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
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
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.
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.
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”
