specified and designated from time to time in accordance with the directives of the CEO. Executive shall devote substantially all of Executive’s business time and effort to the performance of the duties assigned to Executive hereunder; provided that the foregoing will not preclude Executive from devoting reasonable time to the supervision of Executive’s personal investments and businesses, and civic and charitable affairs, so long as such activities do not materially interfere with the performance of Executive’s duties hereunder. Executive agrees to refrain from engaging in any activity that does or could reasonably be expected to conflict with the best interests of Company.

4. Compensation and Benefits.

4.4 Equity Grant.

4.4.1

Equity Grant. The Company shall request that the Board grant Executive an equity interest of 605,686 shares of the Company’s Class A Common Stock (the “Equity Grant”). The Equity Grant will be fully vested as of the date of grant and will be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and the applicable equity grant agreement thereunder, other than as set forth herein.

4.4.2

4.6 Vacation. During Executive’s employment, Executive will not earn or accrue vacation but will be permitted to take time off as needed, subject to the requirements of Executive’s position.

5. Termination of Employment.

5.1 Executive’s employment hereunder may be terminated as follows:

5.1.4 Resignation By Executive For Good Reason or Without Good Reason. The Term and Executive’s employment hereunder may be terminated by Executive for “Good Reason” or without “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean (a) a material reduction of Executive’s then current Base Salary; (b) a material reduction in Executive’s authority or responsibilities from those described in Section 2; (c) a material change in the geographic location at which Executive must perform services for the Company, which shall be defined as the relocation of Executive’s principal place of employment to a location more than 100 miles from Executive’s principal place of employment on the Effective Date (it being understood that Executive shall be regularly required to travel for business reasons as shall be reasonably requested by the CEO); (d) a change in Executive’s reporting relationship, such that Executive no longer reports to the CEO; (e) removal of Executive from Executive’s position as a member of the Board or termination of Scott Mercer by the Company, without Cause, from his position as CEO (the “Mercer Termination”), provided that any Mercer Termination shall not be grounds for Good Reason unless and until at least six (6) months have elapsed form the effective date of any such termination (the “Cool Off Period”), provided further that Executive is employed as of the expiration of any such Cool Off Period; or (f) any other action by the Company that constitutes a material breach of this Agreement; provided that an event described in clauses (a), (b), (c), (d), (e) or (f) of this Section shall constitute “Good Reason” only if (1) the event occurs without the Executive’s consent, (2) Executive provides written notice to the Company within sixty (60) days of the initial occurrence of the purported Good Reason event, which notice shall describe in detail the basis and underlying facts supporting Executive’s belief that a Good Reason event has occurred, (3) the Company fails to cure the purported Good Reason event within thirty (30) days after its receipt of Executive’s written notice (the “Cure Period”), provided, however, that with respect to any Mercer Termination, the Cure Period shall be zero (0) days, and (4) Executive actually terminates employment within thirty (30) days after the expiration of the Cure Period. If Executive decides at any time to terminate employment without Good Reason, Executive shall do so by giving written notice to the Company, and the effective date of any such termination shall be two (2) weeks after the date of such notice, unless the parties mutually agree in writing to a different effective date.

5.2 Rights of Executive Upon Termination or Change of Control.

5.2.2 Severance Upon Change of Control, Termination Without Cause or due to Death or Disability, a Non-Renewal Termination Effected By Company, a Resignation By Executive for Good Reason.

5.2.2.1

5.2.2.2

Termination. In the event that, during the Term, the Company terminates Executive’s employment without Cause or for death or Disability or Executive resigns for Good Reason, Executive shall be entitled to receive, in addition to the Accrued Rights, and subject to Executive’s execution and delivery to the Company, within sixty (60) days following the effective date of the termination, of an effective and irrevocable general release of claims substantially in the form attached hereto as Exhibit A, the following severance payments and benefits (collectively, “Severance”): (i) continued payment of Executive’s Base Salary (at the rate in effect immediately prior to the effective date of the termination or, if Executive’s resignation is for Good Reason as defined in clause (a) of the second sentence of Section 5.1.4, as in effect immediately prior to such reduction) for the lesser of the balance of the Term or six months following the effective date of the termination, (ii) acceleration of all outstanding then-unvested equity grants; (iii) any unpaid Annual Bonus for any year of the Term completed prior to the effective date of the termination, such Annual Bonus to be payable as a cash lump sum at the same time that Annual Bonuses in respect of such year are paid to other senior executives of the Company, (iv) in connection with a resignation for Good Reason pursuant to any Mercer Termination, twenty-five percent (25%) of the amount Executive would otherwise have been entitled to under the MCP (notwithstanding anything to the contrary set forth in the MCP) and (v) if Executive timely and properly elects to continue coverage under the Company’s group health plan pursuant to Section 4980B(f) (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), for Executive and Executive’s eligible spouse and dependents, the Company will reimburse Executive for (or will pay directly, in the discretion of the Company) any portion of the premium charged for such coverage that exceeds the amount paid for similar coverage by active employees for a period of twelve (12) months following the termination date or until Executive or his or her eligible spouse or dependents, as applicable, are no longer entitled to COBRA continuation coverage under the Company’s group health plan, whichever period is shorter; provided, however, that any Severance payable under clauses (i), (ii), or (iii) or any payment or reimbursement under clause (iv) that would otherwise be paid on or prior to the 60th day following the effective date of the termination shall be withheld and shall instead be paid in a lump sum on the first regular payroll date of the Company following such 60th day, with the remainder of the Severance payable under clause (i) and any payment or reimbursement of premiums under clause (iv) paid on the Company’s regular payroll schedule.

5.2.2.3

Change of Control. “Change of Control” means the consummation of the first to occur of: (a) a sale of the common stock or other securities of the Company following which the shareholders immediately prior to such sale own, directly or indirectly, 50% or less of the combined voting power of the outstanding voting securities of the Company; (b) a sale of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; or (c) a plan of reorganization, recapitalization, merger or consolidation for financial consideration involving the Company (a “Reorganization Transaction”), except for a transaction following which the shareholders immediately prior to such Reorganization Transaction own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company or any successor thereto or the person resulting from such Reorganization Transaction. Notwithstanding the forgoing, a Change of Control shall not include any transaction (for or without financial consideration) from one shareholder to another shareholder or transfers by a shareholder to a family member, trust for the benefit of a shareholder or family member or an entity owned or controlled by the shareholder, the shareholder’s family members or such a family member’s(s’) trust.

6. Miscellaneous.

(a) If to the Company, to:

155 De Haro St.,

San Francisco, CA 94103

(b) If to Executive, at Executive’s last residence shown on the records of the Company.

6.4 Governing Law.

6.6 Withholding. The Company shall be entitled to withhold from any payments or deemed payments hereunder any amount of tax withholding it determines to be required by law.

6.8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

6.12 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	VOLTA INDUSTRIES, INC.

	By:	/s/ Scott Mercer
		Scott Mercer
		Chief Executive Officer


	EXECUTIVE

	/s/ Christopher Wendel
	Christopher Wendel

Exhibit 10.11

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of August 11, 2020 (the “Effective Date”)is entered into by and among Volta Industries, Inc. (“Company”) and James DeGraw (“Executive”).

Recitals:

WHEREAS, Executive is employed as the General Counsel, Chief Administrative Officer and Secretary (GC) of the Company;

WHEREAS, the Board of Directors (the “Board”) expects that Executive will continue to make substantial contributions to the growth and prospects of Company;

WHEREAS, Executive is willing to enter into this Agreement in consideration of the benefits that Executive will receive under the terms hereof.

1. Effectiveness; Term. Executive’s employment under this Agreement shall commence upon the Effective Date for an initial term of one year and will thereafter automatically renew for sequential one-year terms unless Executive or Company shall give the other written notice, at least 90 days prior to the expiration of the then-current term (the initial term together with any renewal terms, the “Term”), of its decision not to renew (a “Non-Renewal Termination”). In the Event of a Non-Renewal Termination by the Company, Executive may devote a reasonable amount of his time during such 90-day period to finding other employment while also reasonably cooperating in any transition of his duties to a successor. Notwithstanding the foregoing, subject to the provisions of Section 5 hereunder, Executive’s employment under this Agreement may be terminated by the Company (as defined below) or Executive at any time and for any reason, with or without Cause (as defined below), with or without prior notice.

2. Positions and Duties.

2.1

Position. Executive shall be employed by the Company as its General Counsel, Chief Administrative Officer and Secretary and shall report to the President of the Company (as applicable, the “Reporting Officer”).

2.2

Duties. Executive shall have the duties, authority and responsibility customary for the position of General Counsel and Chief Administrative Officers, including without limitation the authority to incur expenses and enter into contracts on behalf of the Company, and such other duties as shall be specified and designated from time to time in accordance with the directives of the Reporting Officer. Executive shall devote substantially all of Executive’s business time and effort to the performance of the duties assigned to Executive hereunder; provided that the foregoing will not preclude Executive from devoting reasonable time to the supervision of Executive’s personal investments and businesses, pro bono and civic and charitable affairs, so long as such activities do not materially interfere with the performance of Executive’s duties hereunder. Executive agrees to refrain from engaging in any activity that does or could reasonably be expected to conflict with the best interests of Company.

3. Location of Employment. Executive’s principal place of employment shall be at the Company’s offices in San Francisco, but shall involve travel as necessary to perform Executive’s role for the Company.

4. Compensation, Benefits and Obligations.

4.1 Base Salary. During Executive’s employment, the Company shall pay Executive an initial base salary at the rate of $250,000.00 per annum (as in effect from time to time, the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s regular payroll practices and shall be subject to all applicable tax withholdings and deductions.

4.2 Annual Bonus. Executive will be eligible to earn a discretionary annual bonus equal to a percentage of Base Salary as set by the Board for each full calendar year of the Term (“Annual Bonus”), it being understood that payment of such bonus, or the amount if any of such bonus, shall not be guaranteed. As a condition to payment to Executive of any annual bonus Executive shall be required to remain employed by the Company through the end of the applicable calendar year for which the bonus is being paid. Any Annual Bonus to which Executive becomes entitled for a year shall be paid no later than March 15 of the calendar year immediately following the calendar year to which it relates.

4.3 Equity Grant.

●

Equity Grants. The Board has granted, and the Company may request in the future that the Board grant Executive options to purchase shares of the Company’s Class B Common Stock from time to time. Any equity grant will be subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan or its successor (as amended, the “flan”), and the applicable equity grant agreement thereunder, other than as set forth herein. Achievement of the vesting conditions set forth herein shall at all times be determined by the Board in the exercise of its good faith discretion.

●

Equity Structure. Any equity grant shall be structured as a stock option with the right to exercise for a full ten (10) years from the date of grant, to be designated as a non-qualified option or an incentive stock options up to the limits allowed by law.

4.4 Benefits. During Executive’s employment and subject to any contribution therefor generally required under the terms of the applicable benefit plan, Executive shall be entitled to participate in any and all benefit plans from time to time in effect for the Company’s senior executives, but the Company shall not be required to establish any such plan. Participation in Company’s benefit plans and perquisite programs shall be subject in all cases to any requirements, conditions or limitations of such plans and programs as adopted or amended from time to time. The Company may alter, modify, expand or terminate its benefit plans and perquisite programs at any time as it, in its sole judgment, determines to be appropriate, without recourse by Executive.

4.5 Vacation. During Executive’s employment, Executive will not earn or accrue vacation but will be permitted to take time off as needed, subject to the requirements of Executive’s position.

4.6 Business Expenses. During Executive’s employment, the Company shall reimburse Executive for all reasonable and necessary out-of-pocket expenses actually incurred and paid by Executive during Executive’s employment for travel, lodging, meals, entertainment, and similar items that are incurred in connection with the performance of Executive’s services under this Agreement and are consistent with such guidelines applicable to senior executives as the Company may from time to time establish. All payments for reimbursement of such expenses shall be made to Executive only upon the presentation to the Company of appropriate vouchers or receipts required in the then current expense reimbursement platform adopted by the Company (“Expense Report”) and reimbursed according to then current practice, but in any case not later than the last day of the calendar quarter following the calendar quarter in which the expense was incurred.

4.7 Anti-Harassment Provision. Executive agrees to promptly reimburse the Company for (and also agrees that the Company may offset against, and deduct from, any amounts otherwise owed to Executive under this Agreement) any and all reasonable costs, expenses and liabilities paid or incurred by or on behalf of the Company or its affiliates as a result of either (a) a direct claim or allegation that Executive engaged in unlawful harassment (sexual or otherwise) made against Executive that is supported by sufficient evidence and substantiated either through an independent investigation, court of competent jurisdiction or government agency; or (b) a claim or allegation of sexual harassment made against Executive, whether or not substantiated or meritorious, if Executive has at any time entered into or solicited a romantic relationship with the person making the claim or allegation. The obligation set forth in this Section 4.7 shall apply to, among other things, the costs of any settlement or other resolution of any such claim or allegation, whether or not Executive has agreed to the settlement or resolution.

5. Termination of Employment.

5.1 Executive’s employment hereunder may be terminated as follows:

●

Death or Disability. Executive’s employment shall terminate immediately upon the death of Executive, or, subject to applicable law, at the option of the Company, as a result of Executive’s Disability, upon written notice from the Company. For purposes of this Agreement, “Disability” means Executive’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively Executive’s duties and obligations to the Company or any of its affiliates or to participate effectively and actively in Executive’s position or relationship with the Company or any of its affiliates for a period of at least 75 consecutive days or for shorter periods aggregating at least 90 days (whether or not consecutive) during any consecutive 180-day period, as determined by the Company, unless a longer period of leave is required by applicable law. During any short-term disability leave, Executive shall be eligible to receive short-term disability benefits pursuant to the terms of the Company’s applicable short-term disability policy then in effect. Executive shall cooperate in all reasonable respects with the Company if a question arises as to whether Executive has become disabled pursuant to the definition of “Disability” set forth herein (including, without limitation, submitting to a reasonable examination by one or more medical doctors or other healthcare specialists selected by the Company and authorizing such medical doctors and such other health care specialists to discuss Executive’s condition with the Company).

●

Termination by the Company for Cause. The Company shall have the right to terminate Executive’s employment for Cause immediately upon delivery of notice of such termination. For purposes of this Agreement, “Cause” means that Executive (a) is convicted of or indicted for, or pleads guilty or no contest to, a felony or crime involving moral turpitude; (b) commits any act of fraud, misappropriation of funds, or embezzlement; (c) engages in illegal use of controlled substances that materially interferes with Executive’s performance of Executive’s duties to the Company; (d) commits willful and dishonest misconduct in the performance of the duties to the Company; (e) breaches any material provision of this Agreement or breaches any material provision of the Volta Industries, Inc. Confidential Information and Invention Agreement (“Confidentiality Agreement”); (f) fails to follow any reasonable written directive of the Board; or (g) engages in any conduct tending to bring Executive or the Company into disrepute, including without limitation any conduct giving rise to any claim or allegation of harassment (sexual or otherwise) as described in subparts (a) or (b) of Section 4.7 above (in any such case, after notice to Executive of the same with a 30-day opportunity to cure with respect to matters that, by their nature, are capable of being cured). With respect to clause (e) of this Section, if Executive does not remedy or cure a Cause event within the applicable cure period (if any), Executive’s termination for Cause shall be effective on the day immediately following such cure period (if any).

●

Termination by the Company Without Cause, or for Death or Disability. The Company shall have the right to terminate Executive’s employment without Cause, or for death or Disability immediately upon delivery of notice of such termination, subject to fulfillment of any Severance obligations of the Company accruing in connection therewith.

●

Resignation By Executive For Good Reason or Without Good Reason. The Term and Executive’s employment hereunder may be terminated by Executive for “Good Reason” or without “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean (a) a material reduction of Executive’s then current Base Salary; (b) a material reduction in Executive’s authority or responsibilities from those described in Section 2; (c) a material change in the geographic location at which Executive must perform services for the Company, which shall be defined as the relocation of Executive’s principal place of employment to a location more than 100 miles from Executive’s principal place of employment on the Effective Date (it being understood that Executive shall be regularly required to travel for business reasons as shall be reasonably requested by the Reporting Officer); (d) a change in Executive’s reporting relationship, such that Executive no longer reports to the Company’s Chief Executive Officer, President or Board; or (e) any other action by the Company that constitutes a material breach of this Agreement; provided that an event described in clauses (a), (b), (c), (d), or (e) of this Section shall constitute “Good Reason” only if (1) the event occurs without the Executive’s consent, (2) Executive provides written notice to the Company within sixty (60) days of the initial occurrence of the purported Good Reason event, which notice shall describe in detail the basis and underlying facts supporting Executive’s belief that a Good Reason event has occurred, (3) the Company fails to cure the purported Good Reason event within thirty (30) days after its receipt of Executive’s written notice (the “Cure Period”), and (4) Executive actually terminates employment within thirty (30) days after the expiration of the Cure Period. If Executive decides at any time to terminate employment without Good Reason, which includes a Non-Renewal Termination, Executive shall do so by giving written notice to the Company, and the effective date of any such termination shall be two (2) weeks after the date of such notice, unless the parties mutually agree in writing to a different effective date.

5.2 Rights of Executive Upon Termination or Change of Control.

●

Accrued Rights Upon Any Termination. In the event that Executive’s employment terminates for any reason, Executive shall be entitled to receive (A)(i) the Base Salary, and (ii) other benefits, in each case, that have been earned and accrued under this Agreement prior to the effective date of termination of employment and (B) reimbursement under this Agreement for expenses incurred prior to such date and timely reported thereafter (collectively, the “Accrued Rights”), payable as required by applicable law, and, except as set forth in Section 5.2.2 below, Executive shall have no further rights to any other compensation or benefits hereunder on or after the effective date of termination of employment.

●

Severance Upon Change of Control, Termination Without Cause or due to Death or Disability, a Non-Renewal Termination Effected By Company, a Resignation By Executive for Good Reason.

5.2..1

Change of Control. In the event the Company consummates a Change of Control (as defined below) during the Term, Executive shall be entitled to receive, in addition to the Accrued Rights, acceleration of all outstanding then-unvested equity grants.

