WARRANT TO PURCHASE SHARES OF COMMON STOCK of ESS TECH, INC. Dated as of September 21, 2023 Void after the Expiration DateESS Tech, Inc. • November 14th, 2023 • 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
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).
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.
