REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2021, is made and entered into by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Ivanhoe Capital Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 6, 2021 by and between Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
20,000,000 Units Ivanhoe Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2020 • Ivanhoe Capital Acquisition Corp. • Blank checks • New York
Vancouver, BC Canada V6C 3E1Ivanhoe Capital Acquisition Corp. • December 18th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 21, 2020 by and between Ivanhoe Capital (Cayman) Corporation, a Cayman Islands exempted company (the “Subscriber” or “you”), and Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares of $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 11th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 6, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Ivanhoe Capital Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor” or the “Purchaser”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • February 8th, 2022 • SES AI Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of February 3, 2022, is by and between Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 18th, 2020 • Ivanhoe Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January [●], 2021, by and between IVANHOE CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • January 11th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 6, 2021, is by and between Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Ivanhoe Capital Acquisition Corp.Letter Agreement • January 11th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 24,000,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2022 • SES AI Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2022, is made and entered into by and among SES AI Corporation, a Delaware corporation (formerly, Ivanhoe Capital Acquisition Corp.) (the “Company”), Ivanhoe Capital Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and certain former stockholders of SES Holdings Pte. Ltd., a Singapore private company limited by shares (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
24,000,000 Units Ivanhoe Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • New York
Ivanhoe Capital Acquisition Corp. priced 24,000,000 Units at $10.00 per Unit, plus an additional 3,600,000 Units if the Underwriter exercises its over-allotment option in full.
FORM OF] INDEMNITY AGREEMENTIndemnity Agreement • February 8th, 2022 • SES AI Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 20[ ], by and between SES AI Corporation, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • July 13th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (“Ivanhoe”), and the undersigned Investor (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Ivanhoe, SES Holdings Pte. Ltd. (the “Company”), and Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned subsidiary of Ivanhoe (“Amalgamation Sub”), pursuant to which, among other things, the Company and Amalgamation Sub will amalgamate under Sections 215A to 215G of the Singapore Companies Act, with the Company continuing as the amalgamated company (the “Transaction”). Prior to the closing of the Transaction (and as more fully described in the Business Co
CUMMINGS PROPERTIES LLC STANDARD FORM AMENDMENT TO LEASE # 3SES AI Corp • February 8th, 2022 • Miscellaneous electrical machinery, equipment & supplies
In connection with a lease in effect between Cummings Properties, LLC. LESSOR, and SolidEnergy Systems, LLC LESSEE, at 35-B Cabot Road and Roof Rack Area and 12-B and 12-C Cabot Road Woburn, Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2026, unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants and obligations (“terms”), as follows:
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 21st, 2021 • Ivanhoe Capital Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “First Amendment”) is entered into as of September 20, 2021 (the “Effective Date”), by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned Subsidiary of Parent (“Amalgamation Sub”), and SES Holdings Pte. Ltd., Singapore private company limited by shares (the “Company” and together with Parent and Amalgamation Sub, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
BUSINESS COMBINATION AGREEMENT BY AND AMONG IVANHOE CAPITAL ACQUISITION CORP., WORMHOLE MERGER SUB PTE. LTD. AND SES HOLDINGS PTE. LTD. DATED AS OF JULY 12, 2021Business Combination Agreement • July 13th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT is made and entered into as of July 12, 2021, by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned Subsidiary of Parent (“Amalgamation Sub”), and SES Holdings Pte. Ltd., Singapore private company limited by shares (the “Company”). Each of the Company, Parent and Amalgamation Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Business Combination Agreement, as the same may be amended from time to time in accordance with the terms hereof, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter). Defined terms used in this Agreement are listed alphabetically in Schedule
SES Holdings Pte. Ltd.SES AI Corp • February 8th, 2022 • Miscellaneous electrical machinery, equipment & supplies • Massachusetts
The terms in this letter supersede all prior agreements you have entered into with SES Holdings Pte. Ltd. (the “Company”) and its subsidiaries in relation to your employment.
Plant Lease ContractPlant Lease • February 8th, 2022 • SES AI Corp • Miscellaneous electrical machinery, equipment & supplies
Whereas Party A and Party B (former name: SES (Shanghai) Co., Ltd.) entered into a Plant Lease Contract (hereinafter referred to as the “Original Contract”) with Shanghai Jiading Industrial Zone Management Committee in August 2018, stipulating that Party B shall lease the first floor of the south half, which covers an area of 6,000 m2, of Party A’s Plant No.1, which has a building area of 12,155.99 m2, located in the north of No. 1688, Yecheng Road, Jiading District, Shanghai from September 1, 2018. Now Party B is willing to lease the other north half of the plant, which covers an area of 6,078 m2 (hereinafter referred to as the “Target Plant”), and the sites located in the north and east of the Plant No.1 with an area of about 2,000 m2. Now the parties have agreed on the renewal of the Original Contract upon expiration and on the lease of the Target Plant and the sites, and signed this Contract.