	5.2..2	Termination. In the event that, during the Term, the Company terminates Executive’s employment without Cause, by a Non-Renewal Termination or for death or Disability, or Executive resigns for Good Reason, Executive shall be entitled to receive, in addition to the Accrued Rights, and subject to Executive’s execution and delivery to the Company, within sixty (60) days following the effective date of the termination, of an effective and irrevocable general release of claims substantially in the form attached hereto as Exhibit A, the following severance payments and benefits (collectively, “Severance”): (i) continued payment of Executive’s Base Salary (at the rate in effect immediately prior to the effective date of the termination or, if Executive’s resignation is for Good Reason as defined in clause (a) of the second sentence of Section 5.1.4, as in effect immediately prior to such reduction) for six months following the effective date of the termination or, in the case of a Non-Renewal Termination by Company, following the written notice delivered by Company pursuant to Section 1, (ii) acceleration of all outstanding then-unvested equity grants; (iii) any unpaid Annual Bonus for any year of the Term completed prior to the effective date of the termination, such Annual Bonus to be payable as a cash lump sum at the same time that Annual Bonuses in respect of such year are paid to other senior executives of the Company, and (iv) if Executive timely and properly elects to continue coverage under the Company’s group health plan pursuant to Section 4980B(f) (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), for Executive and Executive’s eligible spouse and dependents, the Company will reimburse Executive for (or will pay directly, in the discretion of the Company) any portion of the premium charged for such coverage that exceeds the amount paid for similar coverage by active employees for a period of twelve (12) months following the termination date or until Executive or his or her eligible spouse or dependents, as applicable, are no longer entitled to COBRA continuation coverage under the Company’s group health plan, whichever period is shorter; provided, however, that any Severance payable under clauses (i), (ii), or (iii) or any payment or reimbursement under clause (iv) that would otherwise be paid on or prior to the 60th day following the effective date of the termination shall be withheld and shall instead be paid in a lump sum on the first regular payroll date of the Company following such 60th day, with the remainder of the Severance payable under clause (i) and any payment or reimbursement of premiums under clause (iv) paid on the Company’s regular payroll schedule.

		For purposes of this Agreement, “Change of Control” means the consummation of the first to occur of: (a) a sale of the common stock or other securities of the Company following which the shareholders immediately prior to such sale own, directly or indirectly, 50% or less of the combined voting power of the outstanding voting securities of the Company; (b) a sale of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; or (c) a plan of reorganization, recapitalization, merger or consolidation for financial consideration involving the Company (a “Reorganization Transaction”), except for a transaction following which the shareholders immediately prior to such Reorganization Transaction own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company or any successor thereto or the person resulting from such Reorganization Transaction. Notwithstanding the forgoing, a Change of Control shall not include any transaction (for or without financial consideration) from one shareholder to another shareholder or transfers by a shareholder to a family member, trust for the benefit of a shareholder or family member or an entity owned or controlled by the shareholder, the shareholder’s family members or such a family member’s(s’) trust.

6. Miscellaneous.

(a) If to the Company, to:

155 De Haro St.,

San Francisco, CA 94103

Attention: President

(b) If to Executive, at Executive’s last residence shown on the records of the Company.

6.4 Governing Law.

●

This Agreement shall be governed by and construed in accordance with the Laws of the State of California without regard to any principles of conflicts of law. Each party irrevocably agrees that any legal action, suit or proceeding against them arising out of or in connection with this Agreement or the transactions contemplated by this Agreement or disputes relating hereto (whether for breach of contract, tortious conduct or otherwise) or arising out of or related to Executive’s employment or termination of employment shall be brought exclusively in a court of the United States or any state court of competent jurisdiction, and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding.

●

Each party in any dispute, legal action, suit or proceeding arising under this Agreement shall be responsible for bearing its own expenses, attorneys’ fees and other costs in such dispute, legal action, suit or proceeding.

6.6 Withholding. The Company shall be entitled to withhold from any payments or deemed payments hereunder any amount of tax withholding it determines to be required by law.

6.8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

6.12 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

●

In light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A; provided, however, that the Company shall be under no obligation to make any such amendments.

●

With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulation Section 1.409A-1(b), (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (b) such reimbursements will be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (c) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit.

●

For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate and distinct payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of Company (as applicable).

●

If, at the time of Executive’s separation from service (as defined in Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six-month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

●

Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the effective date of the termination for purposes of any such payment or benefits.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	VOLTA INDUSTRIES, INC.

	By:	/s/ Christopher Wendel
		Christopher Wendel
		President


	EXECUTIVE

	/s/ James DeGraw
	James DeGraw

Exhibit A

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (the “Agreement”) is by and between Volta Industries, Inc., a Delaware corporation (the “Company”), and ________ (the “Employee”) effective as of .

For good, valuable and sufficient consideration, including but not limited to the mutual promises described below, Employee agrees as follows:

Separation. I have been employed by the Company as ________. I understand that effective as of the close of business on ________, my employment with the Company will terminate. I acknowledge this date will be considered my “Termination Date” for purposes of all benefits and equity plan purposes and will be my last day of work with the Company.

Severance Pay. I understand that, as provided in Section 5.2.2.2 of my Employment Agreement, if I sign this Agreement, (i) I will receive Severance in the total amount of $__________ and [(ii) the Company will pay my COBRA (as defined below) costs for health benefits through ]. [Delete COBRA provision if not applicable]. Payments will be less any applicable withholdings and payable in the ordinary course of the Company’s business as if I were still performing all of my job duties for the Company.

Consideration. The Company is not obligated to continue to employ me or pay me any additional money, compensation, or benefits as of my Termination Date. I acknowledge that, at all times, , in this Agreement, I am receiving more money, compensation, and benefits than I would otherwise be entitled to receive from the Company. I further agree that the above-referenced consideration is sufficient consideration for my exchanges herein.

Termination of Benefits. Effective with the close of business on my Termination Date, other than as provided in Section 5.2.2.2 of my Employment Agreement, my participation in and entitlement to all health benefits, fringe benefits or employee benefit plans or programs (such as paid holidays, paid vacations, accident insurance, salary continuation, life insurance, accidental death and dismemberment insurance, travel and accident insurance, retirement, equity or profit interests in the Company, etc.) will cease. Other than as provided in Section 5.2.2.2 of my Employment Agreement, should I wish to continue health benefits coverage through Company’s group insurance plans beyond my separation, I will be responsible for paying the premium in full each month. I understand I will receive a separate notice explaining my right to continuation and conversion of my health benefits under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) and/or any applicable state law.

A-1

Stock Options. I acknowledge that I was granted options to purchase ____ shares of the Company’s common stock pursuant to the Company’s 2014 Equity Incentive Plan (the “Plan”), as follows: (i) an option to purchase _____shares of the Company’s common stock on _____ (the “____ Grant”), [List all]. I acknowledge that, as of my Termination Date, I have vested in the portion of my____ Grant to purchase ____ shares of the Company’s common stock, [List totals vested in all] and have vested in no portion of my ___ Grant. Under the terms of the Plan and the applicable grant documentation and pursuant to Section 5.2.2.2 of my Employment Agreement, vesting will accelerate on my execution and delivery of this Agreement.

Claims Released. I hereby release the Company, its affiliates and any of the Company or any its affiliates present, former, and future owners, members, directors, officers, shareholders, employees, agents, servants, representatives, attorneys, predecessors, successors, and assigns, from all claims of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: (a) claims arising out of or relating in any way to my employment with the Company or the conclusion of that employment; (b) claims that the Company has agreed to offer me profit interests, equity or other ownership interest in the Company; (c) claims arising under any other federal, state or local law, regulation, ordinance or order that regulates the employment relationship and/or employee benefits, including Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act of 1990 as amended, the Age Discrimination in Employment Act, as amended, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974 as amended, the Family and Medical Leave Act, or under any other employment or antidiscrimination laws, including those in the State of California, [Add other applicable state laws.] including, for example, the Fair Employment and Housing Act (“FEHA”), Cal Gov’t. Code § 12920, § 12940 et seq., the California Family Rights Act, the California Labor Code (including wage and commission claims), any state or federal laws providing “whistleblower” protection, and any other law relating to employment matters, including claims for breach of express or implied contract, breach of the covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, wrongful or unlawful discharge, defamation, or any other tort, common law or statutory claim relating to my employment relationship with the Company, and for attorneys’ fees.

This Agreement applies both to claims which are now known or are later discovered. However, this Agreement does not apply to any claims that may arise after the date I execute the Agreement. Nor does this Agreement apply to any claims which may not be released under applicable law. Nothing in this Agreement will be construed to impede or impair my right to communicate with government agencies regarding matters that are within the jurisdiction of those agencies, although this exception does not limit the scope of the waiver and release in Paragraphs 7-9 herein, and I waive any right to recover damages or obtain individual relief that might otherwise result from the filing of any excepted charge, with regard to any claim released herein.

I acknowledge that I have been advised of Section 1542 of the Civil Code of California, which states substantially as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known to him or her must have materially affected his or her settlement with the debtor or released party.” I hereby waive any right or benefit which I have or may have under Section 1542 of the Civil Code of California, or any similar provision of any other applicable state law, to the full extent that I may lawfully waive such rights and benefits, and understand that my release in this Agreement applies to claims known and unknown.

A-2

I UNDERSTAND AND ACKNOWLEDGE THAT: (1) THIS IS A LEGALLY BINDING AGREEMENT; (2) BY SIGNING THIS AGREEMENT I AM BARRED FROM INSTITUTING A LAWSUIT FOR THE CAUSES OF ACTION SET FORTH ABOVE; (3) I WAS INFORMED OF MY RIGHT TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT; (4) I AM SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.

The Terms “Claims” and “Release” are Construed Broadly. As used in this Agreement, the term “claims” will be construed broadly and will be read to include, for example, the terms “rights,” “causes of action (whether arising in law or equity),” “damages,” “demands,” “obligations,” “grievances” and “liabilities” of any kind or character. Similarly, the term “release” will be construed broadly and will be read to include, for example, the terms “discharge” and “waive.”

[OWBPA Waiver. This Agreement contains a release of claims under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et seq. (“ADEA”). I understand that the following provisions are provided, pursuant to the Older Workers’ Benefit Protection Act, to advise me that: (a) I am waiving claims under the ADEA in exchange for the payments set forth in Paragraph 2 and acceleration of vesting of stock options set forth in Paragraph 5 above; (b) my waiver does not apply to rights or claims that arise after the date I execute this Agreement; (c) I am advised to consult with an attorney before signing this Agreement; (d) I have a period of twenty-one (21) days after the date I receive this Agreement within which to review and consider this Agreement before signing it, although I need not wait for the 21-day period to expire before executing this Agreement; (e) I may revoke this Agreement in writing by delivering a written notice of revocation to Legal, at 155 De Haro Street, San Francisco, California 94103, at any time within seven (7) calendar days after signing of this agreement (in lieu of delivery by hand or by mail within seven (7) days, the notice of revocation may be e-mailed to **************************** with a hard copy being sent simultaneously by mail); and (f) this Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Agreement is executed by me (the “Effective Date”). I understand the notice of revocation must be received prior to the expiration of the 7-day revocation period. ] [Delete if not applicable]

My Acknowledgments and Affirmations. I acknowledge and agree that (i) I have been paid for all time worked and commissions earned, have received all the leave, leaves of absence and leave benefits and protections for which I am eligible, and have not suffered any on-the-job injury for which I have not already filed a claim; (ii) I have been given sufficient time to consider this Agreement and to consult an attorney or advisor of my choosing; and (iii) I am knowingly and voluntarily executing this Agreement waiving and releasing any claims I may have as of the date I execute it. I affirm that I have not filed or caused to be filed, and are not presently a party to, a claim against any of the Company. I further acknowledge that, except as expressly set forth above, I have not earned and will not receive any compensation, including without limitation, salary, bonus, commissions, or severance or any benefits before or after the Termination Date, with the exception of any vested right my may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account).

A-3

10.

Agreement Binding on Employee and Related Parties. This Agreement will be binding upon me and my spouse, agents, attorneys, personal representatives, executors, administrators, heirs, beneficiaries, successors, and assigns.

11.

Suit in Violation of this Agreement—Loss of Benefits and Payment of Costs. If I bring an action against the Company in violation of this Agreement or if I bring an action asking that the Agreement be declared invalid or unenforceable, I agree that prior to the commencement of such an action I will tender back to the Company all payments which I have received as consideration for this Agreement and that all remaining payments and benefits to be provided to me as consideration for this Agreement will permanently cease as of the date such action is initiated. If any action is brought by either party to enforce the terms of this Agreement, the unsuccessful party agrees to pay all costs, expenses and reasonable attorneys’ fees incurred by the successful party in its successful prosecution or defense of the action brought.

12.

No Reapplication. I agree not to reapply for employment with, otherwise work for, or provide services to the Company directly or indirectly through another entity.

13.

Return of Company Property. On or before the close of business on my Termination Date, I will return to the Company all items of the Company’s property, including, but not limited to: credit cards, desk or office keys, identification cards, calculators, computer passwords, computer diskettes, computer programs, any and all originals or copies of any Company documents and files (including but not limited to customer lists and information, pricing lists and information, financial documents, audit records, account information, Company emails, trade secrets, and any materials of any kind which contain or embody any confidential and proprietary information, etc.), including all copies of these items.

14.

All Representations in Documents. In entering into this Agreement, I acknowledge that I have not relied on any verbal or written representations by any Company representative other than those explicitly set forth in this Agreement. This Agreement sets forth the entire agreement between the Company and me and completely supersedes any prior agreements, oral statements or understandings concerning the termination of my employment and any benefits I might receive following that termination. However, this Agreement does not supersede my obligations and the Company’s rights described below in Paragraphs 19-20 or under any agreements that are demonstrably independent of this Agreement, such as any confidentiality, non-disclosure, non-competition, non-solicitation, trade secret, and/or assignment of inventions and other intellectual property provisions to which my employment was subject, all of which will remain in effect and are enforceable according to their terms.

15.

Partial Invalidity of Agreement. If any part of this Agreement is held to be unenforceable, invalid, or void, then the balance of this Agreement will nonetheless remain in full force and effect to the extent permitted by law.

16.

Headings. The headings and subheadings in this Agreement are inserted for convenience and reference only and are not to be used in construing the Agreement.

17.

Applicable Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. I expressly consent to personal jurisdiction and venue in any state or federal court of competent jurisdiction for any lawsuit arising from or related to this Agreement.

A-4

18.

Voluntary Agreement. I have entered into this Agreement knowingly and voluntarily and understand that its terms are binding on me.

19.

Confidentiality. I agree that I will not divulge proprietary or confidential information relating to the Company. I agree that the existence and terms of this Agreement have been and will be kept confidential by me and not disclosed, revealed or characterized by me (directly or indirectly by innuendo or otherwise), except as required by law, to anyone other than my immediate family and my attorney and tax advisor, who must also agree similarly not to make any further disclosure. Notwithstanding the foregoing, nothing in this Agreement shall limit my right to discuss my employment with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act.

20.

Non-Disparagement. I will not say anything detrimental about or do anything detrimental to the products, processes and services of the Company, or to the products, processes and services of any parent, subsidiary, or affiliate of the Company, or any business entity related to the Company; provided that I may respond accurately and fully to any question, inquiry or request for information when required by legal process.

21.

No Tax Advice. I understand and agree that Company is neither providing tax nor legal advice, nor is Company making representations regarding tax obligations or consequences, if any, related to this Agreement. I further agree that I will assume any such tax obligations or consequences that may arise from this Agreement, and that I shall not seek any indemnification from Company in this regard.

22.

Admissibility. Neither this Agreement nor the offer of this Agreement will be considered any indication or admission of wrongdoing by the Company; it is offered in accordance with the policies underlying Federal Rules of Evidence, Rule 408, and the comparable rules under applicable state or local Rules of Evidence, and will not be admissible in any proceeding except a proceeding to enforce or challenge its terms.

Employee:			Company:

[INSERT NAME]			VOLTA INDUSTRIES, INC.

/s/			By
			Its
Date:			Date

The parties each acknowledge that they have read this Agreement and understand and voluntarily agree to its terms.

A-5

Exhibit 16.1

September 1, 2021

Office of the Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Ladies and Gentlemen:

We have read Volta Inc. (formerly known as Tortoise Acquisition Corp. II) statements included under Item 4.01 of its Form 8-K dated September 1, 2021. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on August 26, 2021, following completion of Tortoise Acquisition Corp. II’s quarterly review for the period ended June 30, 2021, which consists only of the accounts of the pre-Business Combination Special Purpose Acquisition Company. We are not in a position to agree or disagree with other statements contained therein.

Very truly yours,

/s/ WithumSmith+Brown, PC

New York, New York

Exhibit 21.1

Subsidiaries of Volta Inc.

