25,000,000 Units ACON S2 Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
ACON S2 Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters,
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 16, 2020 by and between ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ACON S2 Acquisition Corp. Washington, D.C. 20036 July 27, 2020Securities Subscription Agreement • September 9th, 2020 • ACON S2 Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on July 27, 2020 by and between ACON S2 Management, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation 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:
INDEMNITY AGREEMENTIndemnity Agreement • September 9th, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [●], 2020, by and between ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 22nd, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 16, 2020, is entered into by and between ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ACON S2 Sponsor, L.L.C., a Delaware limited liability company (the “Purchaser”).
ESS TECH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2021 • ESS Tech, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 2021, and is between ESS Tech, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 22nd, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 2020, is made and entered into by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), ACON S2 Sponsor, L.L.C., a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
ACON S2 Acquisition Corp. Washington, DC 20036Underwriting Agreement • September 22nd, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $ 11.50 per share, subject to adjustment
WARRANT AGREEMENT ACON S2 ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 16, 2020Warrant Agreement • June 21st, 2021 • ACON S2 Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 16, 2020, is by and between ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
ACON S2 Acquisition Corp. Washington, DC 20036Underwriting Agreement • September 9th, 2020 • ACON S2 Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.
AGREEMENT AND PLAN OF MERGER dated as of May 6, 2021 by and amongMerger Agreement • May 7th, 2021 • ACON S2 Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 6, 2021, is entered into by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), SCharge Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and ESS Tech, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
WARRANT TO PURCHASE SHARES OF COMMON STOCK of ESS TECH, INC. Dated as of September 21, 2023 Void after the Expiration DateWarrant Agreement • November 14th, 2023 • ESS Tech, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS CERTIFIES THAT, for value received, UOP LLC, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from ESS Tech, Inc., a Delaware corporation (the “Company”), shares of the Company’s Common Stock, $0.0001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Common Stock and Warrant Purchase Agreement, dated as of September 21, 2023, by and between the Company and Honeywell ACS Ventures LLC (the “Purchase Agreement”), and the other Transaction Documents (as defined in the Purchase Agreement). This Warrant is the Performance Warrant as defined in the Master Supply Agreement by and between the Company and the Hold
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2021 • ACON S2 Acquisition Corp. • Blank checks • Oregon
This Employment Agreement (the “Agreement”) is made and entered into effective as of March 3, 2015 (the “Effective Date”), by and between Yang Song (the “Employee”) and ESS Tech, Inc. (the “Company”).
ACON S2 ACQUISITION CORP.Office Space and Administrative Services Agreement • September 22nd, 2020 • ACON S2 Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “ IPO”) of the securities of ACON S2 Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), ACON S2 Sponsor, L.L.C. (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1133 Connecticut Avenue NW, Ste 700, Washington, DC, 20036 (or any successor location). In exchange therefore, the Company shall pay ACON S2 Sponsor, L.L.C. a sum of $10,000 per month on the Effective Date and continuin
OFFICE LEASE AGREEMENT by and between ESS Tech, Inc. (“Tenant”) and Parkway Woods Business Park, LLC (“Landlord”) July 24, 2017 Parkway Woods Business Park Wilsonville, OregonOffice Lease Agreement • June 21st, 2021 • ACON S2 Acquisition Corp. • Blank checks
THIS LEASE AGREEMENT (this “Lease” or this “Agreement”) is made and entered into as of the Effective Date identified in the Basic Lease Terms preceding this Lease by and between the Tenant and Landlord also identified in the Basic Lease Terms.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 7th, 2021 • ACON S2 Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ACON S2 Acquisition Corp., a Cayman Islands exempted company (“ACON”), which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein), and the undersigned subscriber (the “Investor”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among ACON, ESS Tech, Inc., a Delaware corporation (the “Company”), and SCharge Merger Sub, Inc. a Delaware corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a subsidiary of ACON, on the terms and subject to the conditions therein (such merger, the “Tran
