INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • Ares Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 1, 2021 by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Ares Acquisition Corporation c/o Ares Management LLC New York, New York 10167Securities Subscription Agreement • January 26th, 2021 • Ares Acquisition Corp • Blank checks • Delaware
We are pleased to accept the offer Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), has made to subscribe for and purchase 7,187,500 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • January 26th, 2021 • Ares Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 5th, 2021 • Ares 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 February 1, 2021, is entered into by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 5th, 2021 • Ares Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2021, is made and entered into by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership (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”).
Ares Acquisition Corporation c/o Ares Management LLC New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 5th, 2021 • Ares 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 Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 100,050,000 of the Company’s units (including up to 13,050,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth 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 adj
WARRANT AGREEMENT ARES ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 1, 2021Warrant Agreement • February 5th, 2021 • Ares Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 1, 2021, is by and between Ares Acquisition Corporation, 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”).
Ares Acquisition Corporation 87,000,000 Units1 Underwriting AgreementUnderwriting Agreement • February 5th, 2021 • Ares Acquisition Corp • Blank checks • New York
As representatives (each, a “Representative” and collectively, the “Representatives”) of the several Underwriters named in Schedule I hereto,
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • September 22nd, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • North Carolina
THIS FOURTH LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this 8 day of December, 2022 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the “Borrower” or “Obligors”); and LIVE OAK BANKING COMPANY, its successors and assigns (the “Lender”).
FIFTH LOAN MODIFICATION AGREEMENTFifth Loan Modification Agreement • September 22nd, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • North Carolina
THIS FIFTH LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this 10 day of August, 2023 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the “Borrower” or “Obligors”); and LIVE OAK BANKING COMPANY, its successors and assigns (the “Lender”).
THIRD LOAN MODIFICATION AGREEMENTLoan Modification Agreement • September 22nd, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • North Carolina
THIS THIRD LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this 7 day of September, 2022 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the “Borrower” or “Obligors”); and LIVE OAK BANKING COMPANY, its successors and assigns (the “Lender”).
PREFERRED STOCK SUBSCRIPTION AGREEMENT September 12, 2023Preferred Stock Subscription Agreement • September 13th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops)
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and between Ares Acquisition Corporation, a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined in this Subscription Agreement) (together with any successor thereto, including after the Domestication (as defined in this Subscription Agreement), “SPAC”), and AAC Holdings II LP, a Delaware limited partnership (the “Investor”), in connection with the Business Combination Agreement, dated as of December 5, 2022 (as amended by the First Amendment to the Business Combination Agreement, dated as of June 11, 2023, and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, X-Energy Reactor Company, LLC, a Delaware limited liability company (the “X-energy”), and the
CREDIT AGREEMENT dated as of October 4, 2023 among X-ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, as Borrowers, the other Loan Parties, and ARES ACQUISITION HOLDINGS LP, as LenderCredit Agreement • October 10th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • New York
THIS CREDIT AGREEMENT is executed as of October 4, 2023 (the “Closing Date”), by and among X-energy, llc, a Maryland limited liability company (“X-Energy”), X-ENERGY REACTOR COMPANY, LLC, a Delaware limited liability company (“X-Energy Reactor”; collectively with X-Energy and their respective successors and assigns, the “Borrowers”), the other Loan Parties (as defined in this Agreement), and ARES ACQUISITION HOLDINGS LP, a Cayman Islands limited partnership, as Lender (as defined in this Agreement).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 13th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops)
This SECOND AMENDMENT (this “Amendment”), dated as of September 12, 2023 to the Business Combination Agreement, dated as of December 5, 2022 (as amended by the First Amendment to Business Combination Agreement, dated as of June 11, 2023, the “Agreement”), by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”), and, solely for purposes of Section 1.01(f), Section 6.25 and Article IX of the Agreement, each of The Kamal S. Ghaffarian Revocable Trust, IBX Company Opportunity Fund 1, LP, a Delaware limited partnership, IBX Company Opportunity Fund 2, LP, a Delaware limited partnership, IBX Opportunity GP, Inc., a Delaware corporation, GM Enterprises LLC, a Delaware limited liability company, and X-Energy Management, LLC, a Delaware limited liability company (collectively, the “Additional Parties”), is entered into by and between the Purchaser and the Company. The Purc
SIXTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • September 22nd, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • North Carolina
THIS SIXTH LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this 23 day of August, 2023 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the “Borrower” or “Obligors”); and LIVE OAK BANKING COMPANY, its successors and assigns (the “Lender”).
CREDIT AGREEMENT dated as of June 15, 2021 among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, as Borrowers, the Other Loan Parties, and LIVE OAK BANKING COMPANY, as LenderCredit Agreement • March 24th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • New York
THIS CREDIT AGREEMENT is executed as of June 15, 2021 (the “Closing Date”), by and among X ENERGY, LLC, a Maryland limited liability company (“X Energy”), X-ENERGY REACTOR COMPANY, LLC, a Delaware limited liability company (“X-Energy Reactor”; collectively with X Energy and their respective successors and assigns, the “Borrowers”), the other Loan Parties (as defined herein), and LIVE OAK BANKING COMPANY, a North Carolina banking corporation, as Lender (as defined herein).
