Exhibit 10.18

ExecutionVersion

SECONDAMENDEDANDRESTATEDVOTINGAGREEMENT

THISSECONDAMENDEDANDRESTATEDVOTING AGREEMENT(this “Agreement”), is made and entered into as of April 5, 2023, by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), each holder of the Series Seed Preferred Stock, par value $0.0001 per share of the Company (“Series Seed Preferred Stock”), each holder of the Series A Preferred Stock, par value $0.0001 per share of the Company (“Series A Preferred Stock”), each holder of the Series B Preferred Stock, par value $0.0001 per share of the Company (“Series B Preferred Stock” referred to herein collectively with the Series Seed Preferred Stock and Series A Preferred Stock, as the “Preferred Stock”), listed on Schedule A(togetherwithanysubsequentinvestors,ortransferees,whobecomepartiesheretoas“Investors” pursuant to Subsections 7.1(a)or 7.2below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B(together with any subsequent stockholders or option holders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsections 7.1(b)or 7.2below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).

RECITALS

A. The Company, the Key Holders and certain of the Investors (the “Existing Investors”)arepartytothatcertainVotingAgreement,datedasofApril30,2021andamended in December 17, 2021 (the “Prior Agreement”).

B. Concurrently with the execution of this Agreement, the Company and certain of the Investors (the “Series B Purchasers”) are entering into a Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) providing for the sale of shares of the Series B Preferred Stock, and in connection with that agreement theparties desire to provide the Series B Purchaserswiththeright,amongotherrights,todesignatetheelectionofcertainmembersofthe board of directors of the Company (the “Board”) in accordance with the terms of this Agreement.

C. It is a condition to closing of the transactions contemplated by the Purchase AgreementthatthePriorAgreementbeamendedandrestatedinitsentiretyintheformofthis Agreement.

D. ThePriorAgreementmaybeamendedbyawritteninstrumentexecutedby(a)the Company; (b) the Key Holders holding a majority of the Shares (as defined in the Prior Agreement) then held by the Key Holders; and (c) the holders of a majority of the shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), issued or issuable upon conversion of both (i) the shares of Preferred Stock held by the Investors (voting together as a single class) and (ii) the shares of Series A Preferred Stock held by the Investors (voting as a separate series), and the signatories hereto include the holders of such majorities.

E. The Third Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) provides that (a) a majority in interest of the holders of Common Stock who arethen providing services to theCompany shall beentitled to appoint two directors, oneofwhomshall

alwaysbethecurrentCEO(the“CommonDirectors”)and(b)theholdersof Preferred Stock shall be entitled to elect a total of three members (the “Preferred Directors”).

F. The parties also desire to enter into this Agreement to set forth their agreements and understandings with respect to how shares of the capital stock of the Company held by them will be voted on, or tendered in connection with, an acquisition of the Company and an increase inthenumberofsharesofCommonStockrequiredtoprovidefortheconversionofthePreferred Stock.

NOW,THEREFORE,thepartiesagreeasfollows:

1. VotingProvisionsRegardingtheBoard.

1.1 Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at seven (7) directors. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company that theholdersofwhichareentitledtovoteformembersoftheBoard,includingwithoutlimitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

1.2 BoardComposition.EachStockholderagreestovote,orcausetobevoted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board:

(a) Three (3) individuals (the “Preferred Directors”) appointed by the holders of a majority of the outstanding shares of Preferred Stock, (i) one (1) of whom shall be designatedbyCleanEnergyVentureFundI,LP(“CEVF”)forsolongasCEVFcontinuestohold atleastfiftypercent(50%)oftheSharesitholdsasofthelastclosingcontemplatedbythePurchase Agreement(the“FinalClosing”),asadjustedforanystocksplit,stockdividend,combination,or other recapitalization or reclassification effected after the date hereof, which individual shall initially be Daniel Goldman; (ii) one (1) of whom shall be designated by VoLo Earth Ventures Impact Fund I, LP (“VoLo Earth”) for so long as VoLo Earth continues to hold at least fifty percent (50%) of the Shares it holds as of the Final Closing, as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof, whichindividualshallinitiallybeJosephGoodman;and(iii)one(1)ofwhomshallbedesignated byMercuria Holdings LLC (“Mercuria”)ifMercuriapurchases atleast 785,595sharesofSeries B Preferred Stock (the “Required Shares”) at or prior to the Final Closing and for so long as Mercuriacontinuestoholdatleastfiftypercent(50%)oftheSharesitholdsasoftheFinalClosing, as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof, which individual shall initially be Boris Bystrov; provided, that Mercuria may not designate such individual until it has purchased the Required Shares;and provided, furtherthatifMercuriadoes notpurchasetheRequiredSharesbytheFinal Closing, such director seat shall be designated by the holders of a majority of the outstanding shares of Series B Preferred Stock;

(b) Two(2)individualsdesignatedbytheholdersofamajorityofthe outstanding shares of Common Stock who are then providing services to the Company, and one (1)individualofwhichshallalwaysbethecurrentChiefExecutiveOfficer(the“Common Directors”), which individuals shall initially be Megan O’Connor and Coleman Adams; and

(c) Two(2)individualswhoarenototherwiseanAffiliateofeitherthe Company or any Investor, who have relevant industry knowledge and early-stage business experience, and are reasonably acceptable to the Common Directors and the Preferred Directors (the “Independent Director”), one such individual shall initially be Ed Meir and the other seat shall initially be vacant.

Totheextentthatanyofclauses(a)through(c)aboveshallnotbe applicable, any member of theBoard who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate.

For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall bedeemed an “Affiliate”of another Person who, directly or indirectly, controls, is controlled by oris undercommon control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capitalfundorregisteredinvestmentcompanynoworhereafterexistingthatiscontrolledbyone or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

1.3 Failure to Designate a Board Member. In the absence of any designation fromthePersonsorgroupswiththerighttodesignateadirectorasspecifiedabove,thedirector previously designated by them and then serving shall be reelected if still eligibleand willing to serve unless such individual has been removed as provided herein and otherwise, such Board seat shall remain vacant until otherwise filled as provided above.

1.4 Removal of Board Members. Each Stockholder also agrees to vote, or causetobevoted, allSharesownedbysuchStockholder,oroverwhichsuchStockholderhas votingcontrol,fromtimetotimeandatalltimes,inwhatevermannerasshallbenecessaryto ensure that:

(a) no director elected pursuant to Subsections 1.2or 1.3of this Agreementmayberemovedfromofficeunless(i)suchremovalisdirectedorapprovedbythe affirmativevoteofthePerson(s),oroftheholders ofamajorityofthesharesofstock,entitled under Subsection 1.2to designate that director; or (ii) the Person(s) originally entitled to designateor approve such director or occupy such Board seat pursuant to Subsection 1.2is no longer so entitled to designate or approve such director or occupy such Board seat;

(b) any vacancies created by the resignation, removal or death of a directorelectedpursuanttoSubsections1.2or1.3shallbefilledpursuanttotheprovisionsof this Section 1; and

(c) upontherequestofanypartyentitledtodesignateadirectoras provided in Subsection 1.2to remove such director, such director shall be removed.

All Stockholders agree to execute any written consents required to perform the obligations of this Section 1, and the Company agrees at the request of any Person or group entitledtodesignatedirectorstocallaspecialmeetingofstockholdersforthepurposeofelecting directors.

1.5 NoLiabilityforElectionofRecommendedDirectors.NoStockholder,nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for electionasadirectorforanyactoromissionbysuchdesignatedpersoninhisorhercapacityas a directoroftheCompany, norshallanyStockholderhaveanyliabilityasaresultofvotingforany such designee in accordance with the provisions of this Agreement.