Name of Subsidiary		Jurisdiction of Organization
Volta Charging Industries, LLC		Delaware
Volta Canada Inc.		Canada
Volta Charging, LLC		Delaware
Volta Media LLC		Delaware
Volta Charging Services LLC		Delaware
Volta France SARL		France
Volta Charging German GmbH		Germany

Exhibit 99.1

Volta Industries, Inc. and Subsidiaries

Unaudited Consolidated Financial Statements

Volta Industries, Inc. and Subsidiaries

Contents

Consolidated Financial Statements

Unaudited Consolidated Balance Sheets of June 30, 2021 and December 31, 2020		1
Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2021 and 2020		2
Unaudited Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the Three and Six Months Ended June 30, 2021 and 2020		3
Unaudited Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2021 and 2020		4
Notes to the Unaudited Consolidated Financial Statements		5

Volta Industries, Inc. and Subsidiaries

Unaudited Consolidated Balance Sheets

	June 30, 2021			December 31, 2020
ASSETS
Current assets
Cash and cash equivalents	$	24,030,717		$	58,806,333
Accounts receivable, less allowance for doubtful accounts; $0 and $53,185		8,183,388			6,216,461
Inventory		5,000,262			6,151,110
Prepaid partnership costs - current		9,241,541			9,624,948
Prepaid expenses and other current assets		8,188,495			627,779
Total current assets		54,644,403			81,426,631
Operating lease right-of-use asset, net		55,087,067			49,434,028
Property and equipment, net		61,188,136			46,457,690
Notes receivable - employee		9,358,913			1,018,543
Other non-current assets		318,840			554,462
Prepaid partnership costs - non-current		368,878			—
Intangibles assets, net		1,046,575			—
Goodwill		221,090			—
Total assets	$	182,233,902		$	178,891,354

LIABILITIES
Current liabilities
Accounts payable	$	20,867,142		$	5,493,498
Accounts payable - due to related party		—			91,941
Accrued expenses and other current liabilities		13,918,456			22,231,882
Operating lease liability - current portion		8,465,597			7,483,528
Deferred revenue		7,223,840			7,624,904
Term loans payable - current		19,526,633			10,323,138
Total current liabilities		70,001,668			53,248,891
Term loans payable, net of unamortized debt issuance costs and current term loan payable		31,660,519			40,696,832
Operating lease liability - non-current portion		42,172,215			37,146,055
Other non-current liabilities		6,924,027			7,004,559
Total liabilities	$	150,758,429		$	138,096,337

Redeemable convertible preferred stock, $0.001 par value: 71,566,249 and 71,566,249 shares authorized; 66,927,034 shares and 63,035,778 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively (aggregate liquidation preference of $205,662,884 and $176,941,913 as of June 30, 2021 and December 31, 2020, respectively)		210,029,724			182,599,047

STOCKHOLDERS’ DEFICIT
Common Stock, $0.001 par value: 126,000,000 and 126,000,000 shares authorized; 27,178,067 and 20,351,411 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		3,000			523
Additional paid-in capital		62,340,384			13,232,658
Accumulated deficit		(240,897,635	)		(155,037,211	)
Total stockholders’ deficit		(178,554,251	)		(141,804,030	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	182,233,902		$	178,891,354

Volta Industries, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations and Comprehensive Loss

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
REVENUES
Service revenue	$	6,825,167		$	1,763,262		$	11,056,516		$	4,864,128
Product revenue		—			373,343			299,037			710,625
Other revenue		117,000			241,530			327,000			705,719
Total revenues		6,942,167			2,378,135			11,682,553			6,280,472

COSTS AND EXPENSES
Costs of services (exclusive of depreciation and amortization shown below)		5,131,897			3,510,332			9,740,451			6,997,308
Costs of products (exclusive of depreciation and amortization shown below)		—			713,449			456,946			1,212,319
Selling, general and administrative		17,351,379			6,956,233			78,208,695			17,536,817
Depreciation and amortization		2,522,853			1,551,023			4,696,068			2,994,042
Other operating (income) expenses		776,514			(337,531	)		923,542			(307,689	)
Total costs and expenses		25,782,643			12,393,506			94,025,702			28,432,797
Loss from operations		(18,840,476	)		(10,015,371	)		(82,343,149	)		(22,152,325	)

OTHER EXPENSES
Interest expenses, net		1,672,817			1,808,599			3,332,601			2,875,720
Other (income) expenses, net		48,606			52,610			160,844			(23,768	)
Total other expenses		1,721,423			1,861,209			3,493,445			2,851,952
LOSS BEFORE INCOME TAXES		(20,561,899	)		(11,876,580	)		(85,836,594	)		(25,004,277	)

Income tax expenses		23,830			3,506			23,830			3,506
NET LOSS	$	(20,585,729	)	$	(11,880,086	)	$	(85,860,424	)	$	(25,007,783	)

Weighted-average Class A Common Stock outstanding, basic and diluted (Note 12 - Net loss per share)		6,373,206			6,373,206			6,373,206			6,373,206
Net loss per Class A Common Stock, basic and diluted (Note 12 - Net loss per share)	$	(1.33	)	$	(1.55	)	$	(6.07	)	$	(3.26	)
Weighted-average Class B Common Stock outstanding, basic and diluted (Note 12 - Net loss per share)		9,122,514			1,297,671			7,779,617			1,295,923
Net loss per Class B Common Stock, basic and diluted (Note 12 - Net loss per share)	$	(1.33	)	$	(1.55	)	$	(6.07	)	$	(3.26	)

Volta Industries, Inc. and Subsidiaries

Unaudited Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Deficit

Three Months Ended	Redeemable Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
June 30, 2020	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances at March 31, 2020		45,377,418	$	75,608,294		10,872,606	$	316	$	6,394,021	$	(95,846,031	)	$	(89,451,694	)
Stock-based compensation expense - options		—		—		—		—		298,567		—			298,567
Net loss		—		—		—		—		—		(11,880,086	)		(11,880,086	)
Balances at June 30, 2020		45,377,418	$	75,608,294		10,872,606	$	316	$	6,692,588	$	(107,726,117	)	$	(101,033,213	)

Six Months Ended	Redeemable Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
June 30, 2020	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances at December 31, 2019		45,377,418	$	75,608,294		10,866,044	$	309	$	5,541,971	$	(82,718,334	)	$	(77,176,054	)
Beneficial conversion feature in convertible promissory notes		—		—		—		—		377,574		—			377,574
Issuance of Class B Common Stock warrants - related party		—		—		—		—		291,201		—			291,201
Issuance of Common Stock upon exercise of options		—		—		6,562		7		4,456		—			4,463
Stock-based compensation expense - options		—		—		—		—		477,386		—			477,386
Net loss		—		—		—		—		—		(25,007,783	)		(25,007,783	)
Balance at June 30, 2020		45,377,418	$	75,608,294		10,872,606	$	316	$	6,692,588	$	(107,726,117	)	$	(101,033,213	)

Three Months Ended	Redeemable Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
June 30, 2021	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances at March 31, 2021		66,927,034	$	210,029,724		26,561,329	$	1,032	$	59,614,628	$	(220,311,906	)	$	(160,696,246	)
Issuance of Common Stock upon exercise of options		—		—		316,604		317		223,262		—			223,579
Stock-based compensation expense - options		—		—		—		—		1,281,555		—			1,281,555
Exercise of Common Stock warrants - related party		—		—		150,000		150		1,350		—			1,500
Issuance of Common Stock for acquisition of 2Predict		—		—		150,134		1,501		1,219,589		—			1,221,090
Net loss		—		—		—		—		—		(20,585,729	)		(20,585,729	)
Balances at June 30, 2021		66,927,034	$	210,029,724		27,178,067	$	3,000	$	62,340,384	$	(240,897,635	)	$	(178,554,251	)

Six Months Ended	Redeemable Convertible Preferred Stock					Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
June 30, 2021	Shares		Amount			Shares		Amount		Capital		Deficit			Deficit
Balances at December 31, 2020		63,035,778	$	182,599,047			20,351,411	$	523	$	13,232,658	$	(155,037,211	)	$	(141,804,030	)
Issuance of Series D Preferred Stock		1,858,985		13,720,969			—		—		—		—			—
Issuance of Series D Preferred Stock - related party		2,032,271		14,999,989			—		—		—		—			—
Issuance Costs - Series D		—		(1,290,281	)		—		—		—		—			—
Issuance of restricted stock awards - related party		—		—			5,700,000		—		40,236,000		—			40,236,000
Issuance of Common Stock upon exercise of options		—		—			826,522		826		1,086,576		—			1,087,402
Stock-based compensation expense - options		—		—			—		—		6,564,211		—			6,564,211
Exercise of Common Stock warrants - related party		—		—			150,000		150		1,350		—			1,500
Issuance of Common Stock for acquisition of 2Predict		—		—			150,134		1,501		1,219,589		—			1,221,090
Net loss		—		—			—		—		—		(85,860,424	)		(85,860,424	)
Balance at June 30, 2021		66,927,034	$	210,029,724			27,178,067	$	3,000	$	62,340,384	$	(240,897,635	)	$	(178,554,251	)

Volta Industries, Inc. and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

	Six Months Ended June 30,
	2021			2020
Cash flows from operating activities
Net loss	$	(85,860,424	)	$	(25,007,783	)
Adjustments to reconcile net loss to net cash used in operating activities:
Reduction in the carrying amount of ROU assets		1,928,133			1,248,455
Depreciation and amortization		4,696,068			2,994,042
Stock-based compensation		46,800,211			477,386
Non-cash interest expense		167,182			(1,698,511	)
Revaluation of warrant liability to estimated fair value		(118,208	)		10,987
Expenses related to invoices in dispute		623,700			—
Loss on abandonment of property and equipment		541,793			—
Changes in operating assets and liabilities:
Accounts receivable		(1,966,926	)		7,020,238
Inventory		1,150,848			411,184
Prepaid expenses and other current assets		(7,560,717	)		(605,065	)
Prepaid partnership costs		(726,186	)		(3,479,710	)
Operating lease right-of-use asset		(7,217,491	)		(5,035,078	)
Other non-current assets		235,622			223,833
Accounts payable		15,373,643			(9,890,999	)
Due to related party		(91,941	)		88,572
Accrued expenses and other current liabilities		(8,506,841	)		(200,443	)
Deferred revenue		(401,064	)		3,348,113
Lease incentive liability		(10,756	)		(10,815	)
Operating lease liability		6,008,228			4,056,843
Other noncurrent liabilities		299,682			(2,361,167	)
Net cash used in operating activities		(34,635,444	)		(28,409,918	)

Cash flows from investing activities
Purchase of property and equipment		(19,784,475	)		(6,007,618	)
Capitalization of internal-use software		(39,096	)		—
Incentive lease obligation		—			604,542
Acquisition of 2Predict		(200,000	)		—
Net cash used in investing activities		(20,023,571	)		(5,403,076	)

Cash flows from financing activities
Due from employees for taxes paid on partial recourse notes		(8,340,370	)		—
Proceeds from issuance of Series D Preferred Stock		28,720,958			—
Proceeds from issuance of Series D-1 convertible notes		—			3,000,000
Proceeds from issuance of Series D-1 convertible notes -related party		—			6,500,000
Beneficial conversion feature related to convertible notes		—			377,574
Proceeds from issuance of long term debt		—			16,000,000
Proceeds from PPP loan		—			3,193,300
Proceeds from exercise of Common Stock warrants - related party		1,500			—
Proceeds from exercise of stock options		1,087,402			4,463
Payment of issuance costs related to Series D and D-1 Preferred Stock		(1,290,281	)		(38,933	)
Payment of debt issuance costs		—			(462,880	)
Proceeds from financing activity		—			445,513
Payment of financing activity principal		(295,810	)		(131,273	)
Net cash provided by financing activities		19,883,399			28,887,764

Net increase (decrease) in cash and cash equivalents	$	(34,775,616	)	$	(4,925,230	)
Cash and cash equivalents, beginning of period		58,806,333			10,758,436
Cash and cash equivalents, end of period	$	24,030,717		$	5,833,206

Supplemental disclosures of cash flow information
Cash paid for interest	$	1,504,402		$	798,890
Cash paid for taxes		23,830			—

Non-cash investing and financing activities
Initial recognition of operating lease right-of-use asset	$	(7,297,609	)	$	(5,789,689	)
Initial recognition of operating lease liability		6,933,928			4,761,489
Class B Common Stock warrants issued in satisfaction of services rendered		—			291,201
Issuance of Common Stock in a business combination		1,221,090			—

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 1 – Description of business

Volta Inc. is a holding company for its wholly-owned subsidiaries, Volta Industries, Inc. (“Legacy Volta”), Volta Charging, LLC, Volta Charging Services, LLC (inactive), and Volta Media, LLC (inactive) (collectively, the “Company” or “Volta”). The Company was incorporated in Delaware on December 15, 2014 and is headquartered in San Francisco, California. The Company operates a network of smart media-enabled charging stations for electric vehicles across the United States (“U.S.”). In addition, the Company utilizes the network to decarbonize the transportation sector and accelerate electric vehicle adoption by providing sponsored or pay-to-use charging to drivers. Revenue is derived primarily by selling paid content on the media-enabled charging station network and selling, installing and maintaining charging stations.

On February 7, 2021, the Company entered into a Business Combination Agreement with Tortoise Acquisition Corp. II (“TortoiseCorp II”), a special purpose acquisition company (the “Business Combination”). Immediately following the Closing of the proposed transaction, the post-combination company intends to change its name to Volta Inc. and expects to trade on the New York Stock Exchange ("NYSE") under the ticker symbol “VLTA”, pending NYSE approval. The Company and any of its subsidiaries will be the surviving company listed on the NYSE.

On March 25, 2021, the Company formed a new wholly-owned subsidiary, Volta Canada Inc.

On April 13, 2021, the Company formed two new, wholly-owned subsidiaries, Volta Charging Germany GmbH and Volta France SARL.

In April 2021, the Company entered into and executed an acquisition agreement with 2Predict, Inc., pursuant to which the seller agreed to sell certain assets to the Company. The assets purchased consist primarily of intellectual property. The purchase price consisted of: (i) cash consideration of $0.2 million, and (ii) equity consideration of 150,134 shares of Class B Common Stock (see Note 4 - Acquisitions).

Substantially all of the Company’s operations and assets are located in the U.S., and all of its revenues are attributable to customers located in the U.S.

Note 2 - Summary of significant accounting policies

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts and operations of Volta Inc. and its wholly-owned subsidiaries. Volta Charging, LLC is the primary operating subsidiary of the Company. All intercompany accounts and transactions have been eliminated upon consolidation.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to management’s estimates and assumptions include, but are not limited to, assumptions underlying the determination of the stand-alone selling prices for performance obligations within revenue arrangements, allowance for doubtful accounts, inventory valuation, stock-based compensation, tax valuation allowance, valuation and recognition of warrants, incremental borrowing rate for right-of-use (“ROU”) assets and lease liabilities, lease term, the valuation and useful lives of property and equipment, goodwill and intangibles, and the valuation of assets acquired and liabilities assumed for business combinations. The Company believes that the estimates and judgments upon which it relies are reasonable based upon information available to the Company at the time that these estimates and judgments are made. The Company periodically evaluates such estimates and adjusts prospectively based upon such periodic evaluation. Actual results could differ materially from those estimates using different assumptions or under different conditions.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share.

Cash, cash equivalents, and restricted cash

Cash and cash equivalents include on-demand deposits with banks and a mutual fund, respectively, for which cost approximates the fair value. Restricted cash as of June 30, 2021 includes $0.1 million held in escrow related to payments to contractors.

Accounts receivable and allowance for doubtful accounts

Unbilled receivables result from amounts recognized as revenues but not yet invoiced as of the consolidated balance sheet date. As of June 30, 2021 and December 31, 2020, the company had $0.8 million and $0.8 million, respectively, in unbilled receivables related to network development revenue, which are included in the accounts receivable balance.

Concentration of risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held on deposit with high-credit quality financial institutions. Such deposits may at times exceed federally insured limits. The Company has not experienced losses in such amounts or accounts.

As of June 30, 2021, three customers accounted for 25.4%, 17.9% and 10.7% of the Company’s accounts receivable balance, respectively. As of December 31, 2020, one customer accounted for 59.5% of the Company’s accounts receivable balance. For the three months ended June 30, 2021, three customers accounted for 24.0%, 23.2% and 10.4% of the Company’s revenue, respectively. For the six months ended June 30, 2021, four customers accounted for 21.5%, 14.3%, 12.0% and 11.4% of the Company’s revenue, respectively. For the three months ended June 30, 2020, two customers accounted for 53.7% and 10.3% of the Company’s revenue, respectively. For the six months ended June 30, 2020, three customers accounted for 44.5%, 12.6% and 11.2% of the Company’s revenue, respectively. Revenue generated by these customers arises from a portfolio of contracts with multiple, separate, legal entities. The Company mitigates concentration risk as all contracts are executed with these separate, legal entities.

As of June 30, 2021, one supplier accounted for 14.5% of the Company’s accounts payable balance and orders. As of December 31, 2020, one supplier accounted for 21.1% of the Company’s accounts payable balance and orders. The Company mitigates concentration risk by maintaining contracts and agreements with alternative suppliers and is actively expanding its supplier network.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. The cost of maintenance and repairs is expensed as incurred, and expenditures that extend the useful lives of assets are capitalized. Property and equipment are depreciated and amortized using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term, ranging from two to five years.

Asset	Useful Lives (In Years)
Charging stations and digital media screens		5-10
Capitalized research and development equipment		5
Computers and equipment		3-5
Furniture		5
Leasehold improvements		2-5
Internal-use software		0.5

Construction in progress includes all costs capitalized related to projects, primarily related to in-process engineering activities and installation of assets that have yet to be placed in service. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized.

Impairment of long-lived assets and intangibles

Intangible assets with finite lives are amortized over their useful lives and reported net of accumulated amortization. The Company evaluates its long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Although the Company has accumulated losses, the Company believes that the future cash flows will be sufficient to exceed the carrying value of the Company’s long-lived and intangible assets. As of June 30, 2021 and December 31, 2020, the Company determined that no events or changes in circumstances existed that would otherwise indicate any impairment of its long-lived or intangible assets.

Goodwill

Goodwill is evaluated for impairment at the end of each fiscal year or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting units is less than its carrying amount. If, based on the evaluation, it is determined to be more likely than not that the fair value is less than the carrying value, then the goodwill is tested further for impairment. If the implied fair value of goodwill is lower than its carrying amount, an impairment loss is recognized in an amount equal to the difference. The goodwill balance as of June 30, 2021 includes the amount recognized as a result of the acquisition of 2Predict, Inc. (see Note 4 - Acquisitions). There was no impairment of goodwill for the three months ended June 30, 2021.

Leases

The Company determines if an arrangement contains a lease at inception. The Company recognizes an ROU asset and a lease liability at the lease commencement date for operating leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. The initial measurement of ROU assets is comprised of the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus any initial direct costs, plus (less) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate as the Company generally cannot determine the implicit rate because it does not have access to the lessor’s residual value or the amount of the lessor’s deferred initial costs. The incremental borrowing rate is the interest rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

Lease terms include the noncancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are recognized in other operating (income) expenses in the consolidated statement of operations and comprehensive loss.

The Company identifies separate lease and non-lease components within the contract. Non-lease components primarily include payments for electricity reimbursements made to the landlord. The Company has elected the practical expedient to combine lease and non-lease payments and account for them together as a single lease component, which increases the amount of the Company’s ROU assets and lease liabilities.

In April 2020, the FASB provided for an optional practical expedient that simplifies how a lessee accounts for rent concessions that are a direct consequence of the COVID-19 pandemic. The practical expedient provides that, for eligible leases, the lessee may choose to forgo the evaluation of the enforceable rights and obligations of the original lease contract. Instead, lessees may account for COVID-19 related rent concessions either (i) as if they were part of the enforceable rights and obligations of the parties under the existing lease contract or (ii) as a lease modification. Eligible leases are those for which the concession is COVID-19 related and the changes to the lease do not result in a substantial increase to the rights of the lessor or the obligations of the lessee. The Company has elected to apply the practical expedient for all eligible lease modifications, resulting in the rent concession being recorded as a negative variable lease cost and recognized in the consolidated statement of operations and comprehensive loss in that period.