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • October 15th, 2021 • ESS Tech, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the “Agreement”) is entered into and effective as of October 8, 2021 by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (“STWO”) (to be renamed “ESS Tech, Inc.” effective as of the Closing (as defined below), or “New ESS”), ESS Tech, Inc., a Delaware corporation (“ESS”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) and Computershare Trust Company, N.A., a federally chartered trust company and Computershare Inc., a Delaware corporation (collectively, “Computershare”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2021 • ACON S2 Acquisition Corp. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of [•], 2021, is made and entered into by and among ESS Tech, Inc., a Delaware corporation (the “Company”), ACON S2 Sponsor, L.L.C., a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 15th, 2021 • ESS Tech, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of May 6, 2021, by and among ESS Tech, Inc., a Delaware corporation (the “Company”), SB Energy Global Holdings One Ltd., a United Kingdom Limited corporation (the “SBE Stockholder”) and Breakthrough Energy Ventures, LLC, a Delaware limited liability company (the “BEV Stockholder”) (collectively, together with any individual or entity who hereafter becomes a party to this Agreement pursuant to Section 13, the “Parties” and each a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2021 • ACON S2 Acquisition Corp. • Blank checks • Oregon
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive” or “you”) and Ess Tech, Inc. (the “Company”) sets forth the terms and conditions that shall govern the period of Executive’s employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2023 • ESS Tech, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 21, 2023 (the “Effective Date”) by and between ESS Tech, Inc., a Delaware corporation (the “Company”), and Honeywell ACS Ventures LLC (“ACS”). The terms used herein, but not defined herein shall have the meanings set forth therein in the Purchase Agreement (as defined below).
FORM OF TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • May 7th, 2021 • ACON S2 Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 6, 2021, by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (“Acquiror”) and [•], a [•] (the “Stockholder”). Each of Acquiror and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2021 • ACON S2 Acquisition Corp. • Blank checks • Oregon
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive” or “you”) and Ess Tech, Inc. (the “Company”) sets forth the terms and conditions that shall govern the period of Executive’s employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).
IRREVOCABLE PROXY AND POWER OF ATTORNEYIrrevocable Proxy and Power of Attorney • October 1st, 2021 • ACON S2 Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This IRREVOCABLE PROXY AND POWER OF ATTORNEY (this “Proxy Agreement”) is entered into as of September 30, 2021, by and among SB Energy Global Holdings One Ltd. (“SoftBank”), ACON S2 Acquisition Corp. (the “Company”), ESS Tech, Inc. (“ESS”), and the Secretary of the Company (the “Proxyholder”). Each of SoftBank, ESS, the Proxyholder and the Company may hereinafter be referred to as a “Party” and collectively as the “Parties.” SoftBank and its respective affiliates are collectively referred to herein as “SoftBank.” The Proxyholder shall initially be Amir Moftakhar. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Letter Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • May 7th, 2021 • ACON S2 Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 6, 2021, is made by and among ACON S2 Sponsor, L.L.C., a Delaware limited liability company (the “Sponsor”), ACON S2 Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), ESS Tech, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 5, 6, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 5, 6, 8 and 9), certain individuals, each of whom is a member of Acquiror’s board of directors and/or management (the “Insiders”). The Sponsor, Acquiror, the Company and the Insiders (solely for purposes of Sections 5, 6, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 5, 6, 8 and 9)) shall be referred to herein from time to time, collectively, as the “Parties” and each, individually, as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Mer
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • November 14th, 2023 • ESS Tech, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Common Stock and Warrant Purchase Agreement (this “Agreement”) is dated as of September 21, 2023, by and between ESS Tech, Inc., a Delaware corporation (the “Company”), and Honeywell ACS Ventures LLC (the “Investor”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in Schedule I hereto.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.Framework Agreement • June 21st, 2021 • ACON S2 Acquisition Corp. • Blank checks
This Framework Agreement is made and entered into as of March 31, 2021, between SBE US Holdings One, Inc., a Delaware corporation (“SB Energy”) and ESS Inc., a Delaware corporation (“ESS”). SB Energy and ESS are each referred to herein as a “Party” and collectively as the “Parties”.