1.6 No “Bad Actor” Designees. Each Person with the right to designate or participate in the designation of a director as specified above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) under the Securities Act of 1933, as amended (the “Securities Act”) (each, a “Disqualification Event”), is applicable to such Person’s initial designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event to which Rule 506(d)(2)(ii) or (iii) or (d)(3)isapplicable,ishereinafterreferredtoasa“DisqualifiedDesignee”.EachPersonwiththe right to designate or participate in the designation of a director as specified above hereby covenants and agrees (A) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee and (B) that in the event such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee.

2. VotetoIncreaseAuthorizedCommonStock.EachStockholderagreestovoteor cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.

3. Drag-AlongRight.

3.1 Definitions.A“SaleoftheCompany”shallmeaneither:(a)atransaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the out-standing voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Restated Certificate.

3.2 Actions to be Taken. In the event that (i) the holders of a majority of the sharesofCommonStockthenissuedorissuableuponconversionofthesharesof(A)SeriesA Preferred Stock (voting as a separate series), (B) Series B Preferred Stock (voting as a separate series), and (C) all Preferred Stock (voting as a separate class, and collectively, the “Selling Investors”); (ii) the Board; and (iii) the holders of a majority of the then outstanding shares of Common Stock (other than those issued or issuable upon conversion of the shares of Preferred Stock)eachvotingasaseparateclassapprovea

SaleoftheCompanyinwriting,specifyingthat this Section 3shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth in Subsection 3.3below, each Stockholder and the Company hereby agree:

(a) if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any related amendment or restatement to the Restated Certificate required to implement such Sale of the Company) and tovoteinoppositiontoanyandallotherproposalsthatcouldreasonablybeexpectedtodelayor impair the ability of the Company to consummate such Sale of the Company;

(b) if such transaction is a Stock Sale, to sell the same proportion of sharesofcapitalstockoftheCompanybeneficiallyheldbysuchStockholderasisbeingsoldby the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Subsection 3.3below, on the sameterms and conditions as the other stockholders of the Company;

(c) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company ortheSelling Investors in orderto carry out theterms and provision ofthis Section 3, including, without limitation, executing and delivering instruments of conveyance and transfer, andanypurchaseagreement,mergeragreement,anyassociatedindemnityagreement,orescrow agreement,anyassociatedvoting,support,orjoinderagreement, consent, waiver,governmental filing, sharecertificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents;

(d) nottodeposit,andtocausetheirAffiliatesnottodeposit,exceptas provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company;

(e) to refrain from (i) exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, or (ii); asserting any claim or commencing any suit (A) challenging the Sale of the Company or this Agreement,or(B)allegingabreachofanyfiduciarydutyoftheSellingInvestorsoranyaffiliate or associate thereof (including, without limitation, aiding and abetting breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the Sale of the Company, or the consummation of the transactions contemplated thereby;

(f) iftheconsiderationtobepaidinexchangefortheSharespursuant to this Section 3includes any securities and due receipt thereof by any Stockholder would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (ii) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to thefair value

(as determined in good faith bytheBoard)ofthesecuritieswhichsuchStockholderwouldotherwisereceiveasofthedateof the issuance of such securities in exchange for the Shares; and

(g) intheeventthattheSellingInvestors,inconnectionwithsuchSale of the Company, appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (i) to consent to (A) the appointmentofsuchStockholderRepresentative,(B)theestablishmentofanyapplicableescrow, expense or similar fund in connection with any indemnification or similar obligations, and (C) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of theCompany and its related serviceas the representative of theStockholders, and (ii) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative, within the scope of the Stockholder Representative’s authority, in connection with its service as theStockholder Representative, absent fraud, bad faith, or willful misconduct.