Equity issuance costs

For the six months ended June 30, 2020, the Company raised $9.5 million through sales of Series D Preferred Stock resulting in $0.3 million of equity issuance costs, paid as Class B Common Stock warrants. As of June 30, 2021, the Company had raised $128.1 million through sales of Series D and D-1 Preferred Stock, resulting in $4.5 million of equity issuance costs, of which $3.8 million was paid in cash and $0.7 million was paid as Class B Common Stock warrants (see Note 9 – Warrants). Equity issuance costs are included in Preferred Stock on the consolidated balance sheets.

Deferred transaction costs

As of June 30, 2021 and December 31, 2020, respectively, deferred transaction costs of approximately $8.1 million and $30.1 thousand were capitalized in prepaid expenses and other current assets in the consolidated balance sheets for the Business Combination with Tortoise Acquisition Corp. II (see Note 1 – Description of business). There were no deferred transaction costs included in accrued expenses and other current liabilities in the consolidated balance sheets as of June 30, 2021 and December 31, 2020. Upon the completion of the Business Combination, all deferred transaction costs were offset against the proceeds from the Business Combination.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Stock warrants

The Company’s Common Stock warrants are freestanding warrants that were issued in connection with certain debt and equity financing transactions. The warrants are classified as equity instruments at the grant date fair value calculated using the OPM Back solve approach and are not subject to revaluation at the balance sheet date.

Revenue recognition

ASC 606

Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process, (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue when or as the Company satisfies a performance obligation.

The Company generally considers a sales contract and/or agreement with an approved purchase order as a customer contract provided that collection is considered probable, which is assessed based on the creditworthiness of the customer. The Company combines contracts with a customer if contracts are entered into at or near the same time with the same customer and are negotiated with a single commercial substance or contain price dependencies. As it enters contracts with customers, the Company evaluates distinct goods and services promised in the contract to identify the appropriate performance obligations. The performance obligations include advertising services, charging stations, which include Level 2 (“L2”) or Direct Current Fast Charging (“DCFC”) stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and Software-as-a-Service (“SaaS”). The Company generally contracts with customers at fixed amounts and has not experienced significant returns or price concessions and discounts. To the extent the Company is entitled to variable consideration on the sale of goods or services, it will estimate the amount it expects to collect as part of the transaction price provided it is probable that a significant reversal of revenue will not occur when the uncertainty related to variable consideration is resolved.

When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation using the relative standalone selling price (“SSP”) method. The determination of SSP is judgmental and is based on the price the Company would charge for the same good or service if it were sold separately in a standalone sale to similar customers in similar circumstances. As the charging stations, installation and operation and maintenance services are never sold separately, the Company utilizes an expected cost plus a margin approach to determine the SSP of each of the separate performance obligations. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Disaggregation of revenue

The Company’s operations represent a single operating segment based on how the Company and its Chief Operating Decision Maker (“CODM”) manages its business. The Company disaggregates revenue by major category in the table below based on what it believes are the primary economic factors may impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts.

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues
Behavior and Commerce	$	6,484,155	$	834,931	$	10,013,800	$	1,967,615
Network Development		340,370		1,301,674		1,341,111		3,607,138
Charging Network Operations		642		241,530		642		705,719
Network Intelligence		117,000		—		327,000		—
Total revenues	$	6,942,167	$	2,378,135	$	11,682,553	$	6,280,472

Behavior and Commerce

Behavior and Commerce revenue is generated by displaying paid media content on the Company’s network of media-enabled charging stations. National and regional businesses pay for content either directly or through their relationships with advertising agencies, based on the number of impressions delivered over the contract term, which is typically less than one year. Behavior and Commerce revenue is recognized ratably over time as the impressions are displayed on media-enabled charging stations over the contract term. The Company typically bills customers in advance on a monthly basis, and payments are typically due within one month after content delivery. Behavior and Commerce revenue is recorded in service revenue in the consolidated statements of operations and comprehensive loss.

Network Development

Network Development revenue consists of revenue generated through installation services, operation and maintenance services offered over the contract term (generally a 10-year term), installed infrastructure for utility companies and charging station products. Revenue from installation services is recognized over time using an input method based on costs incurred to measure progress toward complete satisfaction of the performance obligation. Revenue from operation and maintenance services is recognized ratably over the term of the arrangement as the services are performed. Revenue from the sale of installed infrastructure is recognized at a point in time when control of the installed infrastructure is transferred to the customer. Revenue from charging stations is recognized at the point in time when control of the charging station is transferred to the customer, which is typically when the charging station is delivered at the designated customer site.

If the arrangement contains a lease, it is accounted for in accordance with ASC 842, Leases. In some arrangements, the Company has executed a sale and leaseback of the digital media screens (sale leaseback) and has also acquired the right to control the use of the location to advertise over a set term (location lease) (see Note 8 – Debt facilities). During the construction phase, the Company does not control the underlying asset on the customer’s property. As the leaseback qualifies as a financing arrangement, the Company will not record a sale for accounting purposes of the digital media screen and will depreciate that asset over its useful life. For contractual payments that do not exceed the fair value of the location lease obligation, the Company records a lease liability and an associated right-of-use asset based on the discounted lease payments. In some instances, the Company may receive a lease incentive from the lessor which is recorded as a reduction to the right-of-use asset.

The determination of the transaction price for Network Development revenue may require judgment and can affect the amount and timing of revenue. The transaction price is based on the consideration that the Company expects to be entitled to for providing the Network Development products and services on a standalone basis. Almost all of the transaction price is based on fixed cash consideration received from customers. The transaction price is allocated between lease and non-lease components based on a relative-selling price basis. However, in arrangements where the Company pays consideration to a customer for a distinct good or service, the consideration payable to a customer is limited to the fair value of the distinct good or service received by the customer. If the contractual payments for the location lease of this arrangement are in excess of fair value, then the Company will estimate the excess contractual payments over fair value and record that amount as a reduction to the transaction price in the arrangement. The reduction to transaction price for consideration payable to a customer is recognized at the later of when the Company pays or promises to pay the consideration or when the Company recognizes the related revenue for the transferred products and services. The Company reduced the transaction price and recognized consideration payable to a customer of $10.6 thousand and $15.6 thousand for the three months ended June 30, 2021 and 2020, respectively, and $0.2 million and $54.6 thousand for the six months ended June 30, 2021 and 2020, respectively.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

The Company typically bills the customer upon contract inception for charging stations and installation services and bills the customer on a quarterly basis for operation and maintenance services. Payments are typically due within one month after billing. Revenue generated through installation services, operation and maintenance services and installed infrastructure is recorded in service revenue in the consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the consolidated statements of operations and comprehensive loss.

Charging Network Operations

Charging Network Operations revenue correlates to usage of stations, and are currently, primarily generated by selling regulatory credits or Low Carbon Fuel Standard credits to other regulated entities. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Costs associated Charging Network Operations is comprised of a minor amount of personnel-related costs which is presented in selling, general and administrative in the consolidated statements of operations and comprehensive loss. Charging Network Operations revenue is recorded in other revenue in the consolidated statements of operations and comprehensive loss.

Network Intelligence

Network Intelligence revenue is generated through the delivery of SaaS to the customer. The Company recognizes Network Intelligence revenue ratably over the contract term on a time-elapsed basis as the SaaS is performed. Network Intelligence revenue is recorded in other revenue in the consolidated statements of operations and comprehensive loss. A majority of costs associated with Network Intelligence revenue qualify as internal use software and are capitalized and recorded within property and equipment, net on the consolidated balance sheets.

Practical expedient and policy elected

The Company utilized the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company generally expects, at contract inception, that the period between when the Company transfers control of the promised good or service and when the Company receives payment from the customer is within one year or less. At contract inception, the Company expects to complete installation and transfer control of media-enabled charging stations to customers and receive payment within one year of contract execution. The Company generally expects to fulfill media campaigns and receive payment for advertising sales within one year.

The Company has elected to present revenue net of sales taxes remitted to government authorities.

Remaining performance obligations

Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that is expected to be recognized as revenue in future periods and excludes the performance obligations that are subject to cancellation terms. The remaining performance obligations related to advertising services, the sale of media-enabled charging stations, installation services and SaaS are expected to be recognized as revenue within the next twelve months and are recorded within deferred revenue on the consolidated balance sheets. The unbilled amount was $0.8 million as of June 30, 2021, and December 31, 2020, respectively. The total remaining performance obligations, excluding advertising services contracts that have a duration of one year or less, was $22.8 million and $24.4 million as of June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021, the Company expects to recognize approximately 37.4% of its remaining performance obligations as revenues in the next twelve months, and the remainder thereafter.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Deferred revenue

Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media-enabled charging stations, installation and operation and maintenance services and is recognized as revenue upon transfer control or as services are performed. The Company generally invoices customers in advance or in milestone-based installments. Revenue recognized for the three months ended June 30, 2021 and 2020 that was included in the deferred revenue balance as of March 31, 2021 and 2020 was $0.2 million and $1.1 million, respectively. Revenue recognized for the six months ended June 30, 2021 and 2020 that was included in the deferred revenue balance as of December 31, 2020 and 2019 was $1.0 million and $2.1 million, respectively. As of June 30, 2021, deferred revenue related to such customer payments amounted to $7.3 million, of which $7.2 million is expected to be recognized during the succeeding twelve-month period and is therefore presented as current.

Costs to obtain a contract with a customer

The Company elected to apply the practical expedient available under ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers, to not capitalize incremental costs of obtaining a contract, such as sales commissions, if the amortization period is less than one year. Commissions paid for certain sales of advertising are expensed as incurred because the amortization period would have been one year or less as the majority of media campaigns are scheduled to run less than one year.

Sales commissions are also paid for obtaining a network development contract with a site host that purchases media-enabled charging stations and related services. As the typical contract term for these agreements exceeds one year, the Company does not apply this practical expedient. Sales commissions that are considered incremental and recoverable costs of obtaining a contract with a customer are capitalized and included in prepaid expenses and other current assets and other non-current assets on the consolidated balance sheets. The deferred costs are then amortized over the period of benefit consistent with the transfer of the goods and services to the customer to which the asset relates and is included in selling, general and administrative in the consolidated statements of operations and comprehensive loss.

The ending balances of assets recognized from costs of obtaining a contract with a customer were $44.6 thousand and $0.1 million included in prepaid expenses and other current assets as of June 30, 2021 and December 31, 2020, respectively, and $0.3 million included in other non-current assets as of June 30, 2021 and December 31, 2020. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $11.2 thousand and $45.0 thousand for the three months ended June 30, 2021 and 2020, respectively and $0.1 million for the six months ended June 30, 2021 and 2020, respectively. The Company did not recognize any contract cost impairment losses for the three and six months ended June 30, 2021 and 2020.

Cost of revenues (excluding depreciation and amortization)

Costs of services

Costs of services consist of costs attributable to the Network Development revenues and Behavior and Commerce revenue. Costs associated with Network Development consist of costs associated with providing installation, operations and maintenance services, including personnel-related costs associated with delivering services, such as salaries and benefits, and costs to install infrastructure for utility companies. Costs associated with Behavior and Commerce revenue consists of costs associated with providing advertising services, including related rental payments on location leases for the advertising displays, for charging sites, station electricity, and labor costs directly related to service revenue-generating activities.

Cost of products

Cost of products consists primarily of hardware cost and shipping cost. Hardware cost primarily relates to L2 and DCFC stations which includes the cost of station chassis, the electric vehicle chargers, routers, and computers.

Advertising expenses

The Company expenses advertising expenses as they are incurred. Advertising expenses for the three months ended June 30, 2021 and 2020, were $0.1 million and $46.0 thousand, respectively, and for the six months ended June 30, 2021 and 2020, were $0.2 million and $0.2 million, respectively, and are included in selling, general and administrative in the consolidated statements of operations and comprehensive loss. The Company does not capitalize any advertising expenses.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

COVID-19 impact

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic will continue to have a negative impact on the operations and customers of the Company. The impact on the business and the results of operations included decreased customer demand for advertising space due to the decrease in foot traffic at the site hosts as consumers were subject to shelter-in-place orders around the United States, as well as the temporary halting of construction activities of the media-enabled charging stations. In addition, the ability of the employees and the suppliers’ and customers’ employees to work may be impacted by individuals contracting or being exposed to COVID-19, which may significantly hamper the operations. Despite the adverse impacts, there are no indications that the COVID-19 pandemic has resulted in a material decline in the carrying value of any assets, or a material change in the estimate of any contingent amounts recorded in the consolidated balance sheet as of June 30, 2021. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic. The consolidated financial statements reflect estimates and assumptions made by management as of June 30, 2021 and management continues to monitor the potential impact. Events and changes in circumstances arising after June 30, 2021, including those resulting from the impacts of the COVID-19 pandemic, will be reflected in management’s estimates for future periods. The Company applied for a loan under the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief and Economic Security Act of 2020 (“CARES Act”). In April 2020, the Company received loan proceeds of $3.2 million under the SBA PPP of the CARES Act (see Note 8 – Debt facilities).

Recent accounting pronouncements

Recently adopted accounting pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on the consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU was subsequently amended by ASU No. 2018-19, ASU No. 2019-05 and ASU No. 2019-10. The guidance amended reporting requirements for credit losses for assets held at amortized cost basis and available-for-sale debt securities. For available-for-sale debt securities, credit losses will be presented as an allowance rather than as a write-down. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. ASU No. 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years. If the Company were to lose EGC status in 2021, the standard would be effective for the fiscal year beginning after December 15, 2021. The Company has not yet determined the potential effects of this ASU on its consolidated financial statements.

Note 3 - Liquidity

The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has financed its operations to date primarily through private placements of its equity securities and loan agreements. Since its inception, the Company has incurred negative cash flows from operations and investing activities as it is expending significant resources in expanding its activities. This has resulted in losses from operations, which are expected to continue for the foreseeable future years, and an accumulated deficit. The Company may require additional financing to fund operations to meet its business plan.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the six months ended June 30, 2021, the Company incurred a net loss of $85.9 million and had negative cash flows from operating activities of $35.2 million. As of June 30, 2021, the Company had an accumulated deficit of $240.9 million and cash of $24.0 million.

In the second quarter of 2020, the Company’s revenues declined due to COVID-19. Customer demand for advertising space declined due to the decrease in foot traffic at the Company’s site hosts as consumers were subject to shelter-in-place orders around the United States. Productivity and capital expenditures decreased as construction activities of the media-enabled charging stations were temporarily halted due to the shelter-in-place orders.

In response, management implemented several plans to mitigate the impact of COVID-19 on the Company’s financial performance, including operating cost containment measures, payroll reductions, realignment of its commissions structure, reduced capital expenditures, re-prioritization of high-value and essential sites, and raising capital through debt and equity transactions. Most of the Company’s media-enabled charging stations are located in close proximity to essential businesses, positioning the Company for recovery as shelter-in-place orders lift and consumers gradually return to in-person shopping. There are inherent uncertainties associated with predicting consumer behavior, particularly after the effects of COVID-19. Trends may or may not improve based on mitigating plans implemented by management.

In April 2020, the Company received loan proceeds of $3.2 million under the PPP of the CARES Act as administered by the U.S. SBA (see Note 8 – Debt facilities).

Until the Company is cash-flow positive, the Company will need to continue to raise funds through the issuance of private equity securities or additional borrowings. The Company raised $128.1 million through sales of Series D and D-1 Preferred Stock, where $9.5 million was received as of June 30, 2020 and $118.6 million was received as of June 30, 2021. In addition, the Company entered into a Business Combination Agreement with Tortoise Acquisition Corp. II. on February 7, 2021 (see Note 1 – Description of business).

Management has considered conditions and events which provide substantial doubt about the Company’s ability to continue as a going concern (i.e., the COVID-19 pandemic and the Closing of the Business Combination Agreement) over the 12 months following the issuance of the consolidated financial statements. No assurances can be provided that additional funding will be available at terms acceptable to the Company, if at all. If the Company is unable to raise additional capital the Company may significantly curtail its operations, modify existing strategic plans and/or dispose of certain operations or assets.

Note 4 - Acquisitions

On April 21, 2021, the Company completed its acquisition of 2Predict, Inc. (“2Predict”), a Delaware corporation, from Praveen Mandal, the Company’s Chief Technology Officer. 2Predict uses artificial intelligence (“AI”) techniques to run next-level analytics on large data sets. 2Predict’s data scientists provide advanced machine learning solutions and will continue to assist in developing Volta’s technology. The purchase price was $1.4 million, comprising $0.2 million cash and 150,134 issued shares of Class B Common Stock valued at $8.13 per share, or $1.2 million, paid on the acquisition date.

The acquisition of 2Predict was accounted for as a business combination according to ASC 805-10, Business Combinations. This method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date.

The Company recorded net assets acquired of $1.4 million, including definite-lived intangible assets of $1.2 million and goodwill of $0.2 million. Definite-lived intangible assets primarily consist of intellectual property of 2Predict, for which the weighted-average useful life is 1.5 years. Goodwill is primarily attributed to the future economic benefits arising from assets acquired that could not be individually identified and separately recognized, such as assembled workforce.

The results of operations of 2Predict are included in the accompanying consolidated statements of operations from the date of acquisition. The pro forma financial information is not material to the Company’s consolidated financial statements.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 5 - Fair value measurements

The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the fair value measurements. All of the Company’s cash and cash equivalents are classified within Level 1 as they are valued using quoted market prices or alternative pricing sources. The senior secured term loan and the PPP Loan are classified within Level 2 as they are valued using market-based risk measurements that are indirectly observable, such as credit risk. Preferred Stock warrant liabilities are classified within Level 3 and measured by the OPM Back solve approach under the market method.

The Company’s financial instruments for which the Company discloses fair value are as follows:

	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
December 31, 2020
Liabilities
PPP Loan	$	3,193,300	$	3,193,300	$	—	$	3,193,300	$	—
Senior secured term loan		47,826,670		50,960,000		—		50,960,000		—
Preferred Stock warrant liability		698,451		698,451		—		—		698,451
Total	$	51,718,421	$	54,851,751	$	—	$	54,153,300	$	698,451

June 30, 2021
Liabilities
PPP Loan	$	3,193,300	$	3,193,300	$	—	$	3,193,300	$	—
Senior secured term loan		49,000,000		50,470,000		—		50,470,000		—
Preferred Stock warrant liability		580,243		580,243		—		—		580,243
Total	$	52,773,543	$	54,243,543	$	—	$	53,663,300	$	580,243

Level 2 valuation - senior secured term loan and PPP

The Company measures the fair value of the senior secured term loan using discounted cash flows and market-based expectations for credit risk and market risk. The carrying amount of the PPP Loan approximates fair value due to the expected short-term nature of the loan.