IVANHOE CAPITAL ACQUISITION CORP. 189720 SingaporeAdministrative Services Agreement • December 18th, 2020 • Ivanhoe Capital Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Ivanhoe Capital Acquisition Corp. (the “Company”) and Ivanhoe Capital Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
CUMMINGS PROPERTIES, LLC STANDARD FORM LEASE EXTENSION # 1SES AI Corp • February 8th, 2022 • Miscellaneous electrical machinery, equipment & supplies
In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and SolidEnergy Systems, LLC f/k/a SolidEnergy Systems Corp., LESSEE, at 35-B Cabot Road Woburn, Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2021, unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows:
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 13th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • Delaware
This Director Nomination Agreement (this “Agreement”), dated as of July 12, 2021, is entered into by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (“Parent”), SES Holdings Pte. Ltd., a Singapore private company limited by shares (the “Company”), and General Motors Ventures LLC, a Delaware limited liability company (“GM”). Each of Parent, the Company and GM may be referred to herein as a “Party” and collectively as the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Section 2 of this Agreement.
CUMMINGS PROPERTIES, LLC STANDARD FORM AMENDMENT TO LEASE # 4SES AI Corp • February 8th, 2022 • Miscellaneous electrical machinery, equipment & supplies
In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and SolidEnergy Systems, LLC and SolidEnergy Systems Securities Corporation, LESSEE, at 35-B Cabot Road and Roof Rack Area and 12-B, 12-C. and 12-G Cabot Road, Woburn, Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2026, unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows:
BOARD OBSERVATION AGREEMENTBoard Observation Agreement • July 13th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • Delaware
This Board Observation Agreement (this “Agreement”), dated July 12, 2021, is entered into by and between Hyundai Motor Company (the “Holder”), Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted limited company (the “Company”), and SES Holdings Pte. Ltd., a Singapore private company limited by shares (“SES”). Each of the Holder and the Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Agreement shall have the meaning given to such terms in the Business Combination Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • July 13th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 12, 2021, by and between Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (which will domesticate as a Delaware corporation prior to the Closing) (“Parent”), and the undersigned shareholders of the Company (as defined below) (collectively, the “Company Shareholders” and each a “Company Shareholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
July 12, 2021Letter Agreement • July 13th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of the date hereof (as amended from time to time, the “Business Combination Agreement”), by and among Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (which will domesticate as a Delaware corporation prior to the Closing) (“Parent”), SES Holdings Pte. Ltd., a Singapore private company limited by shares (the “Company”), and Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned Subsidiary of Parent.
CUMMINGS PROPERTIES, LLC COMMERCIAL LEASECommercial Lease • February 8th, 2022 • SES AI Corp • Miscellaneous electrical machinery, equipment & supplies • Massachusetts
Cummings Properties, LLC (“LESSOR”) hereby leases to SolidEnergy Systems Corp, (a DE corp.), 200 West Street, Waltham, MA 02451 (LESSEE), the following premises, approximately 23,101 square feet at 35-B Cabot Road, Woburn, MA 01801 (“premises”), for a term of five years and one month commencing at noon on the Commencement Date (defined below) and currently scheduled to terminate at noon on the last day of the calendar month in which occurs the five-year, one-month anniversary of the Commencement Date unless sooner terminated or extended as herein provided. LESSOR and LESSEE new covenant and agree that the following terms, conditions, covenants, and obligations (terms’) shall govern this lease.
189720 Singapore Re: Amendment to IPO Letter Agreement Ladies and Gentlemen:Ipo Letter Agreement • July 13th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks
Reference is hereby made to (i) that certain letter agreement, dated as of January 6, 2021 (the “Letter Agreement”), delivered to Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (including following the Domestication (as defined in the Business Combination Agreement), the “Company”), by Ivanhoe Capital Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s board of directors, advisory board and/or management team (each such individual, an “Insider” and collectively, the “Insiders”), in connection with the Company’s initial public offering of units and (ii) that certain Business Combination Agreement, dated as of the date hereof (as the same may be amended, modified or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly owned subsidiary of the Company (“Amalgamation Sub”
CUMMINGS PROPERTIES, LLC STANDARD FORM AMENDMENT TO LEASE # 2SES AI Corp • February 8th, 2022 • Miscellaneous electrical machinery, equipment & supplies
In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and SolidEnergy Systems, LLC LESSEE, at 35-B Cabot Road and Roof Rack Area Woburn, Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2026, unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows:
ContractSES AI Corp • March 16th, 2023 • Miscellaneous electrical machinery, equipment & supplies
In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and SolidEnergy Systems, LLC and SolidEnergy Systems Securities Corporation, LESSEE, at 35-B Cabot Road and Roof Rack Area , Woburn , Massachusetts (“premises” or “leased premises”), fully executed on March 30, 2016 (as amended and/or extended, the “lease”), and currently scheduled to terminate on August 30, 2026 , unless otherwise terminated or extended as provided in the lease, and in consideration of the mutual benefits to be derived herefrom, the parties hereby agree to amend said lease, including its terms, conditions, covenants, and obligations (“terms”), as follows:
Via Electronic MailSES AI Corp • May 9th, 2023 • Miscellaneous electrical machinery, equipment & supplies • New York
This letter sets forth the agreement (“Agreement”) between SES AI Corporation (the “Company”), and you (“Advisor”), effective as of July 1, 2022 (the “Effective Date”), with respect to the performance of certain advisory services by Advisor as an independent contractor.
IVANHOE CAPITAL ACQUISITION CORP. 189720 SingaporeAdministrative Services Agreement • January 11th, 2021 • Ivanhoe Capital Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Ivanhoe Capital Acquisition Corp. (the “Company”) and Ivanhoe Capital Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