3.3 Conditions.Notwithstandinganythingtothecontrarysetforthherein,a Stockholder will not be required to comply with Subsection 3.2above in connection with any proposed Sale of the Company (the “Proposed Sale”), unless:

(a) anyrepresentationsandwarrantiestobemadebysuchStockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii)the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Stockholder in accordance with their respective terms; and (iv) neithertheexecutionanddeliveryofdocumentstobeenteredintobytheStockholderinconnectionwith the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which the Stockholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to theStockholder;

(b) suchStockholderisnotrequiredtoagree(unlesssuchStockholder is a Company officer or employee) to any restrictive covenant in connection with the Proposed Sale (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale);

(c) such Stockholder and its affiliates are not required to amend, extendorterminateanycontractualorotherrelationshipwiththeCompany,theacquirerortheir respective affiliates, except that the Stockholder may be required to agree to terminate the investment-related documents between or among such Stockholder, the Company and/or other stockholders of the Company;

(d) the Stockholder is not liable for the breach of any representation, warrantyorcovenantmadebyanyotherPersoninconnectionwiththeProposedSale,otherthan the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);

(e) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with suchProposedSaleinaccordancewiththeprovisionsoftheRestatedCertificate)ofanegotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder;

(f) upon the consummation of the Proposed Sale (i) each holder of each class or series of the capital stock of the Company will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless waived pursuant to the terms of the Restated Certificate and as may be required by law, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holdersofCommonStockareentitledinaDeemedLiquidationEvent(assumingforthispurpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to theProposed Sale; provided, however, that,notwithstandingtheforegoingprovisionsofthisSubsection3.3(f),iftheconsiderationtobe paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Subsection 3.3(f)includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (A) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (B) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board) of thesecuritieswhichsuchKeyHolderorInvestorwouldotherwisereceiveasofthedateofthe issuance of such securities in exchange for the Key Holder Shares or Investor Shares, as applicable;

(g) subject to clause (f) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of considerationtobereceivedasaresultoftheProposedSale,allholdersofsuchcapitalstockwill be given the same option; provided, however, that nothing in this Subsection 3.3(g)shall entitle anyholdertoreceiveany formofconsiderationthat

suchholderwouldbeineligibletoreceiveas a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders.

3.4 RestrictionsonSalesofControloftheCompany.NoStockholdershallbe a party to any Stock Sale unless (a) all holders of Preferred Stock are allowed to participate in such transaction(s) and (b) the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction(s) were a Deemed Liquidation Event), unless the holders of at least the requisite percentage required to waive treatment of the transaction(s) as a Deemed Liquidation Event pursuant to the terms of the Restated Certificate, elect to allocate the consideration differently by written notice given to the Company at least thirty (30) days prior to the effective date of any such transaction or series of related transactions.

4. Remedies.

4.1 Covenants of the Company. The Company agrees to use its best efforts, withintherequirements ofapplicablelaw,toensurethattherightsgrantedunderthisAgreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, withoutlimitation,theuseoftheCompany’sbest effortstocausethenominationandelectionof the directors as provided in this Agreement.

4.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement herebyconstitutesand appointsastheproxiesofthepartyandherebygrantsapowerofattorney to the President of the Company and a designee of the Selling Investors, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation,votestoincreaseauthorizedsharespursuanttoSection4.2hereofandvotesregarding any Sale of the Company pursuant to Section 4.2hereof, and hereby authorizes each of them to represent and vote, if and only if the party (a) fails to vote, or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of Sections 2and 3of this Agreement, all of such party’s Shares in favor of theelection of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2and 3, respectively, of this Agreement or to take any action reasonably necessary to effect Sections 2and 3, respectively, ofthis Agreement.Thepower ofattorney granted hereundershall authorize the President of the Company to execute and deliver the documentation referred to in Section 3.2(c)on behalf of any party failing to do so within five (5) business days of a request by the Company.Each of the proxy and power of attorney granted pursuant to this Section 4.2is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interestandshallbeirrevocableunlessanduntilthisAgreementterminatesorexpirespursuantto Section 5hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 5hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

4.3 Specific Enforcement. Each party acknowledges and agrees that each partyheretowillbeirreparablydamagedintheeventanyoftheprovisionsofthisAgreementare not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court oftheUnited States orany state having subject matter jurisdiction.

4.4 RemediesCumulative.Allremedies,eitherunderthisAgreementorby law or otherwise afforded to any party, shall be cumulative and not alternative.