Level 3 valuation - Preferred Stock warrants

The Company measures the value of its Preferred Stock warrants on a recurring basis using the OPM Back solve approach. The OPM Back solve approach uses a Black-Scholes option pricing model to calculate the implied equity value of the Company. Once an overall equity value was determined, the aggregate amounts were allocated to the different classes of equity according to their rights and preferences. The inputs to the OPM Back solve approach include time to liquidation, a risk-free interest rate, an assumption for a discount for lack of marketability and an assumed volatility based on the volatility of similar publicly traded companies. In determining the fair value of the warrants, the methodologies used to estimate the enterprise value of the Company were performed using the approaches, and the assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“AICPA Accounting and Valuation Guide”).

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

	June 30, 2021			December 31, 2020
Expected dividend yield		—	%		—	%
Risk-free interest rate		0.67	%		0.53	%
Expected volatility		66.10	%		50.00	%
Expected term (in years)		4.01			4.50

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

The Preferred Stock warrants are recorded as a liability due to the Preferred Stock’s redemption provisions. Unrealized losses resulting from changes in the fair value measurement of Preferred Stock warrants each period are recorded to other expenses, net in the Company’s accompanying consolidated statements of operations and comprehensive loss. The changes in the fair value of the Preferred Stock warrants were as follows:

December 31, 2020	$	698,451
Increase (decrease) in fair value of warrants		(118,208	)
June 30, 2021	$	580,243

December 31, 2019	$	287,504
Increase (decrease) in fair value of warrants		(10,987	)
June 30, 2020	$	276,517

There were no transfers of financial instruments between levels of the hierarchy for the three months ended June 30, 2021 and 2020 and for the six months ended June 30, 2021 and 2020.

Note 6 – Property and equipment, net

Property and equipment, net, as of June 30, 2021 and December 31, 2020, consist of the following:

	June 30, 2021			December 31, 2020
Charging stations and digital media screens	$	59,400,646		$	43,717,259
Construction in progress		16,854,168			14,665,803
Capitalized research and development equipment		1,833,627			973,703
Leasehold improvements		750,901			552,005
Computer equipment and internal-use software		1,393,172			974,216
Other fixed assets		327,541			336,234
Capitalized software		14,096			—
Total property and equipment		80,574,151			61,219,220
Less accumulated depreciation and amortization		(19,386,015	)		(14,761,530	)
Property and equipment, net	$	61,188,136		$	46,457,690

Construction in progress is primarily comprised of the charging stations that are in the process of being installed. Depreciation and amortization expenses were $2.5 million and $1.6 million for the three months ended June 30, 2021 and 2020, respectively and $4.7 million and $3.0 million for the six months ended June 30, 2021 and 2020, respectively.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 7 – Accrued expenses and other current liabilities

Accrued expenses and other current liabilities as of June 30, 2021 and December 31, 2020 consist of the following:

	June 30, 2021		December 31, 2020
Accrued billings on contracts	$	671,521	$	—
Charging station expenses		5,311,727		4,811,852
Lease incentive liability		3,641,842		4,038,322
Employee related expenses		2,682,634		3,712,880
Financing transaction costs		—		3,459,719
Other		725,613		2,274,252
Deposit liability		850,000		2,508,701
Accrued interest		35,119		1,426,156
Total accrued expenses and other liabilities	$	13,918,456	$	22,231,882

Charging station expenses consist primarily of accrued installation costs and rent expenses. Accrued employee expenses consist of accrued bonuses and commissions. Financing transaction costs are in connection to the issuances of Series D Preferred Stock for the year ended December 31, 2020.

Note 8 – Debt facilities

The Company’s outstanding debt instruments as of June 30, 2021 and December 31, 2020 are as follows:

	June 30, 2021		December 31, 2020
Term loan	$	49,000,000	$	49,000,000
PPP small business loan		3,193,300		3,193,300
Total outstanding principal amount		52,193,300		52,193,300
Less unamortized debt issuance fees		1,006,148		1,173,330
Less current maturities		19,526,633		10,323,138
Total long-term debt	$	31,660,519	$	40,696,832

Term loan

On June 19, 2019, the Company entered into a term loan agreement that provides for senior secured term loan facilities of up to $44.0 million, and on November 25, 2020, the maximum borrowings were increased to $49.0 million. $40.0 million of the principal amount was outstanding as of June 30, 2020. The Company drew on the remaining amount of the commitment of $9.0 million as of December 31, 2020. The term loan bears interest on the total outstanding balance at 12% per annum and is secured by certain qualifying assets of the Company. Principal payments are due in equal monthly installments beginning on July 1, 2021, and the term loan matures on June 19, 2024. These provisions expire on the earlier of loan termination, when the facility is fully drawn on, or two years after the closing date. As of June 30, 2021 and December 31, 2020, $49.0 million of the principal was outstanding, and there was a debt discount of $1.0 million and $1.2 million, related to debt issuance costs, respectively. As of June 30, 2021 and December 31, 2020, accrued interest was $35.1 thousand and $1.4 million, respectively.

As of June 30, 2021, the lenders agreed to waive their right to call the debt as a result of violations of certain covenants.

PPP Loan

In April 2020 the Company applied for and received a small business loan of $3.2 million through the PPP. The loan principal and accrued interest are forgivable so long as the borrower maintains its payroll levels and uses the loan proceeds for eligible purposes during the covered period following disbursement, such as payroll, benefits, rent and utilities. Subject to certain qualifications and exclusions, the amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the covered period. Any portion of the loan that is not forgiven will carry interest at the stated rate of 1% per annum, and equal installment payments would be due monthly. Although the Company expects to receive full forgiveness for the loan as the entire amount was used for eligible expenses under the program, the Company plans to repay the PPP Loan.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Term loan and PPP Loan payments by period as of June 30, 2021 are as follows:

Fiscal Year
Remainder of 2021	$	9,244,903
2022		18,448,397
2023		16,333,333
2024		8,166,667
2025		—
	$	52,193,300

Convertible notes

During the six months ended June 30, 2020, the Company issued convertible notes with a total original principal amount of $9.5 million to investors. Subsequent to June 30, 2020 through December 31, 2020, the Company issued convertible notes with a total original principal amount of $20.7 million. The convertible notes accrued interest at a rate of 8% per annum and had an original maturity date of September 2021.

As of December 31, 2020, all outstanding principal amounts and accrued but unpaid interest were automatically converted into shares of Series D-1 Preferred Stock upon the closing of the Company’s sale of the Series D Preferred Stock. The Company issued to the holders of the convertible notes a number of shares of Series D-1 Preferred Stock calculated by dividing the outstanding principal amount and accrued but unpaid interest by the conversion price of $3.77 per share, calculated at a 26% discount to the fair value of the Series D Preferred Stock (see Note 10 – Redeemable convertible preferred stock for the amount and description of Series D-1 Preferred Stock issued upon conversion of the convertible notes).

Financing obligations

For one customer, the Company has entered into multiple contracts to sell media-enabled charging stations and also leaseback the digital media screens for a period of up to 10 years. The leaseback of the digital media screen is in excess of its useful life of 5 years. Therefore, the consideration received equal to relative standalone selling price for the digital media screens has been recorded as a financing transaction. This financing arrangement has been amortized over its 5 year term at the Company’s incremental borrowing rate at the time of the transaction. As of June 30, 2021 and December 31, 2020, the current portions of the financing obligation were $0.8 million and $0.7 million which were included within accrued expenses and other current liabilities. Non-current portions as of June 30, 2021 and December 31, 2020 were $3.5 million and $3.8 million, respectively, which were included within other non-current liabilities on the consolidated balance sheets. The Company’s incremental borrowing rate for each of these transactions has ranged between 10.3%-16.7%.

As of June 30, 2021 future payments under financing obligations were as follows:

Fiscal Year
Remainder of 2021	$	573,803
2022		1,326,390
2023		1,330,651
2024		1,165,122
2025		751,928
Thereafter		294,072
Total future payments		5,441,966
Less amount representing interest		1,170,831
Total financing obligations	$	4,271,135

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 9 – Warrants

Common Stock warrants

In connection with Series D issuance, the Company issued equity classified warrants to purchase 381,679 shares of Class B Common Stock at an exercise price of $1.31, to the existing investors, during the six months ended June 30, 2020. The Company valued the warrants at $0.76 per share upon issuance for a total amount of $0.3 million. As the warrants were issued in connection with the issuance of Preferred Stock, the Preferred Stock had equal and offsetting equity issuance costs of $0.3 million recorded in the consolidated balance sheet as of June 30, 2020.

During the six months ended June 30, 2021, 150,000 shares of Class B Common Stock Warrants were exercised at an exercise price of $0.01 per share for a total amount of $1.5 thousand.

As of June 30, 2021, all Preferred Stock warrants and 7,889,254 Common Stock warrants remain outstanding. As of December 31, 2020, all Preferred Stock warrants and all Common Stock warrants remained outstanding.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 10 – Redeemable convertible preferred stock

A summary of the authorized and issued and outstanding redeemable convertible preferred stock (collectively, the “Preferred Stock”) as of June 30, 2021 and December 31, 2020, consist of the following:

Preferred Stock	Authorized Shares		Issued and Outstanding Shares		Original Issuance, Net		Carrying Value		Liquidation Preference
December 31, 2020
Series A		7,363,856		7,363,856	$	8,823,381	$	8,823,381	$	8,831,988
Series B		11,247,313		11,090,568		15,137,773		15,137,773		15,489,087
Series C		18,581,768		18,581,768		30,892,828		30,892,828		31,167,199
Series C-1		665,428		665,428		1,004,530		1,116,142		1,004,530
Series C-2		7,675,798		7,675,798		19,638,170		19,638,170		19,999,998
Series D		17,748,512		9,374,786		64,661,690		64,661,690		69,194,358
Series D-1		8,283,574		8,283,574		31,254,753		42,329,063		31,254,753
		71,566,249		63,035,778	$	171,413,125	$	182,599,047	$	176,941,913

June 30, 2021
Series A		7,363,856		7,363,856	$	8,823,381	$	8,823,381	$	8,831,988
Series B		11,247,313		11,090,568		15,137,773		15,137,773		15,489,087
Series C		18,581,768		18,581,768		30,892,828		30,892,828		31,167,199
Series C-1		665,428		665,428		1,004,530		1,116,142		1,004,530
Series C-2		7,675,798		7,675,798		19,638,170		19,638,170		19,999,998
Series D		17,748,512		13,266,042		92,092,367		92,092,367		97,915,329
Series D-1		8,283,574		8,283,574		31,254,753		42,329,063		31,254,753
		71,566,249		66,927,034	$	198,843,802	$	210,029,724	$	205,662,884

The Preferred Stock is presented outside of permanent equity in the consolidated financial statements due to the redemption provisions outside of the Company’s control in the event of a deemed liquidation, including a merger or consolidation in which the holders of Common Stock and Preferred Stock hold less than 50% of the post-merger entity. The redemption amount is not adjusted as a deemed liquidation and is not probable, therefore the Preferred Stock is not probable of becoming redeemable.

Conversion

Each share of Preferred Stock is convertible into fully paid and non-assessable Class A Common Stock, at the option of the holder, at any time. The conversion rate is determined by dividing the original issue price by the conversion price. Both the original issuance price and conversion price per share are $1.20, $1.40, $1.68, $1.51, $2.61, $7.38 and $3.77 for Series A, Series B, Series C, Series C-1, Series C-2, Series D and Series D-1, respectively. As of December 31, 2020, all 8,283,574 shares of Series D-1 were issued upon conversion of convertible notes at a 26% discount to the issuance price, resulting in an increase in carrying value of $11.1 million. The conversion ratio for all series of Preferred Stock is 1:1. The conversion price would be adjusted upon issuance of additional shares of Common Stock (including Common Stock deemed issued by the issuance of options or convertible securities) for consideration less than the applicable conversion price for each series of Preferred Stock, stock splits and combinations, distributions payable on the Common Stock in additional shares of Common Stock, other securities of the Company or other property, merger or reorganization in which the Common Stock is exchanged for securities, cash or other property.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

The Company has the right to redeem up to a third of the originally issued shares of Series A Preferred Stock (including Common Stock resulting from the conversion thereof), at a redemption price equal to the Series A original issue price plus a premium of 75%, 150% or 225% thereon if the redemption occurs in the first year, two years or three years respectively of the issuance date. The redemption right terminates after the third anniversary of the issuance date. In the event of redemption of any shares of Series A Preferred Stock, the conversion rights of the shares designated for redemption will terminate on the last full day preceding the date fixed for redemption if the redemption price is fully paid on the redemption date.

Upon any conversion, no adjustment to the conversion price will be made for any declared but unpaid dividends on the Preferred Stock surrendered for conversion or on the Class A Common Stock delivered upon conversion.

All outstanding shares of Preferred Stock shall be mandatorily converted to shares of Class A Common Stock upon the following: (i) a closing of the sale of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, resulting in at least $275.0 million of proceeds (net of underwriting discounts and commissions), or (ii) at the date and time, or occurrence of an event, specified by vote or written consent of a majority of the then-outstanding Preferred Stock voting together.

Dividend rights

The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall, on a pari passu basis, first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to that dividend per share of Preferred Stock as would equal the product of (i) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (ii) the number of shares of Common Stock issuable upon conversion of a share of the applicable series of Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend; provided that, if the Company declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of Preferred Stock shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest dividend.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Voting rights

On any matter presented to the stockholders of the Company at any meeting of the stockholders, the holders of Preferred Stock are entitled to cast the number of votes equal to the number of shares of Preferred Stock held. Holders of Preferred Stock vote together as a single class with the holders of the Company’s Common Stock.

The holders of Series D and Series D-1 Preferred Stock voting as a separate class shall be entitled to elect one member of the Volta Board. The holders of Series C, Series C-1 and Series C-2 Preferred Stock voting as a separate class shall be entitled to elect one member of the Volta Board. The holders of Series B Preferred Stock voting as a separate class shall be entitled to elect one member of the Volta Board. The holders of Common Stock voting as a separate class shall be entitled to elect two members of the Volta Board.

Liquidation preference

In the event of any liquidation, dissolution or winding up of the Company, or a deemed liquidation event (a merger or consolidation in which the holders of Common Stock and Preferred Stock hold less than 50% of the post-merger entity or a sale of substantially all of the Company’s assets), the holders of Preferred Stock are entitled to receive assets of the Company in preference to any distribution to holders of Common Stock. Assets available for distribution to holders of Preferred Stock are made on a pari passu basis to all series of Preferred Stock. Payment to Preferred Stock holders shall be made according to this order of preference for an amount (liquidation amount) equal to the greater of (i) original issue price per share, plus any dividends declared but unpaid or (ii) an amount per share that would have been payable had all shares of each Preferred Stock series been converted into Common Stock immediately prior to any such event of liquidation. If upon any such event of liquidation, dissolution, or winding up of the Company, the assets of the Company available for distribution are insufficient, the holders of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the number of shares held.

Redemption

The holders of Preferred Stock have no voluntary rights to redeem shares. If a deemed liquidation event occurs and the Company does not effect a dissolution of the Company, the holders of the Preferred Stock have the right to require the Company to redeem the Preferred Stock at the same amount as the liquidation amount. Although the Preferred Stock is not mandatorily or currently redeemable, a deemed liquidation would constitute an event outside the Company’s control in which the Company would be obligated to redeem the Preferred Stock.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 11 - Stockholders’ deficit and stock-based compensation

As of June 30, 2021 and December 31, 2020, the shares of Common Stock authorized, issued and outstanding were as follows:

	Authorized Shares		Issued and Outstanding Shares
December 31, 2020
Class A Common Stock		86,000,000		9,485,479
Class B Common Stock		40,000,000		10,865,932
		126,000,000		20,351,411
June 30, 2021
Class A Common Stock		86,000,000		9,485,479
Class B Common Stock		40,000,000		17,692,588
		126,000,000		27,178,067

Holders of Class A Common Stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company; holders of Class B Common Stock have no voting rights. Holders of Common Stock are entitled to receive dividends whenever funds are legally available and when declared by the Volta Board, subject to the priority rights of holders of all series of Preferred Stock outstanding.

During the six months ended June 30, 2021, options to purchase 976,522 shares of Class B Common Stock were exercised for $1.1 million.

Shares reserved for issuance

The Company had reserved shares of Common Stock for future issuance as of June 30, 2021 and December 31, 2020 as follows:

	June 30, 2021		December 31, 2020
Conversion of Series A Preferred Stock		7,363,856		7,363,856
Conversion of Series B Preferred Stock		11,090,568		11,090,568
Conversion of Series C Preferred Stock		18,581,768		18,581,768
Conversion of Series C-1 Preferred Stock		665,428		665,428
Conversion of Series C-2 Preferred Stock		7,675,798		7,675,798
Conversion of Series D Preferred Stock		13,266,042		9,374,786
Conversion of Series D-1 Preferred Stock		8,283,574		8,283,574
Preferred Stock warrants		156,745		156,745
Common Stock warrants		8,219,254		8,369,254
Stock option plans:
Options and RSAs outstanding		9,759,451		5,197,616
Shares available for grant		697,370		11,785,727
Total		85,759,854		88,545,120

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

2014 Stock Plan

Under the 2014 Equity Incentive Plan (“Volta Option Plan”), employees, officers, directors, and consultants of the Company are able to participate in the Company’s future performance through awards of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock awards and stock appreciation rights at the discretion of management and the Volta Board.

Incentive and non-statutory stock options may be granted with exercise prices not less than 100% of the estimated fair value of the Common Stock on the date of grant, as determined by the Volta Board. Options granted to individuals owning over 10% of the total combined voting power of all classes of stock are exercisable up to five years from the date of grant.

The exercise price of any option granted to a 10% stockholder may not be less than 110% of the estimated fair value of the Common Stock on the date of grant, as determined by the Volta Board. Options granted under the Volta Option Plan expire no later than ten years from the date of grant. Options granted under the Volta Option Plan vest over periods determined by the Volta Board, generally over periods of four years. The Volta Option Plan terminates automatically ten years after the earlier of its adoption by the Volta Board or the approval of the Volta Option Plan by the stockholders.

