AGREEMENT AND PLAN OF MERGER dated as of May 6, 2021 by and amongAgreement and Plan of Merger • 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.
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
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”).
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction 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).
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