5. “BadActor”Matters.

5.1 Definitions.Forpurposesofthis Agreement:

(a) “CompanyCoveredPerson”means,withrespecttotheCompanyas an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

(b) “DisqualifiedDesignee”meansanydirectordesigneetowhomany Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

(c) “DisqualificationEvent”meansa“badactor”disqualifyingevent described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act.

(d) “Rule506(d)RelatedParty”means,withrespecttoanyPerson,any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) under the Securities Act.

5.2 Representations.

(a) Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby represents that (i) such Person has exercisedreasonablecaretodeterminewhetheranyDisqualificationEventisapplicabletosuch Person, any director designee designated by such Person pursuant to this Agreement or any of suchPerson’sRule506(d)RelatedParties,except,ifapplicable,foraDisqualificationEventas to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable and (ii) no Disqualification Event is applicable to such Person, any Board member designated by such Person pursuant to this Agreement or any of such Person’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Notwithstanding anything to the contrary in this Agreement, each Investor makes no representation regarding any Person that may be deemed to be a beneficial owner of the Company’svotingequitysecuritiesheldbysuchInvestorsolelybyvirtueofthatPersonbeingor becoming a party to (x) this Agreement, as may be subsequently amended, or (y) any other contract or written agreement to which the Company and such Investor are parties regarding (1) the voting power, which includes the power to vote or to direct the voting of, such security; and/or(2)theinvestment power,whichincludesthepowertodispose,ortodirectthedisposition of, such security.

(b) The Company hereby represents and warrants to the Investors that no Disqualification Event is applicable to the Company or, to the Company’s knowledge, any CompanyCoveredPerson,exceptforaDisqualificationEventastowhichRule506(d)(2)(ii–iv) or (d)(3) is applicable.

5.3 Covenants. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement covenants and agrees (i) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee, (ii) to exercise reasonable care to determine whether any director designeedesignated by such person is aDisqualified Designee, (iii)that in theevent such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement designeewho is not aDisqualified Designee, and (iv)to notify theCompany promptly in writing intheeventaDisqualificationEventbecomesapplicabletosuchPersonoranyofitsRule506(d) Related Parties, or, to such Person’s knowledge, to such Person’s initial designee named in Section 1, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or(iii)or(d)(3)isapplicable.

6. Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the consummation of the Company’s first underwritten public offering of its Common Stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction); (b) the consummationofaSaleoftheCompanyanddistributionofproceedstoorescrowforthebenefit of the Stockholders in accordance with the Restated Certificate, provided that the provisions of Section 3 hereof will continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 3 with respect to such Sale of the Company; and (c)terminationofthisAgreementinaccordance withSubsection7.8below.

7. Miscellaneous.

7.1 AdditionalParties.

(a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a partytothisAgreementbyexecutinganddelivering(i)theAdoptionAgreementattachedtothis Agreement as Exhibit A, or(ii)acounterpart signaturepagehereto agreeing to bebound by and subjecttothetermsofthisAgreementasanInvestorandStockholderhereunder.Ineitherevent, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement.

(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a)above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to

this Agreement by executinganAdoptionAgreementintheformattachedheretoasExhibitA,agreeingtobebound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

7.2 Transfers. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such SharesunlessanduntilsuchtransfereeshallhavecompliedwiththetermsofthisSubsection7.2. Each certificate instrument, or book entry representing the Shares subject to this Agreement if issuedonorafterthedateofthisAgreementshallbenotatedbytheCompanywiththelegendset forth in Subsection 7.12.

7.3 SuccessorsandAssigns.ThetermsandconditionsofthisAgreementshall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, orliabilitiesunderorbyreasonofthisAgreement,exceptasexpresslyprovidedinthis Agreement.

7.4 GoverningLaw.ThisAgreementshallbegovernedbytheinternallawof the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

7.5 Counterparts. This Agreement may be executed in two (2) or more counterparts,eachofwhichshallbedeemedanoriginal,butallofwhichtogethershallconstitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,www.docusign.com)orothertransmissionmethodandanycounterpartsodeliveredshallbe deemed to have been duly and validly delivered and be valid and effective for all purposes.