Subject to Volta Board approval at the grant date, if an option includes an “early exercise” feature, then such option shall be exercisable at any time, but any unvested option shares shall be subject to the Company’s right to repurchase them at the original exercise price in the event that the optionee’s service terminates for any reason. If an option does not permit early exercise, then such an option shall not be exercisable with respect to unvested shares.

As of June 30, 2021, there were options and RSAs outstanding to purchase a total of 112,009 Class A shares of Common Stock and 9,491,886 of Class B shares of Common Stock under the Volta Option Plan. As of June 30, 2021, zero options for Class A Common Stock and 697,370 shares of Class B Common Stock were available for issuance under the Volta Option Plan. Option award activity for employees as of June 30, 2021, is as follows:

	Number of options outstanding			Weighted- average exercise price per share		Weighted- average remaining contractual life (years)		Aggregate intrinsic value
December 31, 2020		14,469,493		$	0.93		8.2	$	30,880,726
Options granted		4,186,892			3.35
Options exercised		(509,918	)		1.70
Options forfeited		(102,408	)		1.76
Options expired		—			—
March 31, 2021		18,044,059		$	2.03		8.4	$	108,589,869
Options granted		1,370,700			7.77
Options exercised		(316,604	)		0.66
Options forfeited		(66,827	)		2.41
Options expired		—			—
June 30, 2021		19,031,328		$	2.88		8.3	$	124,350,693
Options vested and exercisable as of December 31, 2020		1,947,361		$	0.63		7.0	$	4,734,286
Options vested and exercisable as of March 31, 2021		3,486,657		$	1.39		7.9	$	21,218,494
Options vested and exercisable as of June 30, 2021		3,422,783		$	1.46		7.7	$	23,970,041

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

The aggregate intrinsic value of employee options exercised for the three months ended June 30, 2021 and 2020 was $2.5 million and zero, respectively. The aggregate intrinsic value of employee options exercised for the six months ended June 30, 2021 and 2020 was $5.8 million and $4.1 thousand, respectively. The intrinsic value is the difference between the estimated fair value of the Company’s Common Stock at the date of exercise and the exercise price for in-the-money options.

During the six months ended June 30, 2021, the Company granted 5,557,592 options to purchase shares of its Class B Common Stock at a weighted average exercise price of $4.44 per share, pursuant to the Volta Option Plan.

The weighted average grant date fair value of employee options granted for the three months ended June 30, 2021 and 2020 was $5.03 and $0.63 per share, respectively. The weighted-average grant-date fair value of employee options forfeited for the three months ended June 30, 2021 and 2020 was $2.77 and $0.45 per share, respectively. The weighted-average grant-date fair value of options that vested for the three months ended June 30, 2021 and 2020 was $1.17 and $0.63 per share, respectively. The total fair value of options vested for the three months ended June 30, 2021 and 2020 was $0.6 million and $0.3 million, respectively.

The weighted average grant date fair value of employee options granted for the six months ended June 30, 2021 and 2020 was $4.21 and $0.54 per share, respectively. The weighted-average grant-date fair value of employee options forfeited for the six months ended June 30, 2021 and 2020 was $2.02 and $0.91 per share, respectively. The weighted-average grant-date fair value of options that vested for the six months ended June 30, 2021 and 2020 was $1.85 and $0.62 per share, respectively. The total fair value of options vested for the six months ended June 30, 2021 and 2020 was $5.7 million and $0.8 million, respectively.

Stock-based compensation

Stock-based compensation is estimated using the Black-Scholes option pricing model on the date of grant. The fair value of all options is amortized on a ratable basis over the required service periods of the awards, which are generally the vesting periods.

The weighted-average assumptions that were used in calculating such values for the three months ended June 30, 2021 and 2020 and for the six months ended June 30, 2021 and 2020 were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Expected dividend yield		—	%		—	%		—	%		—	%
Risk-free interest rate		1.1	%		0.4	%		0.7	%		1.2	%
Expected volatility		66.1	%		54.2	%		59.7	%		42.1	%
Expected term (in years)		6.1			5.4			5.8			5.9

The Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Therefore, the expected term of options granted is based on the “simplified method” of expected life, described in U.S. Securities and Exchange Commission’s Staff Accounting Bulletin 107, whose acceptance was extended in Staff Accounting Bulletin 110.

The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

As the Company does not have a trading history for its Common Stock prior to the Business Combination (see Note 17 – Subsequent events), the expected stock price volatility for the Company’s Common Stock was estimated by taking the historic stock price volatility for industry peers based on their price observations over a period equivalent to the expected term of the stock option grants. The Company has no history or expectation of paying cash dividends on its Common Stock. As of June 30, 2021 and 2020, the Company had unrecognized employee stock-based compensation expense of $19.5 million and $2.4 million, respectively, related to unvested stock awards not yet recognized, which is expected to be recognized over an estimated weighted-average period of approximately 3.5 and 2.8 years, respectively.

Compensation expense

Compensation expense related to stock-based awards was recorded in selling, general and administrative in the consolidated statements of operations and comprehensive loss for $1.3 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively, and $46.8 million and $0.5 million for the six months ended June 30, 2021, respectively.

Partial recourse promissory notes

As of June 30, 2021 and December 31, 2020, the Company had $18.7 million and $10.4 million, respectively of promissory notes outstanding from employees, issued for 1,036,124 restricted stock purchases of Class A Common Stock, for both years, and the exercise of 11,147,195 shares of stock options exercisable for Class B Common Stock in both years. As of June 30, 2021 and December 31, 2020, the Company had $9.0 million and $0.7 million tax paid on employees’ behalf for the awards subject to 83(b) elections which were paid through payroll by the Company in note receivable - employee on the consolidated balance sheets. The promissory notes for the exercise of stock options represent the aggregate exercise price of the options and carry interest rates of 3.25% and 2.26%, respectively, and the principal and interest are due upon the earlier of: (i) the tenth anniversary of the note’s issuance, or (ii) the date of a change of control. The promissory notes for the restricted stock awards represent the aggregate purchase price of the awards and carry interest rates of 2.30% with interest due and payable annually and the principal due upon the earlier of: (i) the tenth anniversary of the note’s issuance, or (ii) the date of a change of control. The promissory notes issued for the taxes paid on behalf of employees relating to restricted stock awards granted during the quarter ended June 30, 2020 represent the amount of taxes paid and carry interest at a rate pf 3.25% per annum compounded annually and the principal and interest are due upon the earlier of: (i) the fourth anniversary of the note’s issuance, or (ii) a termination of employment; or (iii) the date of a change of control. All promissory notes issued are collateralized by the shares issued in exchange for the note and were considered to be partial recourse as they may be surrendered at the then fair market value of a share of Common Stock as determined by the Volta Board. The remainder up to 50% for some notes, or 37.5% for others, of the value of the original principal of the notes is collateralized by the assets of the borrowers. The amount payable is not limited to the fair value of the shares at the time of default or maturity. As such, the shares are not considered exercised for accounting purposes and the shares issued are not reflected as outstanding in the consolidated financial statements until the notes are repaid and the underlying stock options have vested.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 12 - Net loss per share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. For stock options that were exercised by employees issuing promissory notes to the Company, the shares of Common Stock issued under such exercises are not included in the calculation of basic net loss per share until the underlying promissory notes are fully paid or forgiven.

Diluted net loss per share is computed in a similar manner, but it also includes the effect of potential common shares outstanding during the period, when dilutive. Potential common shares include outstanding stock options, convertible Preferred Stock, warrants for Common Stock and warrants for Preferred Stock. The dilutive effect of potentially dilutive common shares is reflected in diluted net loss per share by application of the treasury stock method for stock options and warrants, and by application of the if-converted method for the Preferred Stock. Deposits received for the repayment of the promissory notes for the exercise of stock options are considered in the calculation of diluted net loss per share, in the event the effect is dilutive. To the extent these potential common shares are antidilutive, they are excluded from the calculation of diluted net loss per share.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

The following table presents the computation of basic and diluted net loss per share for the periods presented:

	Three Months Ended June 30,												Six Months Ended June 30,
	2021						2020						2021						2020
	Class A Common			Class B Common			Class A Common			Class B Common			Class A Common			Class B Common			Class A Common			Class B Common
Numerator:
Net loss	$	(8,466,666	)	$	(12,119,063	)	$	(9,870,349	)	$	(2,009,737	)	$	(38,664,100	)	$	(47,196,324	)	$	(20,781,989	)	$	(4,225,794	)
Denominator:
Basic shares:
Weighted-average common shares, basic		6,373,206			9,122,514			6,373,206			1,297,671			6,373,206			7,779,617			6,373,206			1,295,923
Diluted shares:
Weighted-average common shares, diluted		6,373,206			9,122,514			6,373,206			1,297,671			6,373,206			7,779,617			6,373,206			1,295,923
Net loss per share attributable to common stockholders:
Basic	$	(1.33	)	$	(1.33	)	$	(1.55	)	$	(1.55	)	$	(6.07	)	$	(6.07	)	$	(3.26	)	$	(3.26	)
Diluted	$	(1.33	)	$	(1.33	)	$	(1.55	)	$	(1.55	)	$	(6.07	)	$	(6.07	)	$	(3.26	)	$	(3.26	)

The following weighted average shares of the potentially dilutive outstanding securities for the three months ended and six months ended June 30, 2021 were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive given the net loss attributable to common shares. Therefore, the diluted net loss per share are the same as the basic net loss per share for the periods presented.

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Anti-dilutive securities
Outstanding stock options - stock plan		9,603,895		12,646,221		9,603,895		12,646,221
Non plan option grants		155,556		—		155,556		—
Convertible Preferred Stock		66,927,034		66,927,034		66,927,034		66,927,034
Warrants for Common Stock		8,219,254		8,219,254		8,219,254		8,219,254
Warrants for Preferred Stock		156,745		156,745		156,745		156,745
Options and RSAs exercised under notes receivables		11,327,631		3,201,729		11,327,631		3,201,729
Total anti-dilutive securities		96,390,115		91,150,983		96,390,115		91,150,983

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 13 - Leases

The Company is a lessee in several noncancellable operating leases, primarily for office space and the use of spaces for the installation of its electric vehicle charging stations (“site leases”). These leases generally have an initial term ranging from five to ten years, with the option to extend the lease for one to five years. In connection with the leases, the Company had asset retirement obligations for the restoration of lease sites of $1.0 million and $0.8 million as of June 30, 2021 and December 31, 2020, respectively, in other non-current liabilities within the consolidated balance sheets.

Supplemental information related to leases within the consolidated balance sheets is as follows:

	June 30, 2021			December 31, 2020
Other operating leases information
Weighted-average remaining lease term (years)		7.7			7.9
Weighted-average discount rate		13.4	%		13.8	%

The Company received COVID-19 related rent concessions indicating that (i) the Company was not obligated to pay rent, or the entirety of the contractual rent, or (ii) the Company received interest-free rent deferrals for the period affected by lockdown measures. The amount of such concessions recognized as negative variable lease cost for the three months and six months ended June 30, 2020 was $0.1 million and $0.1 million, respectively. There were no such concessions recognized as negative variable lease cost for the three months or six months ended June 30, 2021. The following lease costs were recognized in other operating (income) expenses within the consolidated statements of operations and comprehensive loss:

	Three Months Ended June 30,					Six Months Ended June 30,
	2021		2020			2021		2020
Operating lease costs
Fixed lease cost	$	2,806,857	$	1,654,602		$	5,442,923	$	3,192,685
Variable lease cost		129,153		(59,970	)		197,647		(35,364	)
Total operating lease costs	$	2,936,010	$	1,594,632		$	5,640,570	$	3,157,321

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Supplemental cash flow information related to leases is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	2,390,864	$	1,352,324	$	4,446,945	$	2,661,999
ROU assets obtained in exchange for lease obligations
ROU assets obtained in exchange for operating lease liabilities	$	2,544,473	$	2,471,421	$	7,266,255	$	4,734,048

Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.

Maturities of lease liabilities as of June 30, 2021 are as follows:

Fiscal Year	Operating Leases
Remainder of 2021	$	5,754,128
2022		10,865,604
2023		11,185,659
2024		10,648,943
2025		9,788,001
Thereafter		32,678,604
Total undiscounted lease payments		80,920,939
Less imputed interest		(30,283,127	)
Total lease liabilities	$	50,637,812

As of June 30, 2021, there are no material leases that are legally binding but have not yet commenced.

Note 14 – Commitments and Contingencies

Contingencies

From time to time, the Company may become involved in claims and other legal matters, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these ongoing legal matters, individually and in aggregate, will have a material adverse effect on the Company’s consolidated financial statements.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

As of June 30, 2021 and December 31, 2020, the Company had $0.6 million in accrued expenses and other current liabilities on the consolidated balance sheets for invoices totaling $1.4 million. In good faith, the Company disputed invoices for work performed in 2019. There are various disagreements between the Company and the vendor regarding these invoices. The Company disputes the underlying basis for these amounts and notified the vendor during the year ended December 31, 2020 of the Company’s intent not to pay.

Employee benefit plan

The Company has a 401(K) defined contribution savings plan that covers substantially all of its employees. The Company contributes a matching contribution of up to 4% of the employee’s contribution under applicable safe harbor rules. Employee contribution is also limited by annual maximum amount determined by the Internal Revenue Service. The Company made contributions of $0.2 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.5 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively.

Note 15 – Income taxes

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year in accordance with ASC 740-270. There is no provision for income taxes because the Company has incurred operating losses since inception and has projected losses for the current year. The Company’s effective income tax rate was 0% for the three months ended June 30, 2021 and 2020 and for the six months ended June 30, 2021 and 2020, and the realization of any deferred tax assets does not satisfy the “is not more likely than not” threshold.

Note 16 – Related party transactions

The Company received consulting services from 2Predict, Inc., a firm where a Volta officer is co-founder and CEO, and recognized consulting service expenses of $0.2 million and $0.3 million for the three and six months ended June 30, 2020, respectively, in selling, general and administrative in the consolidated statements of operations and comprehensive loss. As of December 31, 2020, the Company maintained a balance of $0.1 million in accounts payable - due to related party for the consulting services received. As of June 30, 2021 the Company had no balance in accounts payable - due to related party for consulting services received.

The Company issued a total of $9.5 million in convertible notes for the six months ended June 30, 2020, of which $6.5 million was issued to Activate Capital Partners, LP, an entity where a Volta Board member is partner and co-founder, Virgo Hermes, LLC, an entity where a Volta Board member is a partner, and Energize Ventures, LLC. From June 30, 2020 through December 31, 2020, the Company issued a total of $20.7 million in convertible notes (see Note 8 – Debt facilities), of which $3.3 million was issued to Virgo Hermes LLC, Activate Capital Partners, LP, Bauer Family Investments, an entity where the President is a managing member, and the CFO. As of December 31, 2020, the total $9.8 million convertible notes issued to related parties had been converted into 2,721,956 shares of Series D-1 Preferred Stock at a conversion price of $3.77 per share for total proceeds of $10.3 million. These shares were issued, collectively, to Activate Capital Partners, LP, Virgo Hermes, LLC, and Energize Ventures, LLC, the CFO, and Bauer Family Investments.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

From June 30, 2020 through December 31, 2020, the Company issued 9,374,786 shares of Series D Preferred Stock, of which 169,485 shares were to 19York Ventures, which is an entity founded by a Volta Board member, Activate Capital Partners, LP and Energize Ventures, LLC at $7.38 per share for total proceeds of $1.3 million. As of June 30, 2021, the Company issued 3,891,256 shares of Series D Preferred Stock (see Note 10 – Redeemable convertible preferred stock), of which 2,032,271 shares were to 19York Ventures and Energize Ventures, LLC at $7.38 per share for total proceeds of $15.0 million.

During the six months ended June 30, 2020 and as of December 31, 2020, in connection with Series D issuance (see Note 9 – Warrants), the Company issued 381,679 Class B Common Stock warrants for a total value of $0.3 million to Energize Ventures, LLC and 150,000 Class B Common Stock warrants for a total value of $0.5 million to Activate Capital Partners, LP for the consulting services provided during the fundraising.

All of the principal related to partial recourse promissory notes issued by the Company as of December 31, 2020 was used to exercise options for 9,271,877 shares of the Company’s Common Stock. The aggregate principal amount of promissory notes includes $9.0 million and $0.7 million for taxes relating to 83(b) elections paid on the employees’ behalf and was recognized as notes receivable - employee on the consolidated balance sheet as of June 30, 2021 and December 31, 2020, respectively (see Note 11 - Stockholders’ deficit and stock-based compensation).

As of the six months ended June 30, 2021, the Company entered into promissory note agreements with related parties where the Company loaned $8.3 million at an interest rate of 3.25%. The entire unpaid principal and interest balances on the total amount of the notes are due in February 2025, and 3,407,015 shares of issued and outstanding Class B Common Stock are pledged as collateral by the related parties for these promissory notes. The Company recognized $0.4 million for the portion of the partial recourse promissory note issued in December 2016 corresponding to the unsold shares of Class B Common Stock in notes receivable – employee on the consolidated balance sheets.

For the six months ended June 30, 2021, the Company issued 6,826,656 shares of Class B Common Stock, which includes 5,700,000 shares of restricted stock awards that were issued to the CEO and President and became fully vested upon issuance.

During the six months ended June 30, 2021, Activate Capital Partners, LP exercised 150,000 shares of its Class B Common Stock Warrants at an exercise price of $0.01 per share for a total amount of $1.5 thousand.

Volta Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 17 – Subsequent events

The Company has evaluated events subsequent to June 30, 2021 and through the issuance date of September 1, 2021. The following events occurring subsequent to the balance sheet date merited recognition or disclosure in these statements.

Debra Crow, a prior executive officer of Legacy Volta was terminated on July 31, 2021. Upon termination, Debra had 9.5 years during which she could exercise her 140,000 Class B Common Stock options granted on January 22, 2021. Additionally, the Partial Recourse Promissory Notes which had been issued in exchange for the exercise of Class A and Class B Common Stock Options in December 2020 for $1.0 million in principal plus accrued interest have an extended maturity date to December 6, 2021 as opposed to the original maturity upon termination of employment.