ARES ACQUISITION CORPORATION c/o Ares Management LLCSponsorship Agreement • February 5th, 2021 • Ares Acquisition Corp • Blank checks • New York
This letter agreement by and between Ares Acquisition Corporation , a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings LP , a Cayman Islands exempted limited partnership (“the Sponsor”) dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) 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”), the Sponsor shall take steps directly or indirectly to make available, or cause to be made available, to the Company certain office space, utilities, secretarial support and administrative services as may be reasonably requested by the Company from time to time, situated at 245 Park Avenue, 44th Floor, New York, NY 10167 (or an
REIMBURSEMENT AGREEMENT AND GUARANTY DATED AS OF APRIL 26, 2021Reimbursement Agreement and Guaranty • March 24th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • New York
WHEREAS, during late July and on August 12, 2020, X-ENERGY REACTOR COMPANY, LLC, a Delaware limited liability company ( “X-Energy”) and Pershing LLC, an affiliate of Bank of New York Mellon (the “Lender”), and in certain cases other parties, entered into a series of documents described on Exhibit A hereto (the “Loan Documentation”). The Lender agreed to an extension of credit in an amount not to exceed $30,000,000 under the Loan Documentation. The Loan Documentation included one or more guarantees (as described in the Loan Documentation, the “Credit Support Guarantees”), by GHAFFARIAN ENTERPRISES, LLC ( “Ghaffarian”), and documentation by which Ghaffarian supported such Credit Support Guarantees with collateral including marketable securities (as described in the Loan Documentation, the “Credit Support”), in each case in favor of Lender for the benefit of X-Energy. The parties hereto now wish to document the agreement of X-Energy to reimburse, pay and make whole Ghaffarian for any amou
FIRST AMENDMENT TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 12th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops)
This FIRST AMENDMENT (this “Amendment”), dated as of June 11, 2023 to the Sponsor Support Agreement, dated as of December 5, 2022 (the “Agreement”), by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), the Persons set forth on Schedule I to the Agreement (the “Purchaser Support Parties”) and X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”), is entered into by and among the Purchaser, the Purchaser Support Parties and the Company. The Purchaser, the Purchaser Support Parties and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
WORKING CAPITAL LOAN AGREEMENTWorking Capital Loan Agreement • March 4th, 2022 • Ares Acquisition Corp • Blank checks • New York
Ares Acquisition Corporation (the “Company”) promises to pay to the order of Ares Acquisition Holdings LP or its successors or assigns (the “Sponsor”) the principal sum of up to Two Million Five Hundred Thousand Dollars ($2,500,000) in lawful money of the United States of America, on the terms and conditions described below.
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 12th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops)
This FIRST AMENDMENT (this “Amendment”), dated as of June 11, 2023 to the Business Combination Agreement, dated as of December 5, 2022 (the “Agreement”), by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”), and, solely for purposes of Section 1.01(f), Section 6.25 and Article IX of the Agreement, each of The Kamal S. Ghaffarian Revocable Trust, IBX Company Opportunity Fund 1, LP, a Delaware limited partnership, IBX Company Opportunity Fund 2, LP, a Delaware limited partnership, IBX Opportunity GP, Inc., a Delaware corporation, GM Enterprises LLC, a Delaware limited liability company, and X-Energy Management, LLC, a Delaware limited liability company (collectively, the “Additional Parties”), is entered into by and between the Purchaser and the Company. The Purchaser and the Company are sometimes referred to individually as a “Party” and collectively as the “Par
CREDIT AGREEMENT dated as of June 15, 2021 among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, as Borrowers, the Other Loan Parties, and LIVE OAK BANKING COMPANY, as LenderCredit Agreement • September 22nd, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • New York
THIS CREDIT AGREEMENT is executed as of June 15, 2021 (the “Closing Date”), by and among X ENERGY, LLC, a Maryland limited liability company (“X Energy”), X-ENERGY REACTOR COMPANY, LLC, a Delaware limited liability company (“X-Energy Reactor”; collectively with X Energy and their respective successors and assigns, the “Borrowers”), the other Loan Parties (as defined herein), and LIVE OAK BANKING COMPANY, a North Carolina banking corporation, as Lender (as defined herein).
TERMINATION AGREEMENTTermination Agreement • October 31st, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops)
THIS TERMINATION AGREEMENT (this “Agreement”) is made as of October 31, 2023, by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), and X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”). The Purchaser and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to such terms in the Business Combination Agreement (as defined below).
FIRST AMENDMENT TO COMMITMENT LETTERCommitment Letter • June 12th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops)
This FIRST AMENDMENT (this “Amendment”), dated as of June 11, 2023 to the Commitment Letter, dated as of December 5, 2022 (the “Commitment Letter”), by and among AAC Holdings II LP, a Delaware limited partnership (the “Investor”), Ares Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), and X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”), is entered into by and among the Investor, the Purchaser and the Company. The Investor, the Purchaser and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
SEVENTH LOAN MODIFICATION AGREEMENT AND WAIVERLoan Modification Agreement • October 10th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • New York
This SEVENTH LOAN MODIFICATION AGREEMENT AND WAIVER (this “Agreement”), dated as of October 4, 2023 (the “Effective Date”), is entered into by and among X-ENERGY, LLC, a Maryland limited liability company, f/k/a X Energy, LLC (“X Energy”), X-ENERGY REACTOR COMPANY, LLC, a Delaware limited liability company (“Reactor”, and together with X Energy, each a “Borrower”, and collectively, “Borrowers”) and LIVE OAK BANKING COMPANY, a North Carolina banking corporation (“Lender”).
ARES ACQUISITION CORPORATION c/o Ares Management LLCSponsorship Agreement • January 26th, 2021 • Ares Acquisition Corp • Blank checks • New York
LETTER AGREEMENTLetter Agreement • September 13th, 2023 • Ares Acquisition Corp • Fabricated plate work (boiler shops) • Delaware
THIS LETTER AGREEMENT, dated as of September 12, 2023 (this “Letter Agreement”), is entered into by and among X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”), Ares Acquisition Corporation, a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation (the “Domestication”) prior to the closing of the Business Combination (together with any successor thereto, including after the Domestication (“SPAC”), and Ghaffarian Enterprises, LLC (the “Guarantor”).