7.6 TitlesandSubtitles.ThetitlesandsubtitlesusedinthisAgreementare used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.7 Notices.

(a) All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having beensentbyregisteredorcertifiedmail,returnreceiptrequested,postage prepaid,or(d)one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery,

with written verification of receipt. All communicationsshallbesenttotherespectivepartiesattheiraddressassetforthonScheduleAor Schedule Bhereto, or to such email address, facsimile number or address as subsequently modifiedbywrittennoticegiveninaccordancewiththisSubsection7.7.If noticeisgiventothe Company, acopy (which copy shall not constitutenotice)shall also besent to Foley Hoag LLP, 155 Seaport Blvd., Boston MA 02210, Attention Mark A. Barnett, and if notice is given to Stockholders,acopyshallalsobegiventoacopy shallalsobegiventoeachof(i)MassMutual, [***], Attn: Andrew Dickey, Esq., and (ii) California Counsel Group, Inc., 949 W. Hawthorn Street, Suite 11, San Diego, CA 92101, Attn: Matt Steiner, Esq.

(b) Consent to Electronic Notice.Each Investor and Key Holder consents to thedelivery ofany stockholdernotice pursuant to theDelaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of theDGCL (or any successor thereto) at the electronic mail address or the facsimile number set forth below such Investor’s or Key Holder’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company.Totheextent thatanynoticegivenby meansofelectronictransmissionisreturnedor undeliverableforanyreason,theforegoingconsentshallbedeemedtohavebeenrevokeduntila new or corrected electronic mail address has been provided, and such attempted Electronic Notice shall be ineffective and deemed to not have been given.Each Investor and Key Holder agrees to promptly notify the Company of any change in its electronic mail address, and that failure to do so shall not affect the foregoing.

7.8 Consent Required to Amend, Modify, Terminate or Waive. This Agreement may be amended, modified or terminated (other than pursuant to Section 5) and the observance of any term hereof may be waived (either generally or in a particular instance and eitherretroactivelyorprospectively)onlybyawritteninstrumentexecutedby(a)theCompany; (b) the Key Holders holding a majority of the Shares then held by the Key Holders; and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of (i) the shares of Preferred Stock held by the Investors (voting together as a single class), (ii) the sharesofSeriesAPreferredStockheldbytheInvestors(votingasaseparateseries),and(iii)the shares of Series B Preferred Stock held by the Investors (voting as a separate series). Notwithstanding the foregoing:

(a) this Agreement may not be amended, modified or terminated and theobservanceofanytermofthisAgreementmaynotbewaivedwithrespecttoanyInvestoror KeyHolderwithoutthewrittenconsentofsuchInvestororKeyHolderunlesssuchamendment, modification, termination or waiver applies to all Investors or Key Holders, as the case may be, in the same fashion;

(b) theprovisionsofSubsection1.2(a)(i)andthisSubsection7.8(b)may not be amended, modified, terminated or waived without the written consent of CEVF;

(c) the provisions of Subsection 1.2(a)(ii)and this Subsection 7.8(c)maynotbeamended,modified,terminatedorwaivedwithoutthewrittenconsentofVoLoEarth;

(d) if Mercuria has the right to appoint a director pursuant to Subsection 1.2(a)(iii), then the provisions of Subsection 1.2(a)(iii)and this Subsection 7.8(d)maynotbeamended,modified,terminatedorwaivedwithoutthewrittenconsentofMercuria, otherwise, the provisions of Subsection 1.2(a)(iii)and this Subsection 7.8(d)may not be amended, modified, terminated or waived without the written consent of a majority of the holders of outstanding Series B Preferred Stock;

(e) theprovisionsofSubsection1.2(b),Subsection1.2(c)andthis Subsection 7.8(e)may not be amended, modified, terminated or waived without the written consent of the holders of a majority of outstanding shares of Common Stock;

(f) the consent of the Key Holders shall not be required for any amendment,modification,terminationorwaiverifsuchamendment,modification,termination, orwaiver either(A)isnotdirectlyapplicabletotherightsoftheKey Holdershereunder;or(B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto;

(g) SchedulesAandBheretomaybeamendedbytheCompanyfrom time to time in accordance with Sections 7.1(a)and 7.1(b), respectively, without the consent of the other parties hereto; and

(h) anyprovisionhereofmaybewaivedbythewaivingpartyonsuch party’s own behalf, without the consent of any other party.