Pursuant to the merger agreement described in Note 1 – Description of Business, on August 26, 2021, the Company was merged with and into a subsidiary of TortoiseCorp II, and became a wholly-owned subsidiary of TortoiseCorp II. TortoiseCorp II changed its name to Volta Inc., and the subsidiary changed its name to Volta Charging Industries, LLC (“Successor Volta”). Immediately following the consummation of the transaction, the post-combination company changed its name to Volta Inc. and began to trade on the NYSE under the ticker symbol “VLTA” on August 27, 2021. The Company and any of its subsidiaries are the surviving company listed on the NYSE.

Prior to the Business Combination, the entire unpaid principal balance, together with the accrued and unpaid interest thereon, of all partial recourse promissory notes issued to executive officers (see Note 16 – Related party transactions) were settled through the issuance of Class A and B Common Stock which were pledged as collateral under the promissory notes agreements. Immediately prior to the Business Combination, all outstanding shares of the Company’s Preferred Stock and Class B Common Stock were converted into the right to receive 102,924,491 shares of Class A Common Stock of the combined company and the Company’s Class A Common Stock was converted into the right to receive 9,887,185 shares of Class B Common Stock of the combined company. Upon the Closing of the Business Combination in Q3 of 2021, a total of 161,714,389 shares of Common Stock of the combined company will be outstanding, comprised of 9,887,185 shares of Class B Common Stock and 151,827,204 shares of Class A Common Stock, including the other outstanding shares of Class A Common Stock of TortoiseCorp II prior to the Business Combination and issued in connection with the concurrent private placement which closed with the Business Combination. The post-combination Company’s Class A Common Stock began trading on the NYSE in Q3 2021 under the symbol “VLTA”.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (“Form 8-K”) and, if not defined in the Form 8-K, in the Proxy Statement/Prospectus, which is incorporated by reference.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786, and presents the combination of the historical financial information of Volta Inc. (f/k/a Tortoise Acquisition Corp. II) (“Volta”) and Volta Industries, Inc. (“Legacy Volta”) adjusted to give effect to the Business Combination, PIPE Financing, and related adjustments described in the accompanying notes.

Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Volta has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines the historical unaudited condensed balance sheet of Volta as of June 30, 2021 and the historical unaudited condensed consolidated balance sheet of Legacy Volta as of June 30, 2021 on a pro forma basis as if the Business Combination had been consummated on June 30, 2021. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 combines the historical unaudited condensed statement of operations of Volta for the six months ended June 30, 2021 and the historical unaudited condensed consolidated statement of operations of Legacy Volta for the six months ended June 30, 2021. The unaudited pro forma condensed combined statement of operations for the period ended December 31, 2020 combines the historical audited statement of operations of Volta for the period from July 24, 2020 (inception) through December 31, 2020 (as restated) and the historical audited consolidated statement of operations of Legacy Volta for the year ended December 31, 2020 on a pro forma basis as if the Business Combination had been consummated on January 1, 2020, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations.

The pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of Volta was derived from the unaudited financial statements of Volta as of and for the six months ended June 30, 2021 filed on the Form 10-Q with the Commission on August 13, 2021 and incorporated by reference and the audited financial statements of Volta as of and for the year ended December 31, 2020 included in the Volta’s Annual Report filed on the Form 10-K/A with the Commission on May 6, 2021 and incorporated by reference. The historical financial information of Legacy Volta was derived from the unaudited condensed consolidated financial statements of Legacy Volta as of and for the six months ended June 30, 2021 included elsewhere in the Form 8-K or included the Proxy Statement/Prospectus and incorporated by reference and the audited consolidated financial statements of Legacy Volta as of and for the year ended December 31, 2020. The unaudited pro forma condensed combined financial statements have been developed from other information relating to Volta and Legacy Volta included in the Form 8-K and incorporated by reference, including the Business Combination Agreement and the description of certain terms thereof set forth under the section entitled “The Business Combination.”

The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volta,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Volta” and other financial information included elsewhere in the Form 8-K or included in the Proxy Statement/Prospectus and incorporated by reference.

Additionally, as further described in Note 4 – “Acquisitions” in Legacy Volta’s historical condensed interim financial statements included elsewhere in the Form 8-K, Legacy Volta completed the acquisition of 2Predict, Inc. (“2Predict”) on April 21, 2021. The acquisition of 2Predict was deemed not material. As such, the unaudited pro forma combined balance sheet as of June 30, 2021 and the unaudited pro forma combined statements of operations for the year ended December 31, 2020 and for the six months ended June 30, 2021 were not adjusted to give pro forma effect to the Business Combination between Legacy Volta and 2Predict. The acquisition of 2Predict, however, is reflected within the balance sheet of Volta as of June 30, 2021.

Introduction

On August 26, 2021, as a result of the previously announced Business Combination Agreement dated February 7, 2021, First Merger Sub and Second Merger Sub, each a newly formed subsidiary of Volta, merged with and into Legacy Volta (the “Business Combination”). On the same day, the separate corporate existence of both First Merger Sub and Legacy Volta ceased, the Second Merger Sub (renamed “Volta Charging Industries Inc.”) survived and became a wholly-owned subsidiary of Volta. As a result of the Business Combination, security holders of Volta continued as security holders and former security holders of Legacy Volta became security holders of Volta. After the completion of the Transactions, Volta Class A Common Stock and Volta Public Warrants began trading on the NYSE under the symbols “VLTA” and “VLTA WS,” respectively.

Prior to completion of the Business Combination, Volta was a blank check company whose purpose was to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar transaction with one or more businesses or entities. Volta was incorporated on July 24, 2020 as a Cayman Islands exempted company. On September 15, 2020, Volta consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $345.0 million. Each Unit consisted of one Class A Ordinary Share and one-fourth of one Public Warrant, for a total of 8,625,000 Public Warrants. Simultaneously with the Initial Public Offering, Volta completed the sale of 5,933,333 Private Warrants at a price of $1.50 per warrant in a private placement to Tortoise Borrower, generating gross proceeds of $8.9 million. Each whole Public Warrant and Private Warrant entitled the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. Volta also issued a total of 8,625,000 Class B Ordinary Shares (“Founder Shares”) in exchange for the payment of $25,000 of expenses by the Sponsor.

Upon the closing of the Initial Public Offering and the sale of the Private Warrants, $345.0 million ($10.00 per Unit) of the net proceeds was placed in the Trust Account, with Continental Stock Transfer & Trust Company acting as trustee, and was available to be invested in U.S. “government securities;” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting certain conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invests only in direct U.S. government treasury obligations, as determined by Volta, until the earlier of: (a) the completion of an Initial Business Combination and (b) the distribution of the Trust Account. As of June 30, 2021, there was $345.02 million held in the Trust Account. Volta has 24 months from the closing of the Initial Public Offering (by September 15, 2022), or 27 months from the closing of the Initial Public Offering (by December 15, 2022) if it has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering, but has not completed an Initial Business Combination within such 24-month period to complete an Initial Business Combination, which would include the Business Combination.

Legacy Volta, formed in Hawaii in 2010 and incorporated in Delaware on December 15, 2014, is headquartered in San Francisco, California. Legacy Volta is a holding company for its wholly-owned subsidiaries which are domiciled in California, Canada and Europe. Legacy Volta operates a managed network of charging stations for electric vehicles across the United States. Legacy Volta’s vision is to create EV charging networks that capitalize on and catalyze the shift from combustion-powered miles to electric miles by placing stations where drivers go, work, and shop. Legacy Volta’s revenue is derived by selling content on the charging network, monetizing the utilization of the stations, and selling, installing and maintaining charging stations.

The following pro forma condensed combined financial statements presented herein reflect the actual redemption of 24,222,287 shares of Class A Common Stock by Volta’s stockholders in conjunction with the stockholder vote on the Business Combination at a meeting held on August 31, 2021.

Description of the Business Combination

Upon the consummation of the Business Combination, Historical Rollover Shareholders received (or have the right to receive) shares of Volta Common Stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio of 1.2135, obtained by dividing (a) 130,000,000 by (b) the aggregate amount of Legacy Volta Outstanding shares prior to the Business Combination. The amount of Legacy Volta Outstanding Shares, comprised of the total number of shares of Legacy Volta Common Stock outstanding immediately prior to the Business Combination, expressed on a fully-diluted and as-converted to Legacy Volta Common Stock basis, was 107,125,122 shares. Accordingly, 102,924,491 and 9,887,185 shares of Volta Class A Common Stock and Volta Class B Common Stock, respectively, were issued and outstanding immediately after the consummation of the Business Combination. Furthermore, 36,425,551 and 135,923 shares of Volta Class A Common Stock and Volta Class B Common Stock, respectively, were reserved for the potential future issuance upon the exercise of Volta Options and Volta Warrants. An additional 10,500,000 shares of Volta Class B Common Stock were reserved for issuance upon the settlement of certain restricted stock units to be issued pursuant to Legacy Volta’s 2021 Founder Incentive Plan.

Each share of Legacy Volta Preferred Stock was converted into approximately 1.2135 shares of Class A common stock of Volta assuming the stock price of $10.00 per share, each share of Legacy Volta Class B Common Stock was converted into approximately 1.2135 shares of Class A common stock of Volta, assuming the stock price of $10.00 per share and each share of Legacy Volta Class A Common Stock was converted into approximately 1.2135 shares of Class B common stock of Volta, assuming the stock price of $10.00 per share based on the determined exchange ratio.

In addition, in connection with the Business Combination, Volta proposed and approved three incentive plans, the 2021 Plan, the Founder Plan, and the ESPP, which became effective upon closing of the Business Combination, in place of the existing Legacy Volta Option Plan. The purpose of the 2021 Plan and the Founder Plan is to provide eligible employees, directors, consultants and the founders the opportunity to receive stock-based incentive awards in order to encourage them to contribute materially to Volta’s growth and to align the economic interests of such persons with those of its stockholders. The purpose of the ESPP Plan is to allow eligible employees or eligible service providers the right to purchase shares of Volta Class A Common Stock through payroll deductions to further incentivize them to contribute to Volta’s growth and to align the economic interest of such persons or service providers with those of its stockholders. The financial impact of the 2021 Plan, the Founder Plan, and the ESPP has not been included in the unaudited pro forma condensed combined financial statement as it cannot be reliably estimated at this stage. See a description of the plans included in the Form 8-K in the section titled “Proposal No. 6 — The 2021 Plan Proposal”, “Proposal No. 7 — The Founder Plan Proposal”, and “Proposal No. 8 — The ESPP Proposal”, which is incorporated herein by reference. The full text of the 2021 Plan, Founder Plan, and ESPP can be found as Exhibit 10.7, 10.8, and 10.9 respectively. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination”.

The following summarizes the pro forma shares of Volta Common Stock outstanding at the closing of the Business Combination, excluding the potential dilutive effect of the exercise of Volta Warrants:

	Pro Forma Combined
Volta Class A Common Stock	Shares Outstanding		%
Legacy Volta stockholders ⁽¹⁾		102,924,491		63.6	%
Volta Class A stockholders		10,277,713		6.4	%
Volta Class B stockholders		8,625,000		5.3	%
Shares issued to PIPE Investors		30,000,000		18.6	%
Volta Class A Common Stock		151,827,204		93.9	%
Volta Class B Common Stock
Legacy Volta Historical Rollover Stockholders⁽²⁾		9,887,185		6.1	%
Total Shares of Volta Class A Common Stock & Volta Class B Common Stock Outstanding At Closing		161,714,389		100	%

⁽¹⁾

Includes Legacy stockholders of Legacy Volta Class B Common Stock and Legacy Volta Preferred Stock (on an as-converted basis).

⁽²⁾

Includes Legacy stockholders of Legacy Volta Class A Common Stock (on an as-converted basis).

Basis for Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786. The unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020, are based on the historical financial statements of Volta (as restated) and Legacy Volta.

The adjustments in the unaudited pro forma condensed combined financial information are based on information currently available and have been identified and presented to provide relevant information in accordance with GAAP necessary for an illustrative understanding of Volta upon consummation of the Business Combination. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Volta following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Volta and Legacy Volta have not had any historical relationship prior to the transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 30, 2021

(In U.S. dollars, except share data)

	Legacy Volta (Historical)			Legacy Volta Pro Forma Adjustments		Legacy Volta As Adjusted			Volta (Historical)			Reclassification Adjustments				Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets
Cash	$	24,030,717		$	—	$	24,030,717		$	207,310		$	—			$	344,940,584		(A)	$	369,178,611
Accounts receivable, net of allowance		8,183,388			—		8,183,388			—			—				—				8,183,388
Inventory		5,000,262			—		5,000,262			—			—				—				5,000,262
Prepaid partnership costs - current		9,241,541			—		9,241,541			—			—				—				9,241,541
Prepaid expenses and other current assets		8,188,495			—		8,188,495			—			361,499		(C)		(6,426,808	)	(G)		2,123,186
Prepaid expenses		—			—		—			361,499			(361,499	)	(C)		—				—
Total current assets		54,644,403			—		54,644,403			568,809			—				338,513,776				393,726,988

Operating lease right-of-use asset, net		55,087,067			—		55,087,067			—			—				—				55,087,067
Property and equipment, net		61,188,136			—		61,188,136			—			—				—				61,188,136
Notes Receivable - employee		9,358,913			—		9,358,913			—			—				(9,262,693	)	(I)		96,220
Other non-current assets		318,840			—		318,840			—			—				—				318,840
Prepaid partnership costs - non-current		368,878			—		368,878			—			—				—				368,878
Intangibles assets, net		1,046,575			—		1,046,575			—			—				—				1,046,575
Goodwill		221,090			—		221,090			—			—				—				221,090
Cash held in Trust Account		—			—		—			345,016,637			—				(345,016,637	)	(B)		—
Total assets		182,233,902			—		182,233,902			345,585,446			—				(15,765,554	)			512,053,795

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable		20,867,142			—		20,867,142			3,327,306			—				(3,234,925	)	(G)		20,959,523
Note payable - related party		—			—		—			600,000			—				(600,000	)	(H)		—
Accounts payable - due to related party		—			—		—			—			—				—				—
Accrued expenses and other current liabilities		13,918,456			—		13,918,456			—			900,000		(C)		(900,000	)	(G)		13,918,456
Operating lease liability - current portion		8,465,597			—		8,465,597			—			—				—				8,465,597
Deferred revenue		7,223,840			—		7,223,840			—			—				—				7,223,840
Term loans payable - current		19,526,633			—		19,526,633			—			—				—				19,526,633
Accrued expenses		—			—		—			900,000			(900,000	)	(C)		—				—
Total current liabilities		70,001,668			—		70,001,668			4,827,306			—				(4,734,925	)			70,094,049

Term loans payable, net of unamortized debt issuance costs and current term loan payable		31,660,519			—		31,660,519			—			—				—				31,660,519
Operating lease liability - non-current portion		42,172,215			—		42,172,215			—			—				—				42,172,215
Other non-current liabilities		6,924,027			—		6,924,027			—			—				—				6,924,027
Deferred legal fees		—			—		—			150,000			—				(150,000	)	(E)		—
Deferred underwriting commissions		—			—		—			12,075,000			—				(12,075,000	)	(D)		—
Derivative warrant liabilities		—			—		—			31,591,580			—				—				31,591,580
Total liabilities		150,758,429			—		150,758,429			48,643,886			—				(16,959,925	)			182,442,390

Volta Class A Ordinary Shares subject to possible redemption at $10.00 per share		—			—		—			291,941,550			—				(291,941,550	)	(F)		—
Legacy Volta Redeemable convertible Preferred Stock		210,029,724			—		210,029,724			—			—				(210,029,724	)	(F)		—

STOCKHOLDERS’ EQUITY (DEFICIT)
Volta Class A Ordinary Shares, $0.0001 par value		—			—		—			531			—				(531	)	(F)		—
Volta Class B Ordinary Shares, $0.0001 par value		—			—		—			863			—				(863	)	(F)		—
Volta Class A Common Stock		—			—		—			—			—				15,182		(F)		15,182
Volta Class B Common Stock		—			—		—			—			—				989		(F)		989
Legacy Volta Common Stock		3,000			—		3,000			—			—				(3,000	)	(F)		—
Additional paid-in capital		62,340,384			—		62,340,384			24,916,625			—				485,552,079		(F)		572,809,088
Accumulated deficit		(240,897,635	)		—		(240,897,635	)		—			—				(2,316,220	)	(F),(G)		(243,213,855	)
Retained earnings (accumulated deficit)		—			—		—			(19,918,009	)		—				19,918,009		(F)		—
Total stockholders’ equity (deficit)		(178,554,251	)		—		(178,554,251	)		5,000,010			—				503,165,645				329,611,404
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	182,233,902		$	—	$	182,233,902		$	345,585,446		$	—			$	(15,765,554	)		$	512,053,794

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the six months ended June 30, 2021

(In U.S. dollars, except share and per share data)

	Legacy Volta Six Months Ended June 30, 2021 (Historical)			Legacy Volta Pro Forma Adjustments		Legacy Volta As Adjusted			Volta Six Months Ended June 30, 2021 (Historical)			Reclassification Adjustments				Transaction Accounting Adjustments				Pro Forma Combined
REVENUES
Service revenue	$	11,056,516		$	—	$	11,056,516		$	—		$	—			$	—			$	11,056,516
Product revenue		299,037			—		299,037			—			—				—				299,037
Other revenue		327,000			—		327,000			—			—				—				327,000
Total revenues		11,682,553			—		11,682,553			—			—				—				11,682,553

COSTS AND EXPENSES
Costs of services (exclusive of depreciation and amortization shown below)		9,740,451			—		9,740,451			—			—				—				9,740,451
Costs of products (exclusive of depreciation and amortization shown below)		456,946			—		456,946			—			—				—				456,946
General and administrative expenses		—			—		—			5,431,804			(5,431,804	)	(AA)		—				—
Administrative expenses - related party		—			—		—			60,000			(60,000	)	(AA)		—				—
Selling, general and administrative		78,208,695			—		78,208,695			—			5,491,804		(AA)		—				83,700,499
Depreciation and amortization		4,696,068			—		4,696,068			—			—				—				4,696,068
Other operating expenses		923,542			—		923,542			—			—				—				923,542
Total costs and expenses		94,025,702			—		94,025,702			5,491,804			—				—				99,517,506
Loss from operations		(82,343,149	)		—		(82,343,149	)		(5,491,804	)		—				—				(87,834,953	)