The Company shall give prompt written notice of any amendment, modification, termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment,modification,termination,orwaivereffectedinaccordancewiththisSubsection7.8shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, modification, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

7.9 DelaysorOmissions.Nodelayoromissiontoexerciseanyright,poweror remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writingandshallbeeffectiveonlytotheextentspecificallysetforthinsuchwriting.Allremedies,either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

7.10 Severability.Theinvalidityorunenforceabilityofanyprovisionhereof shall in no way affect the validity or enforceability of any other provision.

7.11 EntireAgreement.ThisAgreement(includingtheExhibitsandSchedules hereto), the Restated Certificate and the other Transaction Agreements (as defined in the Purchase Agreement) constitute the full and entire understanding and agreement between the partieswithrespecttothesubjectmatterhereof,andanyotherwrittenororalagreementrelating to the subject matter hereof existing between the parties is expressly canceled. This Agreement amends and restates the Prior Agreement in its entirety.

7.12 Share Certificate Legend. Each certificate, instrument, or book entry representinganySharesissuedafterthedatehereofshallbenotatedbytheCompanywitha legend reading substantially as follows:

“THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A VOTING AGREEMENT,ASMAYBEAMENDEDFROMTIMETOTIME,(ACOPYOF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY),ANDBYACCEPTINGANYINTERESTINSUCHSHARESTHE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

TheCompany,byitsexecutionofthisAgreement, agreesthatitwillcausethecertificates instruments, or book entry evidencing the Shares issued after the date hereof to be notated with thelegendrequiredbythisSubsection7.12ofthisAgreement,anditshallsupply,freeofcharge, a copy of this Agreement to any holder of such Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that thefailure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Subsection 7.12herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

7.13 Stock Splits,Stock Dividends, etc. In the event of any issuance of Shares orthevoting securities of theCompany hereafterto any oftheStockholders (including, without limitation,inconnectionwithanystocksplit,stockdividend,recapitalization,reorganization,or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Subsection 7.12.

7.14 Manner of Voting. The voting of Shares pursuant to this Agreement may beeffectedinperson,by proxy,bywrittenconsentorinanyothermannerpermittedbyapplicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

7.15 FurtherAssurances.Atanytimeorfromtimetotimeafterthedatehereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to carry out the intent of the parties hereunder.

7.16 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of The Commonwealth of Massachusetts and to the jurisdiction of the United States District Court for the District of Massachusetts for the purpose of any suit, action or other proceeding arising out of or based uponthisAgreement,(b)agreenottocommenceanysuit,actionorotherproceedingarisingout of or based upon this Agreement except in the state courts of The Commonwealth of Massachusetts or the United States District Court for the District of Massachusetts, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDEDTOBEALL-ENCOMPASSINGOFANYANDALLDISPUTESTHATMAYBE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOTBESUBJECTTOANYEXCEPTIONS.EACHPARTYHERETOHEREBYFURTHER WARRANTS ANDREPRESENTS THATSUCHPARTYHAS REVIEWEDTHIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

7.17 Costs of Enforcement. If any party to this Agreement seeks to enforce its rightsunderthisAgreementbylegalproceedings,thenon-prevailingpartyshallpayallcostsand expensesincurredbythe prevailingparty,including,withoutlimitation,allreasonableattorneys’ fees.

7.18 AggregationofStock.AllSharesheldoracquiredbyaStockholderand/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

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