OTHER EXPENSES
Interest expenses, net		3,332,601			—		3,332,601			—			—				—				3,332,601
Other expenses, net		160,844			—		160,844			—			—				—				160,844
Change in fair value of derivative warrant liabilities		—			—		—			(13,600,570	)		—				—				(13,600,570	)
Net gain from investments held in Trust Account		—			—		—			(16,637	)		—				16,637		(BB)		—
Total other expenses		3,493,445			—		3,493,445			(13,617,207	)		—				16,637				(10,107,125	)
INCOME (LOSS) BEFORE INCOME TAXES		(85,836,594	)		—		(85,836,594	)		8,125,403			—				(16,637	)			(77,727,828	)

Income tax expenses		23,830			—		23,830			—			—				—				23,830
NET INCOME (LOSS)	$	(85,860,424	)	$	—	$	(85,860,424	)	$	8,125,403		$	—			$	(16,637	)		$	(77,751,658	)

EARNINGS PER SHARE⁽¹⁾
Weighted-average Class A Common Stock outstanding, basic and diluted		6,373,206								34,500,000											151,827,204
Net loss per Class A Common Stock, basic and diluted	$	(6.07	)						$	—										$	(0.48	)
Weighted-average Class B Common Stock outstanding, basic and diluted		7,779,617								8,625,000											9,887,185
Net loss per Class B Common Stock, basic and diluted	$	(6.07	)						$	0.94										$	(0.48	)

⁽¹⁾

For more information on Legacy Volta Earnings Per Share and Volta Earnings Per Share, see Legacy Volta’s historical unaudited condensed consolidated financial statements for the six-months ended June 30, 2021 and the related notes thereto contained elsewhere in the Form 8-K and Volta’s historical unaudited condensed financial statements for the six-months ended June 30, 2021 and the related notes thereto incorporated by reference, respectively.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the period ended December 31, 2020

(In U.S. dollars, except share and per share data)

	Legacy Volta Year Ended December 31, 2020 (Historical)			Legacy Volta Pro Forma Adjustments		Legacy Volta As Adjusted			Volta for the period from July 24, 2020 (inception) through December 31, 2020 (As restated)			Reclassification Adjustments				Transaction Accounting Adjustments				Pro Forma Combined
REVENUES
Service revenue	$	15,719,852		$	—	$	15,719,852		$	—		$	—				—			$	15,719,852
Product revenue		2,891,854			—		2,891,854			—			—				—				2,891,854
Other revenue		838,719			—		838,719			—			—				—				838,719
Total revenues		19,450,425					19,450,425			—			—				—				19,450,425

COSTS AND EXPENSES
Costs of services (exclusive of depreciation and amortization shown below)		17,386,477			—		17,386,477			—			—				—				17,386,477
Costs of products (exclusive of depreciation and amortization shown below)		4,450,224			—		4,450,224			—			—				—				4,450,224
General and administrative expenses		—			—		—			326,955			(326,955	)	(AA)		—				—
Administrative expenses - related party		—			—		—			36,667			(36,667	)	(AA)		—				—
Selling, general and administrative		44,079,959			—		44,079,959			—			363,622		(AA)		2,316,220		(CC)		46,759,801
Depreciation and amortization		6,468,791			—		6,468,791			—			—				—				6,468,791
Other operating expenses		16,079			—		16,079			—			—				—				16,079
Total costs and expenses		72,401,530			—		72,401,530			363,622			—				2,316,220				75,081,372
Loss from operations		(52,951,105	)		—		(52,951,105	)		(363,622	)		—				(2,316,220	)			(55,630,947	)

OTHER EXPENSES
Interest expenses, net		18,360,506			—		18,360,506			—			—				—				18,360,506
Other expenses, net		998,170			—		998,170			—			611,620		(AA)		—				1,609,790
Change in fair value of derivative warrant liabilities		—			—		—			27,068,170			—				—				27,068,170
Financing costs		—			—		—			611,620			(611,620	)	(AA)		—				—
Total other expenses		19,358,676			—		19,358,676			27,679,790			—				—				47,038,466
LOSS BEFORE INCOME TAXES		(72,309,781	)		—		(72,309,781	)		(28,043,412	)		—				(2,316,220	)			(102,669,413	)

Income tax expenses		9,096			—		9,096			—			—				—				9,096
NET LOSS	$	(72,318,877	)	$	—	$	(72,318,877	)	$	(28,043,412	)	$	—			$	(2,316,220	)		$	(102,678,509	)

EARNINGS PER SHARE⁽²⁾
Weighted-average Class A Common Stock outstanding, basic and diluted		6,373,206								34,500,000											174,365,276
Net loss per Class A Common Stock, basic and diluted	$	(9.39	)						$	—										$	(0.55	)
Weighted-average Class B Common Stock outstanding, basic and diluted		1,332,295								8,625,000											11,431,899
Net loss per Class B Common Stock, basic and diluted	$	(9.39	)						$	(3.25	)									$	(0.55	)

⁽²⁾

For more information on Legacy Volta Earnings Per Share and Volta Earnings Per Share, see Legacy Volta’s historical audited consolidated financial statements for the year ended December 31, 2020 and the related notes thereto contained elsewhere in the Form 8-K and Volta’s audited financial statements for the year ended December 31, 2020 and the related notes thereto incorporated by reference, respectively.

Note 1 - Basis of Presentation

The pro forma adjustments have been prepared as if the Business Combination (including, for the avoidance of doubt, the Conversion and the Domestication) had been consummated on June 30, 2021 in the case of the unaudited pro forma condensed combined balance sheet and on January 1, 2020, the beginning of the earliest period presented, in the case of the unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined financial information has been prepared assuming the following methods of accounting in accordance with U.S. GAAP.

Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Volta is treated as the “acquired” company and Legacy Volta is treated as the acquirer for financial statement reporting purposes. Legacy Volta has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:

●

Legacy Volta’s existing stockholders hold the majority of the ownership and voting rights. The relative voting rights is equivalent to equity ownership (each share of Volta Class A Common Stock has one vote per share), except for Volta Class B Common Stock, which carry ten votes per share. Volta shareholders (IPO investors, founders, and PIPE investors) hold 19.5% voting interest compared to Legacy Volta’s 80.5% voting interest.

●

The Volta Board is composed of eight directors, with former Legacy Volta stockholders having the ability to elect or appoint a majority of the directors.

●

Legacy Volta’s senior management are the majority of the senior management of Volta.

●

The combined company has assumed the Legacy Volta name.

Accordingly, for accounting purposes, the financial statements of Volta will represent a continuation of the financial statements of Legacy Volta with the acquisition being treated as the equivalent of Legacy Volta issuing stock for the net assets of Volta, accompanied by a recapitalization. The net assets of Volta will be stated at historical cost, with no goodwill or other intangible assets recorded.

One-time direct and incremental transaction costs incurred prior to, or concurrent with, the consummation of the Business Combination are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to Volta additional paid-in capital and are assumed to be cash settled.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 has been prepared using, and should be read in conjunction with, the following:

●

Volta’s unaudited condensed balance sheet as of June 30, 2021 and the related notes incorporated by reference; and

●

Legacy Volta’s unaudited condensed consolidated balance sheet as of June 30, 2021 and the related notes included elsewhere in the Form 8-K.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 has been prepared using, and should be read in conjunction with, the following:

●

Volta’s unaudited statement of operations for the six months ended June 30, 2021 and the related notes incorporated by reference; and

●

Legacy Volta’s unaudited consolidated statement of operations for the six months ended June 30, 2021 and the related notes included elsewhere in the Form 8-K.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, the following:

●

Volta’s audited statement of operations for the period from July 24, 2020 (inception) through December 31, 2020 (as restated) and the related notes incorporated by reference; and

Legacy Volta’s audited consolidated statement of operations for the year ended December 31, 2020 and the related notes incorporated by reference.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma condensed combined adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Based on its initial analysis, management did not identify any differences in accounting policies between Volta and Legacy Volta that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies. Upon consummation of the Business Combination, Volta’s management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, Volta’s management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of Volta.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Volta. They should be read in conjunction with the historical financial statements and notes thereto of Volta and Legacy Volta included elsewhere in the Form 8-K.

In May 2020, the Commission adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 became effective on January 1, 2021. This Pro Forma financial information is presented in accordance with the guidance in Release No. 33-10786.

Note 2 - 2Predict Transaction

On April 21, 2021, Legacy Volta acquired 2Predict, Inc. (“2Predict”). The purchase price of 2Predict consisted of: (i) cash consideration of $0.2 million, and (ii) equity consideration of 150,134 shares of Class B Common Stock valued at $8.13 per share, for a total of $1,221,090. For the aggregate purchase price of $1,421,090, Legacy Volta received $1,200,000 in developed software and $221,090 in goodwill. Because the total assets of 2Predict represented less than 1% of Legacy Volta’s total assets, the transaction was deemed immaterial by Legacy Volta and no separate audited or pro forma financials were prepared for the 2Predict acquisition. As such, no adjustments in relation to the acquisition of 2Predict were considered in the Pro Forma financial statements presented above.

Please refer to Note 4 – “Acquisitions” in Legacy Volta’s historical condensed consolidated financial statements and the related notes included elsewhere in the Form 8-K for further details on Legacy Volta’s acquisition of 2Predict.

Note 3 - Pro Forma Adjustments

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021:

(A) The following table represents the sources and uses of cash as it relates to the Business Combination:

	Note
Cash balance of Volta prior to Business Combination		$	207,310
Cash balance of Legacy Volta prior to Business Combination			24,030,717

Transaction Accounting Adjustments
Volta Cash held in Trust Account	(1)		345,016,637
Actual redemptions	(2)		(242,236,609	)
Proceeds from PIPE Financing	(3)		300,000,000
Payment of Volta related party note payable	(4)		(600,000	)
Payment of transaction costs	(5)		(40,879,481	)
Payment of Volta Accounts Payable / Accrued Expenses	(6)		(4,134,925	)
Payment of deferred underwriting commissions	(7)		(12,075,000	)
Payment of deferred legal fees	(8)		(150,000	)
Payoff of Director’s promissory notes	(9)		(38	)
Total Transaction Accounting Adjustments		$	344,940,584

Total cash balance after the Business Combination		$	369,178,611

(1) Reflects the release of cash equivalents held in the Trust Account inclusive of accrued interest and to reflect that the cash equivalents are available to effectuate the Business Combination.

(2) Represents the payment to redeem Class A ordinary shares.

(3) Reflects the net proceeds of $300.0 million from the issuance and sale of 30.0 million shares of Volta Class A Common Stock at $10.00 per share in the PIPE Financing pursuant to the Subscription Agreements.

(4) Reflects payment of Volta related party note payable.

(5) Reflects payment of transaction costs.

(6) Reflects the payment of the Accounts Payable balance of Volta related to Transaction costs.

(7) Represents the payment of deferred underwriting costs incurred as part of the Volta IPO.

(8) Reflects the payment of deferred legal fees incurred as part of the Volta IPO.

(9) Represents the residual cash portion of the Director’s promissory note payoff.

(B) Represents release of the restricted cash held in the Trust Account upon consummation of the Business Combination to fund the closing of the Business Combination.

(C) Reflects the reclassification of Volta’s accrued expenses and prepaid expenses to align with the balance sheet presentation of Legacy Volta.

(D) Represents the payment of deferred underwriting commissions costs incurred by Volta in consummating its Initial Public Offering.

(E) Represents the payment of deferred legal fee costs incurred by Volta in consummating its Initial Public Offering.

(F) The following table represents the impact of the Business Combination on the number of shares of Volta Class A Common Stock and Volta Class B Common Stock, and represents the total equity of Volta post Business Combination:

	Common Stock
	Number of Shares										Par Value
	Class A Ordinary Shares			Class B Ordinary Shares			Volta Class A Common Stock		Volta Class B Common Stock		Class A Ordinary Shares			Class B Ordinary Shares			Volta Class A Common Stock		Volta Class B Common Stock		Stockholders’ Equity (Legacy Volta)			Additional Paid in Capital			Retained Earnings (Volta)			Accumulated Deficit
Pre-Business Combination - Volta permanent equity		29,194,155			8,625,000						$	2,919		$	863									$	24,916,625		$	(19,918,009	)
Pre-Business Combination - Volta temporary equity		5,305,845									$	531
Less redemption of Class A Ordinary shares		(24,222,287	)								$	(2,423	)											$	(242,234,186	)
Conversion of Class B Ordinary Shares to Class A Ordinary Shares		8,625,000			(8,625,000	)					$	863		$	(863	)
Conversion of Class A Ordinary Shares to Volta Class A Common Stock		(18,902,713	)					18,902,713			$	(1,890	)				$	1,890
Private Placement								30,000,000									$	3,000						$	299,997,000
Shares issued to Legacy Volta stockholders as consideration in Business Combination								102,924,491		9,887,185							$	10,292	$	989				$	(11,281	)
Legacy Volta Series A Preferred Stock outstanding (comprised of 66,927,034 shares)																					$	210,029,724
Legacy Volta Common Stock outstanding (comprised of 9,485,479 Class A and 17,692,588 Class B)																					$	3,000
Payoff of Director’s promissory notes																					$	8,509		$	(9,271,241	)
Pre-Business Combination - Legacy Volta																								$	62,340,384					$	(240,897,635	)
Balances after share exchanges in Business Combination		—			—			151,827,204		9,887,185	$	—		$	—		$	15,182	$	989	$	210,041,233		$	135,737,301		$	(19,918,009	)	$	(240,897,635	)
Elimination of historical retained earnings of Volta																								$	(19,918,009	)	$	19,918,009
Payment of transaction costs																								$	(47,306,288	)
Reclassification of transaction costs related to liability classified instruments																								$	2,316,220					$	(2,316,220	)
Reclassification of Volta Class A Ordinary Shares subject to possible redemption																								$	291,938,631
Elimination of historical Legacy Volta Stockholders’ Preferred Stock																					$	(210,029,724	)	$	210,029,724
Elimination of historical Legacy Volta Stockholders’ Common Stock																					$	(11,509	)	$	11,509
Post-Business Combination Volta		—			—			151,827,204		9,887,185	$	—		$	—		$	15,182	$	989	$	—		$	572,809,088		$	—		$	(243,213,855	)

(G) Reflects the non-recurring transaction expenses recorded by Volta and Legacy Volta, including $3,234,925 and $900,000 of Volta accrued transaction expenses recognized in accounts payable and accrued expenses, respectively, and $6,426,808 of deferred transaction costs that were recognized in other current assets by Legacy Volta.

(H) Represents the $600,000 repayment of Working Capital Loans under the May 2021 Promissory Note to the Sponsor, which is due and payable upon the earlier of the consummation of the Business Combination and the effective date of dissolution.

(I) Represents the net effect of options previously not recognized as exercised (due to being pledged under partial recourse notes) and the shares forfeited to settle the notes.

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations

(AA) Reflects the reclassification of Volta Administrative expenses — related party, general and administrative expenses and financing costs to align with the statement of operations presentation of Legacy Volta.

(BB) Represents the elimination of the net gain on investments held in the Trust Account to close the Business Combination.

(CC) Reflects the pro rata allocation of transaction costs related to liability classified instruments.

COMPARATIVE SHARE INFORMATION

The following table sets forth summary historical comparative share information for Volta and Legacy Volta, respectively, and unaudited pro forma condensed combined per share information of Volta after giving effect to the Business Combination.

The pro forma book value information reflects the Business Combination as if it had occurred on June 30, 2021. The pro forma weighted average shares outstanding and net loss per share information reflect the Business Combination as if it had occurred on January 1, 2020.

This information is only a summary and should be read in conjunction with the historical financial statements of Volta and Legacy Volta and related notes included elsewhere in the Form 8-K. The unaudited pro forma combined per share information of Volta and Legacy Volta is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in the Form 8-K in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma combined income (loss) per share information below does not purport to represent the income (loss) per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date of period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Volta and Legacy Volta would have been had the companies been combined during the periods presented.

	Volta (Historical)			Legacy Volta (Historical)			Pro Forma⁽³⁾Combined
As of and for the Six Months Ended June 30, 2021⁽¹⁾
Book Value per share - Class A Ordinary Shares⁽²⁾	$	0.94
Book Value per share - Class A Common Stock and Class B Common Stock⁽²⁾				$	(6.57	)	$	2.04
Net income (loss) per Class A Ordinary Share - basic and diluted	$	—
Weighted average outstanding Class A Ordinary Shares - basic and diluted		34,500,000
Net loss per Class B Ordinary Share - basic and diluted	$	0.94
Weighted average outstanding Class B Ordinary Shares – basic and diluted		8,625,000
Net loss per Class A Common Stock - basic and diluted				$	(6.07	)	$	(0.48	)
Weighted average outstanding Class A Common Stock - basic and diluted					6,373,206			151,827,204
Net loss per Class B Common Stock - basic and diluted				$	(6.07	)	$	(0.48	)
Weighted average outstanding Class B Common Stock – basic and diluted					7,779,617			9,887,185
As of and for the Year Ended December 31, 2020⁽¹⁾
Book Value per share - Class A Ordinary Shares⁽²⁾	$	0.82
Book Value per share - Class A Common Stock and Class B Common Stock⁽²⁾				$	(6.97	)	$	3.33
Net income (loss) per Class A Ordinary Share - basic and diluted	$	—
Weighted average outstanding Class A Ordinary Shares - basic and diluted		34,500,000
Net loss per Class B Ordinary Share - basic and diluted	$	(3.25	)
Weighted average outstanding Class B Ordinary Shares – basic and diluted		8,625,000
Net loss per Class A Common Stock - basic and diluted				$	(9.39	)	$	(0.55	)
Weighted average outstanding Class A Common Stock - basic and diluted					6,373,206			174,365,276
Net loss per Class B Common Stock – basic and diluted				$	(9.39	)	$	(0.55	)
Weighted average outstanding Class B Common Stock – basic and diluted					1,332,295			11,431,899

(1)

There were no cash dividends declared in the periods presented.

(2)

Book value per share is calculated as (a) total permanent equity divided by (b) the total number of Class A Ordinary Shares or total Legacy Volta Class A Common Stock and Legacy Volta Class B Common Stock outstanding classified in permanent equity, as applicable.

(3)

As of June 30, 2021 and December 31, 2020, the outstanding shares of Volta Class A Common Stock and Volta Class B Common Stock are assumed to be outstanding for the full six months ended June 30, 2021 and the full fiscal year of 2020.